MFA Financial, Inc. (MFA) reports CEO phantom share grants and vesting terms

Rhea-AI Filing Summary

MFA Financial, Inc. reported an equity award for its Chief Executive Officer and director on a Form 4 dated 01/02/2026. The filing shows grants of phantom shares, which each represent the right to receive one share of MFA common stock.

The CEO received 176,916 time-based phantom shares that are scheduled to vest on December 31, 2028, subject to forfeiture, and to be settled in an equivalent number of MFA common shares within 30 days after vesting. In addition, the CEO received 273,938 performance-based phantom shares, representing a target amount. The actual number of shares earned can range from 0% to 200% of this target, based on MFA’s absolute total stockholder return and its return relative to a designated peer group over a three-year period.

The performance-based phantom shares are generally expected to vest on December 31, 2028, after certification of performance, with settlement in MFA common stock in January 2030, adjusted for the value of dividends paid during the vesting period on the shares that ultimately vest.

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^*

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)
	Chief Executive Officer

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		176,916		(2)	(2)	Common Stock	176,916	$0	1,426,514	D
Phantom Shares	(1)	01/02/2026		A		273,938(3)(4)		(3)(4)	(3)(4)	Common Stock	273,938(3)(4)	$0	1,700,452	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 (subject to earlier vesting in certain circumstances), 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/ Craig L. Knutson	01/05/2026
	** Signature of Reporting Person	Date
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FAQ

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

The filing reports grants of phantom share equity awards to the Chief Executive Officer and director of MFA Financial, Inc. on 01/02/2026.

How many time-based phantom shares were granted to the MFA CEO?

The CEO received 176,916 time-based phantom shares, each representing the right to receive one share of MFA Financial, Inc. common stock.

What are the vesting terms for the time-based phantom shares at MFA?

The 176,916 time-based phantom shares are scheduled to vest on December 31, 2028, subject to forfeiture, and will be settled in MFA common stock within 30 days after vesting.

How many performance-based phantom shares were granted by MFA Financial?

The CEO was granted 273,938 performance-based phantom shares, which represent the target number of shares subject to performance conditions.

How is the performance payout range determined for MFA’s phantom share awards?

For the performance-based phantom shares, the shares ultimately earned will generally range from 0% to 200% of the 273,938 target, based on MFA’s absolute total stockholder return and its return versus a designated peer group over three years.

When will the MFA performance-based phantom shares vest and settle?

These performance-based phantom shares will generally vest on December 31, 2028 settled in MFA common stock in January 2030.

How do dividends affect the MFA phantom share awards?

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