MFA Financial (MFA) insider reports new phantom share awards

Rhea-AI Filing Summary

MFA Financial, Inc. reported an equity award to a senior executive in a Form 4 filing. On 01/02/2026, an officer serving as Sr VP & Chief Accounting Officer received two types of phantom share awards tied to MFA common stock.

The officer was granted 8,815 phantom shares that are scheduled to vest, subject to forfeiture, on December 31, 2028 and then be settled in the same number of MFA common shares within 30 days after vesting. Each phantom share represents the right to receive one share of common stock.

The filing also reports 13,649 performance-based phantom shares, described as a target award. The actual shares earned can range from 0% to 200% of this target, based on MFA’s absolute total stockholder return and its total stockholder return versus a designated peer group over a three-year period ending around the vesting date. 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 the value of dividends during the vesting period.

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^*

Doran Bryan

(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 & Chief Accounting Ofcr

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		8,815		(2)	(2)	Common Stock	8,815	$0	48,944	D
Phantom Shares	(1)	01/02/2026		A		13,649(3)(4)		(3)(4)	(3)(4)	Common Stock	13,649(3)(4)	$0	62,593	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/ Bryan Doran	01/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did MFA (MFA) report in this Form 4?

The Form 4 reports that an officer of MFA Financial, Inc., serving as Sr VP & Chief Accounting Officer, received grants of phantom share awards on 01/02/2026, including time-based and performance-based phantom shares linked to MFA common stock.

How many phantom shares did the MFA Financial executive receive?

The executive received 8,815 phantom shares that vest over time and an additional 13,649 performance-based phantom shares described as the target number of shares under the performance award.

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

The 8,815 phantom shares are scheduled to vest, subject to forfeiture, on December 31, 2028 and will then be settled in an equivalent number of MFA common shares within 30 days. The performance-based phantom shares are expected to vest generally on December 31, 2028, with settlement in MFA common stock in January 2030.

What performance conditions apply to the MFA Financial performance-based phantom shares?

The 13,649 performance-based phantom shares use a target amount, and the actual number earned can range from 0% to 200% of that target. Vesting depends on MFA’s absolute total stockholder return and its total stockholder return compared to a designated peer group over a three-year period.

How are dividends treated for the MFA (MFA) performance-based phantom shares?

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

What does each phantom share represent for MFA Financial insiders?

Each phantom share represents the right to receive one share of MFA Financial, Inc. common stock, to be delivered when the phantom share vests and is settled under the terms of the award.