MFA Financial (MFA) grants time- and performance-based phantom shares to executive

Rhea-AI Filing Summary

MFA Financial, Inc. reported that a senior executive, serving as Sr. VP & Co-Controller, received new equity-based awards in the form of phantom shares on January 2, 2026. The filing shows two grants of derivative securities tied to MFA common stock.

The first grant is 6,296 phantom shares, which are scheduled to vest on December 31, 2028, subject to forfeiture, and then be settled in an equivalent number of MFA common shares within 30 days after vesting. The second grant is 9,750 performance-based phantom shares, representing a target amount that can range from 0% to 200% of this figure based on MFA’s absolute total shareholder return and its return versus a designated peer group over a three-year period. These performance-based awards generally vest around December 31, 2028 upon certification of results and will be settled in MFA common stock in January 2030, with adjustments for dividends during the vesting period.

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^*

Lin Mei

(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 & Co-Controller

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		6,296		(2)	(2)	Common Stock	6,296	$0	47,140	D
Phantom Shares	(1)	01/02/2026		A		9,750(3)(4)		(3)(4)	(3)(4)	Common Stock	9,750(3)(4)	$0	56,890	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/ Mei Lin	01/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

The company disclosed that a Sr. VP & Co-Controller received new equity-based compensation on January 2, 2026, in the form of phantom share awards linked to MFA Financial, Inc. common stock.

How many phantom shares were granted to the MFA Financial executive?

The executive received 6,296 phantom shares in one grant and 9,750 performance-based phantom shares in a separate grant, each representing the right to receive an equivalent number of MFA common shares if vesting conditions are met.

When do the time-based phantom shares for MFA (MFA) vest and settle?

The time-based 6,296 phantom shares are scheduled to vest, subject to forfeiture, on December 31, 2028 and will be settled in an equivalent number of MFA common shares within 30 days following that vesting date.

What performance conditions apply to the 9,750 MFA phantom shares?

The 9,750 performance-based phantom shares use that amount as a target. The actual shares earned can range from 0% to 200% of the target, depending on MFA’s absolute total stockholder return and its return versus a designated peer group over a three-year period.

When will the performance-based MFA phantom shares vest and be settled?

The vesting of the performance-based phantom shares will generally occur on December 31, 2028, or a later date when the Compensation Committee certifies performance, and they are scheduled to be settled in MFA common stock in January 2030.

How are dividends treated on MFA Financial’s 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’s common stock during the vesting period, applied to the number of phantom shares that actually vest.

What does each phantom share of MFA Financial represent?

Each phantom share represents the right to receive one share of MFA Financial, Inc. common stock upon vesting and settlement, according to the terms described in the filing.