MFA Financial (NYSE: MFA) SVP Discloses TRSU and PRSU Vesting Activity

Rhea-AI Filing Summary

MFA Financial, Inc. executive Lori R. Samuels, SVP & Chief Loan Operations Officer, reported equity award activity involving company stock and phantom shares. On January 8, 2026, 15,749 time-based restricted stock units (TRSUs) settled into the same number of common shares, and performance-based RSUs (PRSUs) granted in January 2023 vested, representing 53,827 common shares, including 16,848 units tied to dividend equivalents. The vested PRSUs are scheduled to settle in January 2027, with each phantom share converting into one common share. To cover tax obligations from these settlements, 9,479 and 3,461 common shares were surrendered at a price of $9.57 per share. Following these transactions, Samuels continues to hold common stock and phantom share balances as reflected in the tables.

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)
	SVP & Chief Loan Ops. Ofcr

3. Date of Earliest Transaction (Month/Day/Year)
01/08/2026

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
Common Stock	01/08/2026		M(1)		15,749	A	$0(2)	51,727	D
Common Stock	01/08/2026		M(3)		53,827(3)	A	$0(2)	105,554	D
Common Stock	01/08/2026		F(4)		9,479	D	$9.57	96,075	D
Common Stock	01/08/2026		F(5)		3,461	D	$9.57	92,614	D

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	(6)	01/08/2026		M(6)			15,749	01/08/2026	01/08/2026	Common Stock	15,749	(6)	198,381	D
Phantom Shares	(7)	01/08/2026		M(7)			30,189(8)(9)	01/08/2026	01/08/2026	Common Stock	30,189(8)(9)	(7)	168,192	D

Explanation of Responses:

1. Shares acquired pursuant to the settlement of time-based restricted stock units ("TRSUs") (i.e., phantom stock) granted to the Reporting Person in January 2023.

2. Each phantom share is the economic equivalent of one share of common stock of MFA Financial, Inc. Each phantom share was or will be settled in one share of common stock of MFA Financial, Inc.

3. Reflects shares to be acquired in connection with the vesting of performance-based restricted stock units ("PRSUs") (i.e., phantom stock) granted to the Reporting Person in January 2023 as discussed in Notes 7, 8 and 9 below. The number of shares reported also includes 16,848 additional PRSUs representing the value of the dividend equivalents that accrued during the three-year performance period ended December 31, 2025, in respect of the underlying PRSUs that vested. Per the terms and conditions of the PRSU awards, the vested PRSUs and the additional PRSUs in respect of dividend equivalents will settle in January 2027 in the form of one share of common stock of MFA Financial, Inc. for each PRSU.

4. The reported disposition represents the surrender of shares to satisfy tax obligations arising from the settlement of phantom shares described in Notes 1 and 6.

5. The reported disposition represents the surrender of shares to satisfy tax obligations arising from the settlement of previously vested phantom shares.

6. The reported disposition reflects the settlement of TRSUs (i.e., phantom stock) granted to the Reporting Person in January 2023. Each phantom share is the economic equivalent of one share of common stock of MFA Financial, Inc. Each phantom share was settled in one share of common stock of MFA Financial, Inc.

7. The reported disposition reflects the vesting of PRSUs (i.e., phantom stock) granted to the Reporting Person in January 2023. Each phantom share is the economic equivalent of one share of common stock of MFA Financial, Inc.

8. The number of PRSUs reported in Table II represents the "target" number of PRSUs that were granted to the reporting person in January 2023. Per the terms of the award agreement governing the PRSUs, the number of underlying shares of MFA common stock that the recipient ultimately became entitled to receive at the time of vesting ranged from 0% to 200% of the target number of PRSUs granted, subject to the achievement of a pre-established performance metric. The vesting of these PRSUs was based on MFA's total stockholder return for the three years ended December 31, 2025.

9. The Compensation Committee of the Board of Directors of MFA has confirmed and certified the vesting level of the PRSUs as reflected in Table I. Per the terms of the award agreement governing the PRSUs, the number of PRSUs that vested was adjusted to reflect the value of any dividends paid on MFA's common stock during the performance period in respect of the number of underlying PRSUs that ultimately vested (see Note 3). Per the terms and conditions of the PRSU awards, the vested PRSUs will settle in the form of one share of common stock of MFA Financial, Inc. for each vested phantom share in January 2027.

	/s/ Lori R. Samuels	01/12/2026
	** Signature of Reporting Person	Date
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FAQ

What insider activity did MFA (MFA) report for Lori R. Samuels?

The Form 4 shows that Lori R. Samuels, SVP & Chief Loan Operations Officer of MFA Financial, Inc., had time-based and performance-based restricted stock units settle or vest, resulting in common shares being issued and some shares surrendered to satisfy tax obligations.

How many MFA (MFA) time-based RSUs settled into common stock?

The filing states that 15,749 time-based restricted stock units (TRSUs), reported as phantom shares, were settled into 15,749 shares of MFA Financial common stock on January 8, 2026.

What performance-based RSUs vested for the MFA (MFA) executive?

The report notes that performance-based RSUs (PRSUs) granted in January 2023 vested, corresponding to 53,827 shares of common stock, including 16,848 additional PRSUs from dividend equivalents accumulated over the three-year performance period ended December 31, 2025.

When will the vested MFA (MFA) PRSUs settle into common shares?

According to the disclosure, the vested PRSUs and the additional units from dividend equivalents will settle in January 2027, with each phantom share converting into one share of MFA Financial common stock.

Why were some MFA (MFA) shares surrendered at $9.57 per share?

The filing explains that 9,479 and 3,461 common shares were disposed of at $9.57 per share to satisfy tax obligations arising from the settlement of phantom shares, including newly settled and previously vested awards.

What are phantom shares in the context of MFA (MFA) equity awards?

The notes describe each phantom share as the economic equivalent of one MFA Financial common share, with each phantom share settled or to be settled in one share of common stock under the terms of the TRSU and PRSU awards.