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MFA Financial (MFA) discloses new time-based and performance phantom shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

MFA Financial reported an equity compensation grant to a senior executive. On 01/02/2026, a Sr. VP & Co-Controller received two awards of phantom shares, each representing the right to receive one share of MFA common stock.

The first award covers 6,296 phantom shares that are scheduled to vest, subject to forfeiture, on December 31, 2028 and then be settled in the same number of MFA shares within 30 days after vesting. The second is a performance-based grant with a target of 9,750 phantom shares at a price of $0.

For the performance award, the actual number of MFA shares ultimately delivered can range from 0% to 200% of the target, based on MFA’s absolute total stockholder return and its total stockholder return versus a designated peer group over a three-year period. These performance-based phantom shares are expected to vest generally on December 31, 2028, with settlement in MFA common stock in January 2030, adjusted for dividends paid during the vesting period.

Positive

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Insider Seemungal Natasha
Role Sr. VP & Co-Controller
Type Security Shares Price Value
Grant/Award Phantom Shares 6,296 $0.00 --
Grant/Award Phantom Shares 9,750 $0.00 --
Holdings After Transaction: Phantom Shares — 47,140 shares (Direct)
Footnotes (1)
  1. Each phantom share represents the right to receive one share of MFA Financial, Inc. common stock. These phantom shares are scheduled to vest, subject to forfeiture, on December 31, 2028, and thereafter will be settled in an equivalent number of shares of MFA common stock within 30 days following the vesting date. 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. The vesting of these phantom shares will generally occur on December 31, 2028 (or such later date that the Compensation Committee of MFA's Board of Directors shall certify the achievement of the pre-established performance metric), based on MFA's absolute total stockholder return (TSR) and MFA's TSR as compared to the TSR of a designated peer group of companies, in each case for the three years then ended. 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 2030.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Seemungal Natasha
(Last) (First) (Middle)
C/O MFA FINANCIAL, INC.
ONE VANDERBILT AVENUE, 48TH FLOOR
(Street)
NEW YORK NY 10017
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MFA FINANCIAL, INC. [ MFA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. VP & Co-Controller
3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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 Shares (1) 01/02/2026 A 6,296 (2) (2) Common Stock 6,296 $0 47,140 D
Phantom Shares (1) 01/02/2026 A 9,750(3)(4) (3)(4) (3)(4) Common Stock 9,750(3)(4) $0 56,890 D
Explanation of Responses:
1. Each phantom share represents the right to receive one share of MFA Financial, Inc. common stock.
2. These phantom shares are scheduled to vest, subject to forfeiture, on December 31, 2028, and thereafter will be settled in an equivalent number of shares of MFA common stock within 30 days following the vesting date.
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.
4. The vesting of these phantom shares will generally occur on December 31, 2028 (or such later date that the Compensation Committee of MFA's Board of Directors shall certify the achievement of the pre-established performance metric), based on MFA's absolute total stockholder return (TSR) and MFA's TSR as compared to the TSR of a designated peer group of companies, in each case for the three years then ended. 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 2030.
/s/ Natasha Seemungal 01/05/2026
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What executive transaction did MFA (MFA) disclose in this Form 4?

The filing shows that a Sr. VP & Co-Controller of MFA Financial, Inc. received two phantom share awards on 01/02/2026 as part of equity-based compensation.

How many time-based phantom shares were granted by MFA (MFA)?

The executive received 6,296 phantom shares, each representing the right to receive one share of MFA Financial common stock, scheduled to vest on December 31, 2028.

What are the key terms of the performance-based phantom share award at MFA (MFA)?

The performance-based grant has a target of 9,750 phantom shares at a price of $0. The actual shares earned can range from 0% to 200% of the target, depending on total stockholder return metrics.

Which performance metrics determine vesting of MFA’s performance phantom shares?

Vesting depends on MFA’s absolute total stockholder return (TSR) and its TSR compared with a designated peer group, measured over a three-year period.

When will MFA’s performance-based phantom shares vest and settle?

The performance-based phantom shares will generally vest on December 31, 2028, or a later date when the Compensation Committee certifies performance, and will be settled in MFA common stock in January 2030.

How are dividends treated for MFA’s phantom share awards?

The number of performance-based phantom shares that vest will be adjusted to reflect the value of any dividends paid on MFA common stock during the vesting period, based on the shares that ultimately vest.