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MFA Financial (MFA) officer settles phantom share and PRSU awards

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

Rhea-AI Filing Summary

MFA Financial, Inc. senior vice president and co-controller Mei Lin reported the vesting and settlement of stock-based awards granted in January 2023. On January 8, 2026, 4,922 time-based restricted stock units and 16,823 performance-based restricted stock units, structured as phantom shares, were converted into common stock at an exercise price of $0 per share. Phantom shares are described as economically equivalent to one share of MFA common stock and settle share-for-share.

To cover tax obligations from these settlements, Lin surrendered 2,057 and 1,335 common shares at a price of $9.57 per share. Following these transactions, Lin directly held 32,131 common shares. In the derivative holdings, 4,922 and 9,434 phantom shares were settled, leaving 51,968 and 42,534 phantom shares outstanding in two award lines. The performance-based awards vested based on MFA’s total stockholder return for the three years ended December 31, 2025, and vested PRSUs, including 5,268 units from dividend equivalents, are scheduled to settle in common stock in January 2027.

Positive

  • None.

Negative

  • None.
Insider Lin Mei
Role Sr. VP & Co-Controller
Type Security Shares Price Value
Exercise Phantom Shares 4,922 $0.00 --
Exercise Phantom Shares 9,434 $0.00 --
Exercise Common Stock 4,922 $0.00 --
Exercise Common Stock 16,823 $0.00 --
Tax Withholding Common Stock 2,057 $9.57 $20K
Tax Withholding Common Stock 1,335 $9.57 $13K
Holdings After Transaction: Phantom Shares — 51,968 shares (Direct); Common Stock — 15,700 shares (Direct)
Footnotes (1)
  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. 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. 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. 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. The reported disposition represents the surrender of shares to satisfy tax obligations arising from the settlement of previously vested phantom shares. 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. 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. 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. 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.
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*
Lin Mei
(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) 15,700 D
Common Stock 01/08/2026 M(3) 16,823(3) A $0(2) 35,523 D
Common Stock 01/08/2026 F(4) 2,057 D $9.57 33,466 D
Common Stock 01/08/2026 F(5) 1,335 D $9.57 32,131 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/ Mei Lin 01/12/2026
** 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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Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did MFA (MFA) report for Mei Lin on January 8, 2026?

Mei Lin, a Sr. VP & Co-Controller of MFA Financial, Inc., reported the vesting and settlement of time-based restricted stock units (TRSUs) and performance-based restricted stock units (PRSUs) granted in January 2023, which were settled in shares of MFA common stock.

How many MFA Financial common shares did Mei Lin receive from vested awards?

On January 8, 2026, Mei Lin acquired 4,922 common shares from settled TRSUs and 16,823 common shares in connection with vested PRSUs, all at an exercise price of $0 per share, reflecting the conversion of phantom shares into common stock.

Why did Mei Lin surrender MFA Financial shares at $9.57 per share?

The filing states that dispositions of 2,057 and 1,335 MFA common shares at $9.57 per share represented the surrender of shares to satisfy tax obligations arising from the settlement of phantom share awards, including both newly settled and previously vested phantom shares.

What are the phantom shares and PRSUs reported for MFA executive Mei Lin?

The document describes phantom shares as the economic equivalent of one MFA common share, each settling into one common share. The PRSUs were granted in January 2023, with vesting based on MFA’s total stockholder return for the three years ended December 31, 2025, and include an additional 5,268 units from dividend equivalents.

When will Mei Lin’s vested MFA PRSUs be settled into common stock?

According to the award terms, the vested PRSUs and the additional PRSUs credited for dividend equivalents will settle in January 2027, with each vested phantom share converting into one share of MFA Financial, Inc. common stock.

How many MFA common shares does Mei Lin hold after these transactions?

Following the reported transactions on January 8, 2026, the filing reports that Mei Lin beneficially owned 32,131 common shares of MFA Financial, Inc., held directly.

How were MFA’s performance-based RSUs for Mei Lin determined to vest?

The number of PRSUs that vested for Mei Lin was based on a pre-established performance metric tied to MFA’s total stockholder return over the three-year period ended December 31, 2025. The Compensation Committee confirmed and certified the vesting level, and the vested amount was adjusted to reflect dividends paid during the performance period.