Armour Residential REIT (NYSE: ARR) grants 17,140 phantom stock units to director Hollihan
Rhea-AI Filing Summary
HOLLIHAN JOHN P III reported acquisition or exercise transactions in this Form 4 filing.
Armour Residential REIT director John P. Hollihan III received a grant of 17,140 units of phantom stock, each economically equivalent to one share of Armour common stock. This compensation award was granted at a price of $0.00 per unit and brings his total phantom stock holdings to 32,154 units.
The phantom shares vest over a five-year, time-based schedule, beginning with 857 units vesting on May 20, 2026, and additional 857-unit installments vesting on each following August 20, November 20, February 20 and May 20 through February 20, 2031. Unvested phantom stock fully vests upon death, disability, or a change in control, and may be retained upon certain retirements under a “rule of 70” condition.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
HOLLIHAN JOHN P III
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Phantom Stock | 17,140 | $0.00 | $0.00 |
Holdings After Transaction:
Phantom Stock — 32,154 shares (Direct)
Footnotes (4)
- F1. The reporting person was granted an aggregate of 17,140 phantom shares under ARMOUR Residential REIT, Inc.'s ("ARMOUR") Fourth Amended and Restated 2009 Stock Incentive Plan pursuant to the time-based vesting schedule as follows. The phantom shares will vest over a five-year period as follows: 857 phantom shares shall vest beginning on May 20, 2026, with an additional 857 phantom shares vesting on each following August 20, November 20, February 20 and May 20, through February 20, 2031, at which time all such shares of phantom stock shall have vested. Upon vesting, the reporting person will be entitled to an equal number of shares of ARMOUR common stock within 30 days.
- F2. The reporting person's unvested phantom stock will fully and automatically vest upon the reporting person's death, disability, and in the event of a change in control of ARMOUR. Upon termination of the reporting person's service with ARMOUR, all unvested phantom stock shall be forfeited by the reporting person. In the event of a resignation or retirement, provided the sum of the reporting person's age and years of service is equal to or greater than 70, the reporting person will retain his or her unvested stock awards which will remain subject to the vesting schedule set forth in this report, subject to satisfactory continuing fulfillment of certain conditions and related tax consequences and risks specified in the reporting person's grant agreement.
- F3. The reporting person also has the right to elect to have withholding taxes or a portion thereof, as the case may be, satisfied by reducing the number of shares of common stock to be issued to the reporting person by some or all of such shares. With respect to each phantom share, the reporting person will receive a cash payment in an amount equal to the cash dividend distributions paid in the ordinary course on a share of ARMOUR common stock. The reporting person also has the right to elect in lieu of the cash dividend payment a number of shares of common stock equal to the dividend payment payable divided by the fair market value of a share of ARMOUR common stock on the date of the dividend payment.
- F4. Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock.
Key Figures
Phantom stock granted: 17,140 units
Phantom stock holdings after grant: 32,154 units
Grant price per unit: $0.00 per unit
+3 more
6 metrics
Phantom stock granted
17,140 units
Grant to director on 2026-05-19
Phantom stock holdings after grant
32,154 units
Total phantom stock following transaction
Grant price per unit
$0.00 per unit
Compensation award, not open-market purchase
First vesting tranche
857 units
Vest beginning on May 20, 2026
Final vesting date
February 20, 2031
All phantom stock units vested by this date
Underlying common stock
17,140 shares
Equal to phantom units underlying this grant
Key Terms
phantom stock, time-based vesting schedule, change in control, withholding taxes, +2 more
6 terms
phantom stock financial
"The reporting person was granted an aggregate of 17,140 phantom shares under ARMOUR Residential REIT, Inc.'s Fourth Amended and Restated 2009 Stock Incentive Plan"
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
time-based vesting schedule financial
"phantom shares under ARMOUR Residential REIT, Inc.'s Fourth Amended and Restated 2009 Stock Incentive Plan pursuant to the time-based vesting schedule as follows"
change in control financial
"will fully and automatically vest upon the reporting person's death, disability, and in the event of a change in control of ARMOUR"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
withholding taxes financial
"The reporting person also has the right to elect to have withholding taxes or a portion thereof satisfied by reducing the number of shares"
Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.
cash dividend distributions financial
"the reporting person will receive a cash payment in an amount equal to the cash dividend distributions paid in the ordinary course"
economic equivalent financial
"Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transaction did ARR director John P. Hollihan III report?
John P. Hollihan III reported receiving 17,140 units of phantom stock as a compensation award. Each unit is economically equivalent to one share of Armour Residential REIT common stock and was granted at $0.00 per unit under the company’s stock incentive plan.
How does the phantom stock grant for ARR’s director vest over time?
The 17,140 phantom stock units vest over five years in 857-unit installments. Vesting starts on May 20, 2026, and continues on each following August 20, November 20, February 20 and May 20, ending on February 20, 2031, when all units are vested.
What happens to the unvested phantom stock if the ARR director dies or becomes disabled?
Unvested phantom stock fully and automatically vests upon the director’s death, disability, or a change in control of Armour Residential REIT. This means all remaining phantom units become vested at once under those specific circumstances, accelerating the standard vesting schedule.
How many phantom stock units does the ARR director hold after this grant?
Following this grant, the director holds a total of 32,154 phantom stock units. These units represent an economic interest equivalent to the same number of Armour Residential REIT common shares, subject to the vesting schedule and conditions described in the award agreement.
Do ARR phantom stock units pay dividends or dividend equivalents?
Each phantom stock unit entitles the director to a cash payment equal to dividends paid on a common share. Alternatively, the director may elect to receive common shares equal to the dividend amount divided by Armour Residential REIT’s fair market share price on the dividend payment date.