MFA Financial (MFA) awards CFO time- and performance-based phantom shares

Rhea-AI Filing Summary

MFA Financial, Inc. reported new equity awards for its Senior Vice President and Chief Financial Officer on January 2, 2026. The filing shows grants of phantom shares, which each represent the right to receive one share of MFA common stock.

One grant covers 37,776 phantom shares that are scheduled to vest, subject to forfeiture, on December 31, 2028, and then be settled in an equivalent number of MFA common shares within 30 days after vesting. A second grant covers 58,492 performance-based phantom shares, representing a target award that can ultimately range from 0% to 200% of that amount depending on achievement of a pre-set performance metric.

The performance-based phantom shares are designed to vest generally on December 31, 2028, after the Compensation Committee certifies performance based on MFA’s absolute total stockholder return and its total stockholder return versus a designated peer group over a three-year period. These awards will be adjusted for dividends paid during the vesting period and are expected to be settled 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^*

Roper Michael Charles

(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 Financial 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			37,776	(2)	(2)	Common Stock	37,776	$0	221,481	D
Phantom Shares	(1)	01/02/2026		A			58,492(3)(4)	(3)(4)	(3)(4)	Common Stock	58,492(3)(4)	$0	279,973	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/ Michael C. Roper	01/05/2026
	** Signature of Reporting Person	Date
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FAQ

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

The company disclosed that its Senior Vice President and Chief Financial Officer received grants of phantom share equity awards on January 2, 2026, which are settled in MFA common stock upon vesting.

How many time-based phantom shares were granted to the MFA (MFA) executive?

The executive received 37,776 time-based phantom shares, each representing the right to receive one share of MFA Financial, Inc. common stock after vesting.

What are the key terms of the performance-based phantom shares at MFA (MFA)?

The executive received 58,492 performance-based phantom shares as a target award. The actual number of MFA common shares earned can range from 0% to 200% of this target based on a pre-established performance metric.

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

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

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

The vesting of the performance-based phantom shares depends on MFA’s absolute total stockholder return (TSR) and its TSR compared with a designated peer group over a three-year period, with results determining between 0% and 200% of the target shares.

How are dividends treated under the MFA (MFA) phantom share awards?

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