MFA Financial (MFA) corrects executive phantom share unit report

Rhea-AI Filing Summary

MFA Financial, Inc. filed an amendment updating the phantom share holdings reported for its SVP & Chief Loan Operations Officer. The correction reduces the number of phantom share units previously reported by 5,566, so the derivative table now shows 23,073 phantom shares.

Each phantom share represents the right to receive one share of MFA common stock. These are performance-based equity awards granted on January 2, 2024, with the number of shares ultimately earned ranging from 0% to 200% of the target amount, based on MFA’s absolute total stockholder return and its TSR ranking versus a designated peer group for the three years ending December 31, 2026. The number of phantom shares to vest will be determined in January 2027, adjusted for dividends during the vesting period, and settled in an equivalent number of MFA common shares in January 2028.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Samuels Lori R

(Last) (First) (Middle)

C/O MFA FINANCIAL, INC.

ONE VANDERBILT AVENUE - 48TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/03/2024

3. Issuer Name and Ticker or Trading Symbol
MFA FINANCIAL, INC. [ MFA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & Chief Loan Ops Ofcr

5. If Amendment, Date of Original Filed (Month/Day/Year)
09/13/2024

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Shares(1)	(3)(4)	(3)(4)	Common Stock	23,073(1)(3)(4)	(2)	D

Explanation of Responses:

1. This amendment to the Reporting Person's Form 3 originally filed on September 13, 2024, corrects an inadvertent error in the information reported with respect to certain phantom shares owned by the Reporting Person. Specifically, the number of securities beneficially owned (column 3) reflects a decrease of 5,566 units from the number previously reported in the Reporting Person's original Form 3.

2. Each phantom share represents the right to receive one share of MFA Financial, Inc. common stock.

3. These phantom shares are performance-based equity awards. The number of phantom shares reported represents the "target" number of phantom shares granted. The number of underlying shares of MFA common stock that the recipient becomes entitled to receive at the time of vesting will generally range from 0% to 200% of the target number of phantom shares granted, subject to the achievement of a pre-established performance metric. These phantom shares were granted on January 2, 2024, and their vesting is based on MFA's absolute total stockholder return (TSR) and MFA's TSR ranking as compared to the TSR of a designated peer group of companies, in each case for the three years ending December 31, 2026. The number of phantom shares to vest will be determined in January 2027.

4. The number of phantom shares to vest will be adjusted to reflect the value of any dividends paid on MFA's common stock during the vesting period in respect of the number of phantom shares that ultimately vest. The phantom shares will be settled in an equivalent number of shares of MFA common stock in January 2028.

	/s/ Lori R. Samuels	01/06/2026
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What change did MFA (MFA) report in this insider ownership amendment?

The amendment corrects an earlier report of phantom shares held by an executive, decreasing the reported number of units by 5,566 and showing 23,073 phantom shares in the current filing.

Who is the reporting person in this MFA (MFA) insider filing?

The reporting person is an officer of MFA Financial, Inc. serving as SVP & Chief Loan Ops Officer, filing individually as indicated in the document.

What does each phantom share represent for MFA (MFA)?

Each MFA phantom share represents the right to receive one share of MFA Financial, Inc. common stock, subject to vesting and performance conditions.

How are the MFA (MFA) phantom share awards structured and when were they granted?

The phantom shares are performance-based equity awards granted on January 2, 2024. The reported 23,073 units reflect the target number of phantom shares granted.

What performance period applies to the MFA (MFA) phantom share awards?

The performance period covers MFA’s absolute total stockholder return and its TSR ranking versus a peer group over three years ending December 31, 2026, with vesting outcomes determined in January 2027.

How can the payout range for MFA (MFA) phantom shares vary at vesting?

Depending on performance metrics, the number of MFA common shares earned can range from 0% to 200% of the 23,073 target phantom shares.

When and how will the MFA (MFA) phantom shares ultimately be settled?

The number of phantom shares that vest will be adjusted for dividends paid during the vesting period and will be settled in an equivalent number of MFA common shares in January 2028.