MFA Financial (MFA) director converts 3,473 RSUs to common shares

Rhea-AI Filing Summary

MFA Financial, Inc. director Laurie Goodman reported a routine equity compensation settlement. On 01/15/2026, 3,473 restricted stock units granted in 2016 were settled, with each unit converting into one share of MFA Financial common stock at an exercise price of $0.00 under a deferred compensation plan. Following this transaction, Goodman directly owned 9,480 shares of common stock and 140,391 derivative securities in the form of restricted stock units. These RSUs were previously fully vested phantom shares economically equivalent to MFA Financial common stock.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Goodman Laurie

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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	01/15/2026		M(1)		3,473	A	(1)	9,480	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
Restricted Stock Units	(2)	01/15/2026		M(2)			3,473	01/15/2026(2)	01/15/2026(2)	Common Stock	3,473	(2)	140,391	D

Explanation of Responses:

1. Shares acquired pursuant to the settlement of restricted stock units ("RSUs") (i.e., phantom stock) granted to the Reporting Person in 2016, the settlement of which was deferred under the MFA Financial, Inc. 2003 Non-Employee Directors' Deferred Compensation Plan. Each phantom share was fully vested upon grant and was the economic equivalent of one share of common stock of MFA Financial, Inc.

2. The reported disposition reflects the settlement of RSUs (i.e., phantom stock) granted to the Reporting Person in 2016. Each phantom share was 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. See footnote 1 above.

	/s/ Harold E. Schwartz, by power of attorney	01/20/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Who is the insider in this MFA (MFA Financial, Inc.) Form 4 filing?

The reporting person is Laurie Goodman, who serves as a director of MFA Financial, Inc. and filed the Form 4 individually.

What transaction did Laurie Goodman report in MFA stock on 01/15/2026?

On 01/15/2026, Laurie Goodman reported the settlement of 3,473 restricted stock units, which converted into 3,473 shares of MFA Financial common stock at an exercise price of $0.00 per share.

How many MFA Financial common shares does Laurie Goodman own after this Form 4 transaction?

After the reported transaction, Laurie Goodman directly owned 9,480 shares of MFA Financial common stock as indicated in Table I of the filing.

How many restricted stock units does Laurie Goodman hold after the MFA (MFA) transaction?

Following the transaction, Laurie Goodman beneficially owned 140,391 derivative securities in the form of restricted stock units, as shown in Table II.

What is the origin of the RSUs settled in this MFA Financial Form 4?

The 3,473 RSUs were granted in 2016 under the MFA Financial, Inc. 2003 Non-Employee Directors' Deferred Compensation Plan as fully vested phantom shares economically equivalent to one share of MFA common stock each.

Did Laurie Goodman pay anything for the MFA common stock received from the RSU settlement?

No cash was paid for the shares received; the Form 4 shows an exercise price of $0.00 per share for the settlement of the 3,473 restricted stock units into common stock.