Sec Form 4 Filing - Harper Gordon @ Armour Residential REIT, Inc. - 2024-05-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Harper Gordon 2. Issuer Name and Ticker or Trading Symbol Armour Residential REIT, Inc. [ ARR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO & Controller (Last) (First) (Middle) 3001 OCEAN DRIVE, SUITE 201 3. Date of Earliest Transaction (MM/DD/YY) 05/15/2024 (Street) VERO BEACH, FL32963 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Phantom Stock ( 1 ) 05/15/2024 A 3,840 ( 2 ) ( 2 ) Common Stock 3,840 $ 0 19,500 D Phantom Stock ( 1 ) 05/15/2024 A 2,400 ( 3 ) ( 3 ) Common Stock 2,400 $ 0 21,900 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Harper Gordon 3001 OCEAN DRIVE SUITE 201 VERO BEACH, FL32963 CFO & Controller Signatures /s/ Gordon Harper 05/16/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each unit of phantom stock is the economic equivalent of one share of ARMOUR common stock. ( 2 )On May 15, 2024, the reporting person was granted an aggregate of 3,840 phantom shares under ARMOUR Residential REIT, Inc.'s ("ARMOUR") Third Amended and Restated 2009 Stock Incentive Plan (the "Plan") pursuant to the time-based vesting schedule described as follows. 320 phantom shares will vest on each of May 20, August 20, November 20 and February 20, through February 20, 2027, at which time all 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. Such shares were granted from shares previously granted to and then forfeited by former officers of ARMOUR. ( 3 )On May 15, 2024, the reporting person was granted an aggregate of 2,400 phantom shares under ARMOUR Residential REIT, Inc.'s ("ARMOUR") the Plan pursuant to the time-based vesting schedule described as follows. 800 phantom shares will vest on each of May 20, 2024, August 20, 2024, and November 20, 2024, at which time all 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. Such shares were granted from shares previously granted to and then forfeited by former officers of ARMOUR.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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