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MFA Financial (MFA) SVP Schwartz discloses RSU vesting and tax withholding

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

MFA Financial, Inc. insider Harold E. Schwartz, a Senior Vice President, reported equity compensation activity on January 8, 2026. He acquired 26,575 shares of common stock from the settlement of time-based restricted stock units (TRSUs) and an additional 90,821 shares of common stock tied to performance-based restricted stock units (PRSUs), both economically equivalent to common shares.

To cover tax obligations from these settlements, Schwartz surrendered 15,465 shares and 5,582 shares of common stock at a price of $9.57 per share. Following these transactions, he beneficially owned 159,518 shares of MFA common stock. The PRSUs, including 28,420 units from dividend equivalents, are scheduled to settle in January 2027 as one share of common stock for each vested phantom share, based on MFA’s total stockholder return over the three years ended December 31, 2025.

Positive

  • None.

Negative

  • None.
Insider Schwartz Harold E
Role Senior Vice President
Type Security Shares Price Value
Exercise Phantom Shares 26,575 $0.00 --
Exercise Phantom Shares 50,944 $0.00 --
Exercise Common Stock 26,575 $0.00 --
Exercise Common Stock 90,821 $0.00 --
Tax Withholding Common Stock 15,465 $9.57 $148K
Tax Withholding Common Stock 5,582 $9.57 $53K
Holdings After Transaction: Phantom Shares — 273,486 shares (Direct); Common Stock — 89,744 shares (Direct)
Footnotes (1)
  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. 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. 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 28,420 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. 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. The reported disposition represents the surrender of shares to satisfy tax obligations arising from the settlement of previously vested phantom shares. 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. 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. 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. 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.
Form 4 Insider Transactions: What Each Field Means →
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*
Schwartz Harold E
(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)
Senior Vice President
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) 26,575 A $0(2) 89,744 D
Common Stock 01/08/2026 M(3) 90,821(3) A $0(2) 180,565 D
Common Stock 01/08/2026 F(4) 15,465 D $9.57 165,100 D
Common Stock 01/08/2026 F(5) 5,582 D $9.57 159,518 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) 26,575 01/08/2026 01/08/2026 Common Stock 26,575 (6) 273,486 D
Phantom Shares (7) 01/08/2026 M(7) 50,944(8)(9) 01/08/2026 01/08/2026 Common Stock 50,944(8)(9) (7) 222,542 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 28,420 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/ Harold E. Schwartz 01/12/2026
** 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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Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did MFA (MFA) report for Harold E. Schwartz?

MFA reported that Senior Vice President Harold E. Schwartz had restricted stock units settle and vest on January 8, 2026, resulting in common stock being issued and some shares surrendered to cover tax obligations.

How many MFA common shares did Harold E. Schwartz acquire from TRSUs and PRSUs?

Schwartz acquired 26,575 shares of common stock from time-based RSUs (TRSUs) and 90,821 shares of common stock in connection with performance-based RSUs (PRSUs), all economically equivalent to MFA common stock.

How many MFA shares did Harold E. Schwartz surrender for taxes and at what price?

He surrendered 15,465 shares and 5,582 shares of MFA common stock to satisfy tax obligations, each reported at a price of $9.57 per share.

What is Harold E. Schwartz’s MFA share ownership after these transactions?

After the reported transactions, Harold E. Schwartz beneficially owned 159,518 shares of MFA Financial, Inc. common stock.

How are MFA phantom shares, TRSUs, and PRSUs treated in this filing?

Each phantom share, whether a time-based RSU (TRSU) or performance-based RSU (PRSU), is described as the economic equivalent of one share of MFA common stock and is or will be settled in one actual share of MFA common stock.

When will the vested MFA PRSUs reported for Harold E. Schwartz settle into common stock?

The filing states that the vested PRSUs, including additional units from dividend equivalents, will settle in January 2027 in the form of one share of MFA common stock for each vested phantom share.

What performance period determined the vesting of MFA’s PRSUs for Harold E. Schwartz?

The vesting of the PRSUs was based on MFA’s total stockholder return for the three-year period ended December 31, 2025, as confirmed and certified by the Compensation Committee.