MFA FINANCIAL, INC.

Regulatory Filings • Mar 4, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 4, 2025

MFA FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Maryland	1-13991	13-3974868
(State or
other jurisdiction of incorporation or organization)	(Commission
File Number)	(IRS Employer Identification No.)

| One
Vanderbilt Avenue , 48th Floor | |
| --- | --- |
| New
York , New
York | 10017 |
| (Address of principal executive offices) | (Zip Code) |

Registrant's telephone number, including area code: ( 212 ) 207-6400

Not Applicable

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(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

| ¨ | Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425) |
| --- | --- |
| ¨ | Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |

Securities registered pursuant to Section 12(b) of the Act:

| Title
of each class: | Trading Symbols: | Name
of each exchange on which registered: |
| --- | --- | --- |
| Common
Stock, par value $0.01 per share | MFA | New
York Stock Exchange |
| 7.50%
Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share | MFA/PB | New
York Stock Exchange |
| 6.50%
Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share | MFA/PC | New
York Stock Exchange |
| 8.875%
Senior Notes due 2029 | MFAN | New
York Stock Exchange |
| 9.000%
Senior Notes due 2029 | MFAO | New
York Stock Exchange |

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .

(d) Election of Christopher Small to Board of Directors. On March 4, 2025, MFA Financial, Inc. (the “Company”) announced that its Board of Directors (the “Board”) has elected Christopher Small as a director of the Company effective as of such date. Mr. Small fills the vacancy on the Board created by the passing of Francis J. Oelerich III in December 2024. In connection with Mr. Small’s election, the Board has appointed him to serve on each of the Audit Committee and the Compensation Committee of the Board. A copy of the press release reporting on Mr. Small’s election is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release, dated March 4, 2025, regarding the election of Christopher Small to the Board of Directors of MFA Financial, Inc.

104 Cover Page Interactive Data File (formatted as Inline XBRL).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MFA FINANCIAL, INC.
(REGISTRANT)
By:	/s/ Harold E. Schwartz
	Name:	Harold E. Schwartz
	Title:	Senior Vice President and General Counsel

Date: March 4, 2025

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated March 4, 2025, announcing the election of Christopher Small to the Board of Directors of MFA Financial Inc.
104	Cover Page Interactive Data File (formatted as Inline XBRL).

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