Lori R. Samuels - Sep 3, 2024 Form 3 Insider Report for MFA FINANCIAL, INC. (MFA)

Role: SVP & Chief Loan Ops Ofcr
Signature: /s/ Lori R. Samuels
Stock symbol: MFA
Transactions as of: Sep 3, 2024
Transactions value $: $0
Form type: 3
Date filed: 9/13/2024, 06:08 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	MFA	Common Stock, par value $0.01 per share						22.3K	Sep 3, 2024	Direct
holding	MFA	7.5% Series B Cumulative Redeemable Preferred Stock						0	Sep 3, 2024	Direct
holding	MFA	6.5% Series C Fixed- to-Floating Rate Cum Redeemable Pfd Stk						0	Sep 3, 2024	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	MFA	Phantom Shares							Sep 3, 2024	Common Stock	34.9K		Direct	F1, F2
holding	MFA	Phantom Shares							Sep 3, 2024	Common Stock	8.42K		Direct	F1, F3, F4
holding	MFA	Phantom Shares							Sep 3, 2024	Common Stock	30.2K		Direct	F1, F5, F6
holding	MFA	Phantom Shares							Sep 3, 2024	Common Stock	28.6K		Direct	F1, F7, F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each phantom share represents the right to receive one share of MFA Financial, Inc. common stock.
F2	Of the amount reported: 4,902 phantom shares are scheduled to vest, subject to forfeiture, on December 31, 2024; 15,749 phantom shares are scheduled to vest, subject to forfeiture, on December 31, 2025; and 14,223 phantom shares are scheduled to vest, subject to forfeiture, on December 31, 2026. Phantom shares will be settled in an equivalent number of shares of MFA common stock within 30 days following the vesting date.
F3	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. These phantom shares were granted on January 3, 2022, and their vesting is based on MFA's absolute total stockholder return (TSR) and MFA's TSR ranking as compared to the TSR of a designated peer group of companies, in each case for the three years ending December 31, 2024. The number of phantom shares to vest will be determined in January 2025.
F4	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 2026.
F5	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. These phantom shares were granted on January 3, 2023, and their vesting is based on MFA's absolute total stockholder return (TSR) and MFA's TSR ranking as compared to the TSR of a designated peer group of companies, in each case for the three years ending December 31, 2025. The number of phantom shares to vest will be determined in January 2026.
F6	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 2027.
F7	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. These phantom shares were granted on January 2, 2024, and their vesting is based on MFA's absolute total stockholder return (TSR) and MFA's TSR ranking as compared to the TSR of a designated peer group of companies, in each case for the three years ending December 31, 2026. The number of phantom shares to vest will be determined in January 2027.
F8	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 2028.