Director Carolyn Downey filed a Form 4 with the SEC on August 25, 2026, reporting the conversion of vested phantom stock units into ARMOUR Residential REIT, Inc. common shares on August 21, 2026.

Key Highlights

  • Phantom stock converted: Downey converted 1,900 vested phantom stock units into common stock on August 21, 2026, at a derivative price of $0.
  • Partial cash election: Of the 1,900 shares, 950 were converted to common stock and 950 were converted to cash solely to pay income taxes on the vested stock, according to the filing.
  • Tax withholding disposition: The 950 shares disposed of for tax purposes were recorded at $16.32 per share under transaction code F.
  • Resulting common stock ownership: Following the transactions, Downey directly holds 29,769 shares of common stock.
  • Remaining phantom stock: Downey holds 28,354 phantom stock units following the reported transactions.
  • Multi-year vesting plan: The filing states the 1,900 shares are part of phantom stock vesting over five-year periods, previously reported on February 14, 2023, December 18, 2025, and May 21, 2026.

Carolyn Downey's Phantom Stock Conversion at ARMOUR Residential REIT

According to the Form 4 filed on August 25, 2026, Carolyn Downey, a director of ARMOUR Residential REIT, Inc. (NYSE:ARR), reported two transactions in common stock on August 21, 2026. The first, coded M, reflects the acquisition of 1,900 shares of common stock at $0 through the conversion of an equivalent number of phantom stock units. The second, coded F, reflects the disposal of 950 shares at $16.32 per share to cover income tax obligations arising from the vesting event.

The filing explains that each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock. Downey elected to convert 950 of the 1,900 vested phantom stock units into common shares and to convert the remaining 950 units into cash solely to satisfy income tax liabilities. As a result of these transactions, Downey's direct beneficial ownership of common stock stands at 29,769 shares, and her direct holdings of phantom stock units total 28,354.

The filing notes the 1,900 shares are part of a broader phantom stock arrangement vesting over five-year periods, which was previously reported in Form 4 filings dated February 14, 2023, December 18, 2025, and May 21, 2026. The form was signed by Carolyn Downey on August 25, 2026.

What Was Disclosed

Director Carolyn Downey disclosed the conversion of 1,900 vested phantom stock units at ARMOUR Residential REIT, with 950 units converted to common shares and 950 units converted to cash for tax payment purposes, leaving her with 29,769 common shares and 28,354 phantom stock units.