MFA Financial (MFA) CEO Knutson details equity vesting, tax share surrenders

Rhea-AI Filing Summary

MFA Financial CEO Craig L. Knutson, who also serves as a director, reported several equity award-related transactions dated January 8, 2026. He acquired 157,481 shares of common stock upon settlement of time-based restricted stock units granted in January 2023 and 538,186 shares of common stock tied to performance-based restricted stock units from the same grant.

Phantom shares used in these awards are each the economic equivalent of one share of MFA common stock and settle one-for-one in stock. The filing shows share dispositions of 81,087 shares and 42,127 shares at $9.57 per share, representing shares surrendered to cover tax obligations on the equity settlements. The company also previously eliminated MFA common stock as an investment option in its 401(k) plan, reducing Knutson’s reported beneficial ownership by 14,710 shares. Certain vested performance-based units, including dividend-equivalent units, are scheduled to settle in 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

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^*

Knutson Craig L

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

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)		157,481	A	$0(2)	768,370(3)	D
Common Stock	01/08/2026		M(4)		538,186(4)	A	$0(2)	1,306,556	D
Common Stock	01/08/2026		F(5)		81,087	D	$9.57	1,225,469	D
Common Stock	01/08/2026		F(6)		42,127	D	$9.57	1,183,342	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	(7)	01/08/2026		M(7)			157,481	01/08/2026	01/08/2026	Common Stock	157,481	(7)	1,542,971	D
Phantom Shares	(8)	01/08/2026		M(8)			301,882(9)(10)	01/08/2026	01/08/2026	Common Stock	301,882(9)(10)	(7)	1,241,089	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. Effective December 1, 2025, MFA Financial, Inc. ("MFA") eliminated MFA common stock as an investment alternative available under MFA's 401(k) plan, and shares of MFA common stock owned by participants through the 401(k) plan were liquidated. The number of shares beneficially owned by the Reporting Person has been reduced to reflect the liquidation of 14,710 shares of MFA common stock previously owned by him under the MFA 401(k) plan.

4. 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 8, 9 and 10 below. The number of shares reported also includes 168,412 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.

5. The reported disposition represents the surrender of shares to satisfy tax obligations arising from the settlement of phantom shares described in Notes 1 and 7.

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

7. 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.

8. 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.

9. 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.

10. 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 4). 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/ Craig L. Knutson	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).
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.

FAQ

What insider transactions did MFA (MFA) CEO Craig L. Knutson report on January 8, 2026?

Craig L. Knutson reported equity award activity on January 8, 2026, including the acquisition of 157,481 shares of common stock from time-based restricted stock units and 538,186 shares of common stock related to performance-based restricted stock units originally granted in January 2023.

How many MFA Financial (MFA) shares were surrendered by the CEO for tax withholding?

The filing shows dispositions of 81,087 shares and 42,127 shares of MFA common stock at $9.57 per share. Footnotes explain that these share surrenders were made to satisfy tax obligations arising from the settlement of phantom share awards.

What are the phantom shares and PRSUs mentioned in the MFA (MFA) insider filing?

The filing describes phantom shares as the economic equivalent of one share of MFA common stock, settling one-for-one in stock. Time-based restricted stock units and performance-based restricted stock units (PRSUs) granted in January 2023 convert into common shares upon vesting, subject to terms based on MFA’s total stockholder return over the three years ended December 31, 2025.

How did MFA Financiale28099s 401(k) plan change affect the CEOe28099s reported share ownership?

Effective December 1, 2025, MFA eliminated MFA common stock as an investment alternative in its 401(k) plan, and plan holdings of MFA stock were liquidated. The filing states that Craig L. Knutsone28099s beneficial ownership was reduced to reflect the liquidation of 14,710 shares previously held in the plan.

When will the vested PRSUs reported by MFA (MFA) CEO settle into common stock?

The performance-based restricted stock units granted in January 2023 vested based on MFAe28099s total stockholder return for the three years ended December 31, 2025. According to the filing, the vested PRSUs and related dividend-equivalent units will settle in January 2027 in the form of one share of MFA common stock for each vested phantom share.

Who confirmed the vesting level of MFA Financial (MFA) performance-based awards?

The filing states that the Compensation Committee of the Board of Directors of MFA confirmed and certified the vesting level of the performance-based restricted stock units, including adjustments for dividends paid during the performance period.