MFA Financial (NYSE: MFA) SVP granted time- and performance-based phantom shares

Rhea-AI Filing Summary

MFA Financial, Inc. disclosed that Senior Vice President Harold E. Schwartz received new phantom share awards tied to MFA common stock. On 01/02/2026, he acquired 32,529 phantom shares that vest, subject to forfeiture, on December 31, 2028, and are then settled in an equivalent number of MFA shares within 30 days after vesting.

He also received a performance-based grant of 50,369 phantom shares, representing the target award. The ultimate payout can range from 0% to 200% of this target based on MFA’s absolute total stockholder return (TSR) and TSR relative to a peer group over a three‑year period, with vesting expected around December 31, 2028 and settlement in shares in January 2030. Following these grants, Schwartz beneficially owns 300,061 phantom share units directly.

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

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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^*

Schwartz Harold E

(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)
	Senior Vice President

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		32,529		(2)	(2)	Common Stock	32,529	$0	249,692	D
Phantom Shares	(1)	01/02/2026		A		50,369(3)(4)		(3)(4)	(3)(4)	Common Stock	50,369(3)(4)	$0	300,061	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/ Harold E. Schwartz	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).
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FAQ

What insider transaction did MFA (MFA) report for Harold E. Schwartz?

MFA Financial, Inc. reported that Senior Vice President Harold E. Schwartz received new phantom share awards on 01/02/2026, increasing his beneficial ownership of phantom shares to 300,061 units.

How many phantom shares did the MFA (MFA) executive receive?

On 01/02/2026, Harold E. Schwartz received 32,529 time-based phantom shares and a performance-based target award of 50,369 phantom shares tied to MFA common stock.

When do the new MFA (MFA) phantom share awards vest and settle?

The 32,529 phantom shares are scheduled to vest on December 31, 2028 and be settled in MFA common stock within 30 days. The performance-based phantom shares generally vest on or after December 31, 2028 and are expected to be settled in shares in January 2030.

What performance conditions apply to MFA (MFA) performance-based phantom shares?

The performance-based phantom shares depend on MFA’s absolute TSR and TSR relative to a designated peer group over three years. The payout can range from 0% to 200% of the 50,369 target phantom shares, adjusted for dividends paid during the vesting period.

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

Each phantom share represents the right to receive one share of MFA Financial, Inc. common stock when the award vests and is settled, subject to the applicable vesting and performance conditions.

What is Harold E. Schwartz’s role at MFA (MFA)?

Harold E. Schwartz is identified as an officer of MFA Financial, Inc., serving as Senior Vice President and reporting his holdings on a Form 4 as a single reporting person.