Gudmundur Kristjansson - Jan 18, 2022 Form 4 Insider Report for MFA FINANCIAL, INC. (MFA)

Role: SVP and Co-Chief Invest Ofcr
Signature: /s/ Gudmundur Kristjansson
Stock symbol: MFA
Transactions as of: Jan 18, 2022
Transactions value $: -$128,377
Form type: 4
Date filed: 1/20/2022, 03:33 PM
Previous filing: Jan 5, 2022
Next filing: Jan 5, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MFA	Common Stock	Options Exercise	$0	+30K	+8.58%	$0.00	380K	Jan 18, 2022	Direct	F1, F2
transaction	MFA	Common Stock	Options Exercise	$0	+20.7K	+5.45%	$0.00	400K	Jan 18, 2022	Direct	F2, F3
transaction	MFA	Common Stock	Tax liability	-$128K	-28K	-7%	$4.58	372K	Jan 18, 2022	Direct	F4

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
transaction	MFA	Phantom Shares	Options Exercise		-30K	-4.31%		666K	Jan 18, 2022	Common Stock	30K		Direct	F5
transaction	MFA	Phantom Shares	Options Exercise		-45K	-6.76%		621K	Jan 18, 2022	Common Stock	45K		Direct	F6, F7, F8

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

Explanation of Responses:

Id	Content
F1	Shares acquired pursuant to the settlement of time-based restricted stock units (i.e., phantom stock) granted to the Reporting Person in February 2019.
F2	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.
F3	Shares acquired in connection with the settlement of performance-based restricted stock units (i.e., phantom stock) ("PRSUs") granted to the Reporting Person in February 2019 as discussed in Notes 6, 7 and 8 below. The number of shares reported includes 4,617 shares representing the settlement (in the form of additional shares of common stock) of dividend equivalents that accrued during the three-year performance period ended December 31, 2021, in respect of the PRSUs that vested and whose settlement is reported herein.
F4	The reported disposition represents the surrender of shares to satisfy tax obligations arising from the settlement of phantom shares described in Notes 1 and 3 above.
F5	Settlement of time-based restricted stock units (i.e., phantom stock) granted to the Reporting Person in February 2019. 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.
F6	Settlement of performance-based restricted stock units (i.e., phantom stock) ("PRSUs") granted to the Reporting Person in February 2019. 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.
F7	The number of PRSUs reported in Table II represents the target number of PRSUs that were granted to the reporting person in February 2019. 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, 2021.
F8	The Compensation Committee of the Board of Directors of MFA Financial, Inc. has confirmed and certified that the PRSUs vested at a level below target, as reflected in Table I above (see Note 3). In addition, 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 PRSUs that ultimately vested.