MFA Financial (MFA) Sr. VP reports RSU and PRSU vesting on insider Form 4

Rhea-AI Filing Summary

MFA Financial, Inc. senior vice president and co-controller Natasha Seemungal reported multiple equity award transactions on common stock and phantom share units. On January 8, 2026, time-based restricted stock units converted into 4,922 shares of common stock, and performance-based restricted stock units tied to three-year total shareholder return contributed an additional 16,823 shares, increasing her directly held common stock to 33,826 shares before tax withholding.

To cover tax obligations from these settlements, she surrendered 2,266 shares and 1,470 shares of common stock at a price of $9.57 per share, leaving 30,090 shares of common stock held directly. Corresponding phantom share awards in the form of TRSUs and PRSUs were reduced by 4,922 and 9,434 phantom shares, with vested PRSUs, including dividend-equivalent units, scheduled to settle in common stock in January 2027.

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^*

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)
01/08/2026

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
Common Stock	01/08/2026		M(1)		4,922	A	$0(2)	17,003	D
Common Stock	01/08/2026		M(3)		16,823(3)	A	$0(2)	33,826	D
Common Stock	01/08/2026		F(4)		2,266	D	$9.57	31,560	D
Common Stock	01/08/2026		F(5)		1,470	D	$9.57	30,090	D

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	(6)	01/08/2026		M(6)			4,922	01/08/2026	01/08/2026	Common Stock	4,922	(6)	51,968	D
Phantom Shares	(7)	01/08/2026		M(7)			9,434(8)(9)	01/08/2026	01/08/2026	Common Stock	9,434(8)(9)	(7)	42,534	D

Explanation of Responses:

1. Shares acquired pursuant to the settlement of time-based restricted stock units ("TRSUs") (i.e., phantom stock) granted to the Reporting Person in January 2023.

2. Each phantom share is the economic equivalent of one share of common stock of MFA Financial, Inc. Each phantom share was or will be settled in one share of common stock of MFA Financial, Inc.

3. Reflects shares to be acquired in connection with the vesting of performance-based restricted stock units ("PRSUs") (i.e., phantom stock) granted to the Reporting Person in January 2023 as discussed in Notes 7, 8 and 9 below. The number of shares reported also includes 5,268 additional PRSUs representing the value of the dividend equivalents that accrued during the three-year performance period ended December 31, 2025, in respect of the underlying PRSUs that vested. Per the terms and conditions of the PRSU awards, the vested PRSUs and the additional PRSUs in respect of dividend equivalents will settle in January 2027 in the form of one share of common stock of MFA Financial, Inc. for each PRSU.

4. The reported disposition represents the surrender of shares to satisfy tax obligations arising from the settlement of phantom shares described in Notes 1 and 6.

5. The reported disposition represents the surrender of shares to satisfy tax obligations arising from the settlement of previously vested phantom shares.

6. The reported disposition reflects the settlement of TRSUs (i.e., phantom stock) granted to the Reporting Person in January 2023. Each phantom share is the economic equivalent of one share of common stock of MFA Financial, Inc. Each phantom share was settled in one share of common stock of MFA Financial, Inc.

7. The reported disposition reflects the vesting of PRSUs (i.e., phantom stock) granted to the Reporting Person in January 2023. Each phantom share is the economic equivalent of one share of common stock of MFA Financial, Inc.

8. The number of PRSUs reported in Table II represents the "target" number of PRSUs that were granted to the reporting person in January 2023. Per the terms of the award agreement governing the PRSUs, the number of underlying shares of MFA common stock that the recipient ultimately became entitled to receive at the time of vesting ranged from 0% to 200% of the target number of PRSUs granted, subject to the achievement of a pre-established performance metric. The vesting of these PRSUs was based on MFA's total stockholder return for the three years ended December 31, 2025.

9. The Compensation Committee of the Board of Directors of MFA has confirmed and certified the vesting level of the PRSUs as reflected in Table I. Per the terms of the award agreement governing the PRSUs, the number of PRSUs that vested was adjusted to reflect the value of any dividends paid on MFA's common stock during the performance period in respect of the number of underlying PRSUs that ultimately vested (see Note 3). Per the terms and conditions of the PRSU awards, the vested PRSUs will settle in the form of one share of common stock of MFA Financial, Inc. for each vested phantom share in January 2027.

	/s/ Natasha Seemungal	01/12/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did MFA (MFA) report for Natasha Seemungal?

Natasha Seemungal, a Sr. VP & Co-Controller of MFA Financial, Inc., reported the vesting and settlement of time-based and performance-based restricted stock units, as well as related tax withholding share surrenders, all dated January 8, 2026.

How many MFA common shares did Natasha Seemungal receive from equity awards?

She received 4,922 shares of common stock from time-based restricted stock units and 16,823 shares from performance-based restricted stock units, before surrendering some shares to satisfy tax obligations.

How many MFA shares were surrendered to cover taxes on these awards?

Natasha Seemungal surrendered 2,266 shares and 1,470 shares of MFA Financial common stock, each at a price of $9.57 per share, to satisfy tax obligations associated with the settlement of phantom shares.

What are phantom shares, TRSUs, and PRSUs in the MFA filing?

The filing describes time-based restricted stock units (TRSUs) and performance-based restricted stock units (PRSUs) as phantom shares, each economically equivalent to one share of MFA Financial common stock and settled in common shares upon vesting or at specified settlement dates.

When will the vested MFA PRSUs from this Form 4 settle into common stock?

The vested PRSUs, including additional units from dividend equivalents accrued during the three-year performance period ending December 31, 2025, are scheduled to settle in common stock of MFA Financial, Inc. in January 2027.

What performance metric determined the vesting of MFA PRSUs for Natasha Seemungal?

The vesting of the reported PRSUs was based on MFA Financial's total stockholder return over the three years ended December 31, 2025, with the number of shares ultimately earned ranging from 0% to 200% of the target grant.