Form 4: Armour REIT Director Converts Phantom Stock, Sells for Tax

Armour Residential REIT Director Carolyn Downey converted 540 phantom stock units, acquiring 270 common shares and selling 270 shares to cover tax obligations.

Summary

• Director Carolyn Downey of Armour Residential REIT, Inc. completed a transaction on November 21, 2025.
• Downey converted 540 units of vested phantom stock into common stock.
• Of the 540 converted units, 270 shares of common stock were acquired at a price of $0.
• The remaining 270 shares of common stock were disposed of at a price of $16.31 to cover income taxes on the vested stock.
• Following these transactions, Downey's direct beneficial ownership of common stock is 24,482 shares, a decrease from 24,752 shares.
• The number of beneficially owned phantom stock units is now 3,200.
• These transactions relate to phantom stock vesting over five-year periods, previously reported on January 14, 2021, and February 14, 2023.

Sentiment

Score: 5

Explanation: The transaction is a routine, pre-planned event related to equity compensation vesting and tax obligations, carrying a neutral sentiment for the company's operational or financial performance.

Positives

• Director Carolyn Downey acquired 270 shares of common stock through the conversion of phantom stock, increasing her direct equity stake in the company.

Negatives

• Director Carolyn Downey disposed of 270 shares of common stock to cover income tax obligations, resulting in a net decrease of 270 shares in her direct beneficial ownership.

Future Outlook

NA

Management Comments

• On November 21, 2025, the reporting person elected to convert 270 of the 540 shares of vested phantom stock into 270 shares of ARMOUR common stock.
• The reporting person elected to convert the remaining 270 shares of vested phantom stock into cash solely to pay income taxes on the vested stock.
• The 540 shares are part of, and relate to, phantom stock vesting over five-year periods, which was reported on Form 4 reports filed by the reporting person on January 14, 2021, and February 14, 2023.
• Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.

Industry Context

This is a routine insider transaction related to equity compensation vesting, common across publicly traded companies, particularly for REITs like Armour Residential REIT, Inc. It does not reflect broader industry trends or competitive positioning.

Stakeholder Impact

• Shareholders: Minimal impact, as it is a routine, pre-planned insider transaction related to compensation and tax obligations, not indicative of a change in company fundamentals or strategy.
• Employees/Management: Reflects standard equity compensation practices for directors.

Next Steps

• Future vesting of remaining phantom stock units for Director Downey, as part of the five-year vesting periods.

Key Dates

Keywords

Armour Residential REIT, ARR, Carolyn Downey, Insider Transaction, Form 4, Phantom Stock, Common Stock, Director, Equity Compensation, Stock Vesting, Tax Sale