Mfa Financial SEC Filings

MFA Financial, Inc. will hold a virtual 2026 Annual Meeting on June 3, 2026 at 2:00 p.m. Eastern Time. Stockholders of record at the close of business on April 8, 2026, when 101,596,232 shares of common stock were outstanding, may vote.

Stockholders will elect two Class I directors, Laurie S. Goodman and Richard C. Wald, to terms running to the 2029 annual meeting, vote on ratifying KPMG LLP as independent auditor for 2026, and cast an advisory Say‑on‑Pay vote on executive compensation.

The Board has seven members, six of whom are independent, with an independent non‑executive chair and fully independent audit, compensation, and nominating/governance committees. The proxy describes majority voting with a director resignation policy, director retirement and overboarding limits, and anti‑hedging/insider‑trading controls.

For 2025, CEO Craig L. Knutson received base salary of $825,000 and annual incentive pay of $2,160,623 (about 107% of his $2,020,000 target). President and CIO Bryan Wulfsohn earned salary of $700,000 and annual incentive of $1,455,500 (about 112% of his $1,300,000 target). A majority of long‑term equity awards are performance‑based PRSUs tied to absolute and relative total stockholder return over three years.

The Vanguard Group filed an Amendment No. 13 to Schedule 13G/A for MFA Financial Inc common stock describing an internal realignment and reporting 0 shares beneficially owned. The filing cites SEC Release No. 34-39538 and states certain subsidiaries will report ownership separately after an internal realignment on January 12, 2026. The form is signed by Ashley Grim, Head of Global Fund Administration on 03/27/2026.

MFA Financial, Inc. is an internally managed REIT focused on residential mortgage assets, mainly residential whole loans and mortgage-backed securities. It aims to generate distributable income and credit-driven returns while maintaining REIT and Investment Company Act compliance.

In 2025, MFA acquired approximately $2.7 billion of residential whole loans, including $0.9 billion originated by its Lima One subsidiary. As of December 31, 2025, total investment-related assets included $8.8 billion of residential whole loans, $3.4 billion of residential mortgage securities, and $301.2 million of other investment-related assets.

Key risks center on credit performance of whole loans and MBS, leverage and margin calls, interest rate and prepayment volatility, regulatory changes, geographic concentration (notably California, Florida, Texas, Georgia and New York), and operational risks tied to third-party servicers and Lima One. On June 30, 2025, non-affiliate market value of common stock was $966 million, with 102,093,862 shares outstanding on February 17, 2026.

MFA Financial reported much stronger results for the quarter and year ended December 31, 2025 and announced a new stock repurchase plan. Q4 net income was $54.3 million, up sharply from $5.9 million a year earlier, with full-year net income of $176.8 million versus $119.3 million in 2024. Q4 distributable earnings were $27.8 million, or $0.27 per basic share. Economic book value per share was $13.75, slightly above the prior year’s $13.93 despite a higher-rate environment that compressed net interest spreads to 1.69% on the total balance sheet. Total assets grew to $13.0 billion, led by $8.8 billion of residential whole loans and $3.36 billion of securities.

The board authorized a new $200 million common stock repurchase program effective through the end of 2028, replacing the prior plan that expired in 2025. Management highlighted 2025 investments of about $4.8 billion in target assets, continued cost reductions, and total economic returns of 3.1% for Q4 and 9.0% for the year.

MFA Financial director Robin Josephs reported a routine equity award settlement. On 01/15/2026, 3,473 restricted stock units granted in 2016 and deferred under the MFA Financial, Inc. 2003 Non-Employee Directors' Deferred Compensation Plan were settled in 3,473 shares of common stock, at a reported price of $0.00 per share, reflecting the conversion of previously earned phantom stock into actual shares.

After this transaction, Josephs directly held 35,454 shares of MFA Financial common stock and 92,790 restricted stock units, each RSU being the economic equivalent of one share of common stock.

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.

MFA Financial President and Chief Investment Officer Bryan Wulfsohn reported multiple equity award transactions dated January 8, 2026. He acquired 67,914 shares of common stock from the settlement of time-based restricted stock units and 232,090 shares tied to performance-based restricted stock units, all at an exercise price of $0 per share as they are phantom share awards.

The filing shows share surrenders of 35,432 and 13,339 common shares at $9.57 per share to satisfy tax obligations arising from these settlements. The performance-based units were granted in January 2023, vesting based on total stockholder return over the three years ended December 31, 2025, with vested PRSUs and related dividend-equivalent units scheduled to settle in common stock in January 2027. The number of shares beneficially owned was also reduced to reflect liquidation of 819 shares previously held in the company’s 401(k) plan after MFA stock was removed as an investment option.

MFA Financial, Inc. senior vice president and co-controller Natasha Seemungal reported multiple equity award transactions on common stock and phantom share units. On January 8, 2026, time-based restricted stock units converted into 4,922 shares of common stock, and performance-based restricted stock units tied to three-year total shareholder return contributed an additional 16,823 shares, increasing her directly held common stock to 33,826 shares before tax withholding.

To cover tax obligations from these settlements, she surrendered 2,266 shares and 1,470 shares of common stock at a price of $9.57 per share, leaving 30,090 shares of common stock held directly. Corresponding phantom share awards in the form of TRSUs and PRSUs were reduced by 4,922 and 9,434 phantom shares, with vested PRSUs, including dividend-equivalent units, scheduled to settle in common stock in January 2027.

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.