MFA Financial, Inc. (MFA) reports new phantom share equity awards

Rhea-AI Filing Summary

MFA Financial, Inc. reported equity awards for a senior vice president and Chief Loan Operations Officer on 01/02/2026. The officer received 27,283 phantom shares that are scheduled to vest on December 31, 2028 and then be settled in an equal number of common shares within 30 days after vesting.

The officer also received 42,245 performance-based phantom shares as a target award. The actual number of common shares delivered at vesting may 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, with vesting generally on December 31, 2028 and settlement in common stock in January 2030. Dividends paid during the vesting period will adjust the number of phantom 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^*

Samuels Lori R

(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 Loan Ops 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		27,283		(2)	(2)	Common Stock	27,283	$0	171,885	D
Phantom Shares	(1)	01/02/2026		A		42,245(3)(4)		(3)(4)	(3)(4)	Common Stock	42,245(3)(4)	$0	214,130	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. 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.

4. 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/ Lori R. Samuels	01/06/2026
	** 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 transaction did MFA (MFA) report in this Form 4?

The filing shows that a senior vice president and Chief Loan Operations Officer of MFA Financial, Inc. received grants of phantom share awards on 01/02/2026, representing rights to receive shares of MFA common stock in the future.

How many phantom shares were granted to the MFA officer on 01/02/2026?

The officer received 27,283 phantom shares that vest on December 31, 2028, plus a target award of 42,245 performance-based phantom shares, both at a stated price of $0 per derivative security.

When do the MFA phantom share awards vest and settle into common stock?

The time-based phantom shares are scheduled to vest on December 31, 2028 and be settled in an equivalent number of MFA common shares within 30 days. The performance-based phantom shares generally vest on December 31, 2028 January 2030.

What determines the payout for MFA’s performance-based phantom share awards?

The number of common shares ultimately delivered can range from 0% to 200% of the 42,245 target phantom shares. The payout 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 do dividends affect the MFA phantom share awards reported here?

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

What does each MFA phantom share represent for the reporting officer?

Each phantom share reported represents the right to receive one share of MFA Financial, Inc. common stock upon settlement, subject to the applicable vesting and performance conditions.