Craig L. Knutson - Jan 8, 2024 Form 4 Insider Report for MFA FINANCIAL, INC. (MFA)

Role: CEO and President, Director
Signature: /s/ Craig L. Knutson
Stock symbol: MFA
Transactions as of: Jan 8, 2024
Transactions value $: -$413,895
Form type: 4
Date filed: 1/10/2024, 07:34 PM
Previous filing: Jan 4, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MFA	Common Stock	Options Exercise	$0	+69.1K	+18.57%	$0.00	442K	Jan 8, 2024	Direct	F1, F2
transaction	MFA	Common Stock	Options Exercise	$0	+205K	+46.46%	$0.00	647K	Jan 8, 2024	Direct	F2, F3
transaction	MFA	Common Stock	Tax liability	-$414K	-36.1K	-5.58%	$11.47	611K	Jan 8, 2024	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		-69.1K	-5.55%		1.18M	Jan 8, 2024	Common Stock	69.1K		Direct	F5
transaction	MFA	Phantom Shares	Options Exercise		-155K	-13.18%		1.02M	Jan 8, 2024	Common Stock	155K		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 ("TRSUs") (i.e., phantom stock) granted to the Reporting Person in January 2021.
F2	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.
F3	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 2021 as discussed in Notes 6, 7 and 8 below. The number of shares reported also includes 59,562 additional PRSUs representing the value of the dividend equivalents that accrued during the three-year performance period ended December 31, 2023, 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 2025 in the form of one share of common stock of MFA Financial, Inc. for each PRSU.
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 5.
F5	The reported disposition reflects the settlement of TRSUs (i.e., phantom stock) granted to the Reporting Person in January 2021. 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	The reported disposition reflects the vesting of PRSUs (i.e., phantom stock) granted to the Reporting Person in January 2021. Each phantom share is the economic equivalent of 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 January 2021. 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, 2023.
F8	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 2025.