MFA Financial (NYSE: MFA) reports new phantom share equity awards to officer

Rhea-AI Filing Summary

MFA Financial, Inc. reported equity awards to its President and Chief Investment Officer on 01/02/2026 in the form of phantom shares. One grant covers 100,735 phantom shares, each representing the right to receive one share of MFA common stock, scheduled to vest on December 31, 2028 and be settled in shares within 30 days after vesting. A second, performance-based grant covers a target 155,979 phantom shares, with the actual number earned ranging from 0% to 200% of target based on pre-set performance metrics. Vesting for the performance award is generally tied to MFA’s absolute total shareholder return and relative total shareholder return versus a peer group over three years, with settlement in MFA common stock in January 2030.

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^*

Wulfsohn 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)
	Pres. & Chief Invest. 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		100,735		(2)	(2)	Common Stock	100,735	$0	689,793	D
Phantom Shares	(1)	01/02/2026		A		155,979(3)(4)		(3)(4)	(3)(4)	Common Stock	155,979(3)(4)	$0	845,772	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 Wulfsohn	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 equity awards were reported for MFA (MFA) on January 2, 2026?

The President & Chief Investment Officer of MFA Financial, Inc. received two phantom share awards on 01/02/2026: one for 100,735 phantom shares and a performance-based award with a target 155,979 phantom shares, each tied to MFA common stock.

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

The 100,735 phantom shares are scheduled to vest on December 31, 2028 and then be settled in an equivalent number of MFA common shares within 30 days. The performance-based phantom shares generally vest on December 31, 2028 (or a later certification date) and are settled in MFA common stock in January 2030.

What performance metrics determine the MFA (MFA) performance-based phantom shares?

The performance-based phantom shares depend on pre-established metrics based on MFA’s absolute total stockholder return (TSR) and MFA’s TSR relative to a designated peer group over a three-year period. The ultimate shares earned can range from 0% to 200% of the target amount.

What does each phantom share of MFA Financial represent?

Each phantom share represents the right to receive one share of MFA Financial, Inc. common stock. Upon vesting and settlement, the holder receives an equivalent number of MFA common shares.

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

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

Who is the reporting person in this MFA Financial insider transaction?

The reporting person is an officer of MFA Financial, Inc., serving as President & Chief Investment Officer, filing individually for the equity awards reported as of 01/02/2026.