MFA FINANCIAL, INC. - Annual Report: 2024 (Form 10-K)

Impairment and other net gain/(loss) on securities and other portfolio investments(10,869)6,225 Net gain/(loss) on real estate owned3,136 9,392 Net gain/(loss) on derivatives used for risk management purposes78,503 3,761 Net gain/(loss) on securitized debt measured at fair value through earnings(64,813)(99,589)Lima One mortgage banking income32,944 43,384 Net realized gain/(loss) on residential whole loans held at carrying value418 (1,240)Other, net115 11,331 Other Income/(Loss), net$85,428 $63,114

Operating and Other Expense

Operating and other expenses are composed of compensation and benefits, other general and administrative, loan servicing and other related operating expenses and amortization of Lima One intangible assets.

Compensation and benefits expenses are composed of salaries, annual bonus, stock-based awards, long-term incentives, Lima One origination related commissions, related payroll taxes, medical insurance, 401(k) matching and other benefits expenses. Compensation and benefits expense increased $1.9 million to $87.7 million for 2024, compared to $85.8 million for 2023 primarily driven by separation, retirement, and severance related costs, partially offset by reduction in origination related commission expenses and lower stock-based compensation expense.

Other general and administrative expenses are comprised of leasing and other office expenses, professional fees, insurance costs, board of directors fees, and miscellaneous expenses. Other general and administrative expenses increased by $0.4 million to $44.3 million for 2024 compared to $43.9 million for 2023, primarily as a result of accelerated depreciation of a software asset at Lima One, higher costs associated with IT infrastructure at our corporate offices and tax related accounting fees, partially offset by lower depreciation at our corporate offices, and lower professional fees and miscellaneous expenses at Lima One.

Loan servicing and other related operating expenses are composed of non-recoverable advances, upfront costs on securitization and other fees related to our residential whole loan activities. These expenses increased compared to 2023 by approximately $1.2 million, or 3.4%, primarily due to higher non-recoverable advances and upfront costs on securitization.


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Selected Financial Ratios

The following table presents information regarding certain of our financial ratios at or for the dates presented:


At or for the Quarter Ended	Return on Average Total Assets (1)		Return on Average Total Stockholders’ Equity (2)		Dividend Payout Ratio (3)	Total Average Stockholders’ Equity to Total Average Assets (4)		Leverage Multiple (5)	Recourse Leverage Multiple (6)
December 31, 2024	0.21	%	1.26	%	—	16.41	%	5.0	1.7
September 30, 2024	1.74		10.17		0.92	17.10		4.8	1.8
June 30, 2024	1.52		8.85		1.09	17.14		4.7	1.7
March 31, 2024	0.85		4.69		2.50	18.23		4.6	1.8
December 31, 2023	3.46		19.04		0.44	18.16		4.5	1.7
September 30, 2023	(0.56)		(2.96)		—	19.10		4.3	2.0
June 30, 2023	(0.27)		(1.31)		—	20.99		3.9	1.9
March 31, 2023	3.14		14.40		0.56	21.81		3.5	1.6

(1)Reflects annualized net income divided by average total assets. For the quarters ended September 30, 2023, and June 30, 2023, the amounts calculated reflect the quarterly net income divided by average total assets.

(2)Reflects annualized net income divided by average total stockholders’ equity. For the quarters ended September 30, 2023, and June 30, 2023, the amounts calculated reflect the quarterly net income divided by average total stockholders’ equity.

(3)Reflects dividends declared per share of common stock divided by earnings per share. The ratio has not been calculated for periods where earnings per share is negative as the calculations are not meaningful.

(4)Reflects total average stockholders’ equity divided by total average assets.

(5)Represents the sum of our borrowings under financing agreements and payable for unsettled purchases divided by stockholders’ equity.

(6)Represents the sum of our borrowings under financing agreements (excluding securitized debt and other non-recourse debt) and payable for unsettled purchases divided by stockholders’ equity.

Reconciliation of GAAP and Non-GAAP Financial Measures

Reconciliation of GAAP Net Income to non-GAAP Distributable Earnings

“Distributable earnings” is a non-GAAP financial measure of our operating performance, within the meaning of Regulation G and Item 10(e) of Regulation S-K, as promulgated by the Securities and Exchange Commission. Distributable earnings is determined by adjusting GAAP net income/(loss) by removing certain unrealized gains and losses, primarily on residential mortgage investments, associated debt, and hedges that are, in each case, accounted for at fair value through earnings, certain realized gains and losses, as well as certain non-cash expenses and securitization-related transaction costs. Realized gains and losses arising from loans sold to third-parties by Lima One shortly after the origination of such loans are included in Distributable earnings. The transaction costs are primarily comprised of costs only incurred at the time of execution of our securitizations and include costs such as underwriting fees, legal fees, diligence fees, bank fees and other similar transaction related expenses. These costs are all incurred prior to or at the execution of our securitizations and do not recur. Recurring expenses, such as servicing fees, custodial fees, trustee fees and other similar ongoing fees are not excluded from distributable earnings. During the third quarter of 2024, the Company changed the determination of Distributable earnings to exclude depreciation, for consistency with the reporting of similar non-cash expenses; this change has been reflected in all periods presented. Management believes that the adjustments made to GAAP earnings result in the removal of (i) income or expenses that are not reflective of the longer term performance of our investment portfolio, (ii) certain non-cash expenses, and (iii) expense items required to be recognized solely due to the election of the fair value option on certain related residential mortgage assets and associated liabilities. Distributable earnings is one of the factors that our Board of Directors considers when evaluating distributions to our shareholders. Accordingly, we believe that the adjustments to compute Distributable earnings specified below provide investors and analysts with additional information to evaluate our financial results.

Distributable earnings should be used in conjunction with results presented in accordance with GAAP. Distributable earnings does not represent and should not be considered as a substitute for net income or cash flows from operating activities, each as determined in accordance with GAAP, and our calculation of this measure may not be comparable to similarly titled measures reported by other companies.


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The following table provides a reconciliation of our GAAP net income/(loss) used in the calculation of basic EPS to our non-GAAP Distributable earnings for the quarterly periods below:


	Quarter Ended
(In Thousands, Except Per Share Amounts)	December 31, 2024		September 30, 2024		June 30, 2024		March 31, 2024		December 31, 2023		September 30, 2023		June 30, 2023		March 31, 2023
GAAP Net income/(loss) used in the calculation of basic EPS	$	(2,396)	$	39,870	$	33,614	$	14,827	$	81,527	$	(64,657)	$	(34,146)	$	64,565
Adjustments:
Unrealized and realized gains and losses on:
Residential whole loans held at fair value	102,339		(143,416)		(16,430)		11,513		(224,272)		132,894		130,703		(129,174)
Securities held at fair value	26,273		(17,107)		4,026		4,776		(21,371)		13,439		3,698		(2,931)
Residential whole loans and securities at carrying value	—		(7,324)		(2,668)		(418)		332		—		—		—
Interest rate swaps	(46,632)		84,629		10,237		(23,182)		97,400		(9,433)		(37,018)		40,747
Securitized debt held at fair value	(47,267)		71,475		7,597		20,169		108,693		(40,229)		(30,908)		48,846

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

MFA Financial, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of MFA Financial, Inc. and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income/(loss), changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedule IV – Mortgage Loans on Real Estate (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 20, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

Assessment of the valuation of residential whole loans, at fair value

As discussed in Notes 2, 3 and 13 to the consolidated financial statements, the Company records certain residential whole loans at fair value on its consolidated balance sheet as a result of a fair value election made at the time of acquisition. As of December 31, 2024, the recorded balance of the Company’s residential whole loans, at fair value was $7.5 billion. The Company determines the fair value of its residential whole loans held at fair value after considering valuations obtained from third-parties that specialize in providing valuations of residential mortgage loans. The valuation approach applied generally depends on whether the loan is considered performing or non-performing at the date the valuation is performed. For performing loans, estimates of fair value are derived using a discounted cash flow approach, where estimates of cash flows are determined from the scheduled payments, adjusted using forecasted prepayment, default and loss given default rates. For non-performing loans, asset liquidation cash flows are derived based on the estimated time to liquidate the loan, the estimated value of the collateral, expected costs and estimated home price levels. Estimated cash flows for both performing and non-performing loans are discounted at yields considered appropriate to arrive at a reasonable exit price for the asset.


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We identified the assessment of the valuation of residential whole loans, at fair value, as a critical audit matter. A high degree of audit effort, including specialized skills and knowledge, was involved in determining certain of the estimate assumptions, including the forecasted prepayment, default and loss given default rates, property appraised value, and discount rate, which are not readily observable in the market and subject to significant measurement uncertainty. The evaluation of the assumptions to determine the valuation of residential whole loans, at fair value, required subjective and complex auditor judgement as the assumptions used were sensitive to variation, such that minor changes in home prices and/or credit quality of the borrower can cause significant changes in the estimate.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s measurement of residential whole loans, at fair value. This included controls related to the Company’s process to evaluate property appraised values and residential whole loan valuations. We involved valuation professionals with specialized skills and knowledge who assisted in evaluating the Company’s internal controls specific to the assessment of the third-party developed valuation techniques and models.

We involved valuation professionals with specialized skills and knowledge, who assisted in:

•evaluating that the methodology used by the Company in determining the property appraised value and residential whole loan fair value is in accordance with U.S. GAAP

•evaluating the methodology and assumptions used to determine the property appraised value used by the Company for a sample of residential whole loans at fair value

•evaluating the assumptions used to determine the residential whole loan fair value used by the Company by comparing them to market research and relevant industry practices

•developing a fair value estimate for a sample of non-performing residential whole loans at fair value using the evaluated property appraised value, estimated time to liquidate the loan, expected liquidation costs, and home price index assumptions used by the Company and publicly available external market data collectively with independently developed valuation models and/or inputs and comparing the results of our estimate of fair value to the Company’s fair value estimate and

•developing an independent fair value estimate for a sample of performing residential whole loans at fair value based on independently developed valuation models and/or inputs and comparing the results of our estimate of fair value to the Company’s fair value estimate.

/s/ KPMG LLP

We have served as the Company’s auditor since 2011.

New York, New York

February 20, 2025


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MFA FINANCIAL, INC.

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Per Share Amounts)

December 31,
2024

December 31,
2023

Assets:

Residential whole loans, net ($ and $ held at fair value, respectively) (1)(2)

Securities, at fair value (2)

Cash and cash equivalents

Restricted cash

Other assets (2)

Total Assets

Liabilities:

Financing agreements ($ and $ held at fair value, respectively)

Other liabilities

Total Liabilities

Commitments and contingencies (See Note 9)

Stockholders’ Equity:

Preferred stock, $ par value; % Series B cumulative redeemable; shares authorized; shares issued and outstanding ($ aggregate liquidation preference)

Preferred stock, $ par value; % Series C fixed-to-floating rate cumulative redeemable; shares authorized; shares issued and outstanding ($ aggregate liquidation preference)

Common stock, $ par value; and shares authorized; and shares issued

and outstanding, respectively

Additional paid-in capital, in excess of par

Accumulated deficit

()

Accumulated other comprehensive income

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

(1) billion and $ billion of Residential whole loans transferred to consolidated variable interest entities (“VIEs”) at December 31, 2024 and December 31, 2023, respectively. Such assets can be used only to settle the obligations of each respective VIE.

(2)

The accompanying notes are an integral part of the consolidated financial statements.


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MFA FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS


	For the Year Ended December 31,
(In Thousands, Except Per Share Amounts)	2024	2023	2022
Interest Income:
Residential whole loans	$	$	$
Securities, at fair value
Other interest-earning assets
Cash and cash equivalent investments
Interest Income	$	$	$

Interest Expense:
Asset-backed and other collateralized financing arrangements	$	$	$
Other interest expense
Interest Expense	$	$	$

Net Interest Income	$	$	$

Reversal/(Provision) for Credit Losses on Residential Whole Loans	$	$	$
Reversal/(Provision) for Credit Losses on Other Assets	()		()
Net Interest Income after Reversal/(Provision) for Credit Losses	$	$	$

Other Income/(Loss), net:
Net gain/(loss) on residential whole loans measured at fair value through earnings	$	$	$	()
Impairment and other net gain/(loss) on securities and other portfolio investments	()		()
Net gain/(loss) on real estate owned
Net gain/(loss) on derivatives used for risk management purposes
Net gain/(loss) on securitized debt measured at fair value through earnings	()	()
Lima One mortgage banking income
Net realized gain/(loss) on residential whole loans held at carrying value		()
Other, net
Other Income/(Loss), net	$	$	$	()

Operating and Other Expense:
Compensation and benefits	$	$	$
Other general and administrative expense
Loan servicing, financing and other related costs
Amortization of intangible assets
Operating and Other Expense	$	$	$

Income/(loss) before income taxes	$	$	$	()
Provision for/(benefit from) income taxes	$	$	$	()
Net Income/(Loss)	$	$	$	()
Less Preferred Stock Dividend Requirement	$	$	$
Net Income/(Loss) Available to Common Stock and Participating Securities	$	$	$	()

Basic Earnings/(Loss) per Common Share	$	$	$	()
Diluted Earnings/(Loss) per Common Share	$	$	$	()

The accompanying notes are an integral part of the consolidated financial statements.


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MFA FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)


	For the Year Ended December 31,
(In Thousands)	2024	2023	2022
Net income/(loss)	$	$	$	()
Other Comprehensive Income/(Loss):
Unrealized gains/(losses) on securities available-for-sale		()	()
Reclassification adjustment for securities sales included in net income	()	()



Changes in fair value of financing agreements at fair value due to changes in instrument-specific credit risk
Other Comprehensive Income/(Loss)	()	()	()
Comprehensive Income/(Loss) before preferred stock dividends	$	$	$	()
Dividends required on preferred stock	()	()	()
Comprehensive Income/(Loss) Available to Common Stock and Participating Securities	$	$	$	()

The accompanying notes are an integral part of the consolidated financial statements.


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MFA FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In Thousands,
Except Per Share Amounts)

Preferred Stock

% Series B Cumulative Redeemable - Liquidation Preference $ per Share

Preferred Stock

% Series C Fixed-to-Floating Cumulative Redeemable - Liquidation Preference $ per Share

Common Stock

Additional Paid-in Capital

Accumulated
Deficit

Accumulated Other Comprehensive Income

Total

Amount

Balance at December 31, 2022

()

Net income

—

Issuance of common stock, net of expenses

—

()

—

()

Repurchase of shares of common stock (1)

—

()

—

()

—

()

Equity based compensation expense

—

Change in accrued dividends attributable to stock-based awards

—

()

—

()

Dividends declared on common stock ($ per share)

—

()

—

()

Dividends declared on Series B Preferred Stock ($ per share)

—

()

—

()

Dividends declared on Series C Preferred Stock ($ per share)

—

()

—

()

Dividends attributable to dividend equivalents

—

()

—

()

Change in unrealized losses on securities, net

—

()

Balance at December 31, 2023

()


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MFA FINANCIAL, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In Thousands,
Except Per Share Amounts)

Preferred Stock

% Series B Cumulative Redeemable - Liquidation Preference $ per Share

Preferred Stock

% Series C Fixed-to-Floating Cumulative Redeemable - Liquidation Preference $ per Share

Common Stock

Additional Paid-in Capital

Accumulated
Deficit

Accumulated Other Comprehensive Income

Total

Amount

Balance at December 31, 2021

()

Net loss

—

()

—

()

Issuance of common stock, net of expenses

—

Repurchase of shares of common stock (1)

—

()

—

()

Equity based compensation expense

—

Change in accrued dividends attributable to stock-based awards

—

()

—

()

Dividends declared on common stock ($ per share)

—

()

—

()

Dividends declared on Series B Preferred Stock ($ per share)

—

()

—

()

Dividends declared on Series C Preferred Stock ($ per share)

—

()

—

()

Dividends attributable to dividend equivalents

—

()

—

()

Change in unrealized losses on securities, net

—

()

Changes in fair value of financing agreements at fair value due to changes in instrument-specific credit risk

—

Balance at December 31, 2022

()

(1) million ( shares) surrendered for tax purposes related to equity-based compensation awards. For the year ended December 31, 2023, includes approximately $ million ( shares) surrendered for tax purposes related to equity-based compensation awards. For the year ended December 31, 2022, includes approximately $ million ( shares) surrendered for tax purposes related to equity-based compensation awards.

The accompanying notes are an integral part of the consolidated financial statements.


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MFA FINANCIAL, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
	For the Year Ended December 31,
(In Thousands)	2024		2023		2022
Cash Flows From Operating Activities:
Net income/(loss)	$		$		$	()
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Net (gain)/loss on residential whole loans	()		()
Impairment and other net (gain)/loss on securities and other portfolio investments, net			()
Net gain on real estate owned	()		()		()
Accretion of purchase discounts and amortization of purchase premiums on residential whole loans and securities	()		()		()
Provision/(reversal of provision) for credit losses on residential whole loans and other assets	()		()
Net (gain)/loss on derivatives used for risk management purposes	()				()
Net (gain)/loss on securitized debt measured at fair value through earnings					()
Net margin received/(paid) for derivatives used for risk management purposes			()
Net other non-cash (gains)/losses included in net income
(Increase)/decrease in other assets			()
Increase/(decrease) in other liabilities	()				()
Net cash provided by/(used in) operating activities	$		$		$
Cash Flows From Investing Activities:
Purchases and origination of residential whole loans, loan related investments and capitalized advances	$	()	$	()	$	()
Proceeds from sales of residential whole loans
Principal payments on residential whole loans and loan related investments

Purchases of securities	()		()
Proceeds from sales of securities and other assets
Principal payments on securities

Proceeds from sales of real estate owned
Other investing activities			()
Net cash provided by/(used in) investing activities	$	()	$	()	$	()
Cash Flows From Financing Activities:
Principal payments on financing agreements with mark-to-market collateral provisions	$	()	$	()	$	()
Proceeds from borrowings under financing agreements with mark-to-market collateral provisions
Principal payments on other collateralized financing agreements	()		()		()
Proceeds from borrowings under other collateralized financing agreements
Payments made for other collateralized financing agreement related costs	()		()		()
Redemption and repurchase of convertible senior notes	()		()



Proceeds from issuance of senior notes
Payments made for settlements and unwinds of Swaps	()
Proceeds from issuances of common stock, net of expenses	()		()
Payments made for the repurchase of common stock	()				()


Dividends paid on preferred stock	()		()		()
Dividends paid on common stock and dividend equivalents	()		()		()
Net cash provided by/(used in) financing activities	$		$		$
Net increase/(decrease) in cash, cash equivalents and restricted cash	$		$	()	$
Cash, cash equivalents and restricted cash at beginning of period	$		$		$
Cash, cash equivalents and restricted cash at end of period	$		$		$

Supplemental Disclosure of Cash Flow Information
Cash paid for interest	$		$		$

Non-cash Investing and Financing Activities:
Transfer from residential whole loans to real estate owned	$		$		$
Transfer from commercial loans to real estate owned	$		$		$
Dividends and dividend equivalents declared and unpaid	$		$		$






Receivable for sale of unsettled residential whole loans	$		$		$
Payable for unsettled investment purchases	$		$		$
Deconsolidation of securitized Agency eligible investor loans and related debt	$		$		$

The accompanying notes are an integral part of the consolidated financial statements.


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MFA FINANCIAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

(b)

million of purchased residential whole loans, at fair value were recorded on the consolidated balance sheet and settled after period-end.

The Company’s residential whole loans are primarily comprised of: (i) loans to finance (or refinance) one-to-four family residential properties that are not considered to meet the definition of a “Qualified Mortgage” in accordance with guidelines adopted by the Consumer Financial Protection Bureau (“Non-QM loans”), (ii) short-term business purpose loans collateralized by residential


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MFA FINANCIAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

million, made to non-occupant borrowers that generally intend to moderately rehabilitate or stabilize and then refinance or sell the properties (“Multifamily transitional loans”) (collectively with Single-family transitional loans, “Transitional loans”, also sometimes referred to as “Rehabilitation loans” or “Fix and Flip loans”), (iv) business purpose loans to finance (or refinance) non-owner occupied one-to-four family residential properties that are rented to one or more tenants (“Single-family rental loans” and, collectively with Transitional loans, “Business purpose loans”), (v) loans primarily secured by residential real estate that were generally either non-performing or re-performing at acquisition (“Legacy RPL/NPL loans”) and (vi) loans on investor properties that conform to the standards for purchase by a federally chartered corporation, such as the Federal National Mortgage Association (“Fannie Mae”) or the Federal Home Loan Mortgage Corporation (“Freddie Mac”) (“Agency eligible investor loans”, which are included in “Other loans”). Residential Whole loans are initially recorded at their purchase price (or amount funded for originated loans). Interest income is accrued based on each loan’s current interest bearing balance and current interest rate. Interest income on loans acquired at a premium/discount to par is recorded each period based on the contractual coupon net of any amortization of premium or accretion of discount, adjusted for actual prepayment activity. For loans acquired with related servicing rights retained by the seller, interest income is reported net of related servicing costs.

For loans acquired prior to the second quarter of 2021 for which the fair value option was not elected, an allowance for credit losses is recorded at acquisition, and maintained on an ongoing basis, for all credit losses expected over the life of the respective loan. Any required credit loss allowance would reduce the net carrying value of the loan with a corresponding charge to earnings, and may increase or decrease over time. Judgments are required in determining any allowance for credit loss, including assumptions regarding the loan cash flows expected to be collected, the value of the underlying collateral and the ability of the Company to collect on any other forms of security, such as a personal guaranty provided either by the borrower or an affiliate of the borrower.

Income recognition is suspended, and interest accruals are reversed against income, for loans at the earlier of the date on which payments become 90 days past due or when, in the opinion of management, a full recovery of income and principal becomes doubtful (i.e., such loans are placed on nonaccrual status). For nonaccrual loans, interest income is recorded when interest payments are received. Interest accruals are resumed when the loan becomes contractually current. A loan is written off when it is no longer realizable and/or it is legally discharged.

Charge-offs to the allowance for loan losses occur when losses are confirmed through the receipt of cash or other consideration from the completion of a sale; when a modification or restructuring takes place in which we grant a concession to a borrower or agree to a discount in full or partial satisfaction of the loan; when we take ownership and control of the underlying collateral in full satisfaction of the loan; when loans are reclassified as other investments; or when significant collection efforts have ceased and it is highly likely that a loss has been realized.

The aggregate allowance for credit losses is equal to the sum of the losses expected over the life of each respective loan. Expected losses are generally calculated based on the estimated probability of default and loss severity of loans in the portfolio, which involves projecting each loan’s expected cash flows based on their contractual terms, expected prepayments, and estimated default and loss severity rates. The expected losses in these projected cash flows are not discounted. The default and severity rates were estimated based on the following steps: (i) obtained the Company’s historical experience through an entire economic cycle for each loan type or, to the extent the Company did not have sufficient historical loss experience for a given loan type, publicly available data derived from the historical loss experience of certain banks, which data the Company believes is generally representative of its portfolio, (ii) obtained historical economic data (U.S. unemployment rates and home price appreciation) over the same period, and (iii) estimated default and severity rates during three distinct future periods based on historical default and severity rates during periods when economic conditions similar to those forecasted were experienced. The default and severity rates were applied to the estimated amount of loans outstanding during each future period, based on contractual terms and expected prepayments. Expected prepayments are estimated based on historical experience and current and expected future economic conditions, including market interest rates. The three periods were as follows: (i) a one-year forecast of economic conditions based on U.S. unemployment rates and home price appreciation, followed by (ii) a two-year “reversion” period during which economic conditions (U.S. unemployment rates and home price appreciation) are projected to revert to historical averages on a straight line basis, followed by (iii) the remaining life of each loan, during which period economic conditions (U.S. unemployment rates and home price appreciation) are projected to equal historical averages. In addition, a liability is established (and recorded in Other Liabilities) each period using a similar methodology for committed but undrawn loan amounts. The Company forecasts future economic conditions based on forecasts provided by an external preparer of economic forecasts, as well as its own knowledge of the market and its portfolio. The Company may consider multiple scenarios and select the one that it believes results in the most reasonable estimate of expected losses. The Company may apply qualitative adjustments to these results as further described in Note 3. For certain loans where foreclosure has been deemed to be probable, loss estimates are based on whether the value of the


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MFA FINANCIAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

% or less to creditworthy borrowers. The Company believes that amounts paid to acquire these loans represent fair market value at the date of acquisition. Loans considered credit deteriorated are initially recorded at their purchase price on a net basis, after establishing an initial allowance for credit losses (their initial cost basis is equal to their purchase price plus the initial allowance for credit losses). Subsequent to acquisition, the gross recorded amount for these loans reflects the initial cost basis, plus accretion/amortization of interest income, less principal and interest cash flows received. These credit deteriorated loans are presented on the Company’s consolidated balance sheets at carrying value, which reflects the recorded cost basis reduced by any allowance for credit losses. Interest income on such loans purchased is recorded each period based on the contractual coupon net of accretion/amortization of the difference between their cost basis and unpaid principal balance (“UPB”), subject to the Company’s nonaccrual policy.

Loans Held-for-Sale

For loans for which the fair value option was not elected, once a decision has been made to sell loans previously classified as held for investment, such loans are considered held-for-sale and are carried at the lower of cost or fair value.

Residential Whole Loans at Fair Value

Certain of the Company’s residential whole loans are presented at fair value on its consolidated balance sheets as a result of a fair value election made at the time of acquisition or origination. The Company generally considers accounting for these loans at fair value to be more reflective of the expected pattern of returns from these loans under current economic conditions. The Company determines the fair value of its residential whole loans held at fair value after considering portfolio valuations obtained from third-parties that specialize in providing valuations of residential mortgage loans and trading activity observed in the marketplace. Subsequent changes in fair value are reported in current period earnings and presented in Net (loss)/gain on residential whole loans measured at fair value through earnings on the Company’s consolidated statements of operations.

Interest income is recorded on these loans based on their yield and is presented as part of interest income in the Company’s consolidated statements of operations. Cash outflows associated with loan-related advances made by the Company on behalf of the borrower are included in the basis of the loan and are reflected in unrealized gains or losses reported each period. Income and costs associated with originating loans on which the fair value option was elected are recorded in other income and expense, respectively, in the period in which they are earned or incurred.

(c)


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

(d)

At December 31, 2024 and December 31, 2023, the Company had cash and cash equivalents of $ million and $ million, respectively. At December 31, 2024 and December 31, 2023, the Company had $ million and $ million, respectively, of investments in overnight money market funds, which are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. In addition, deposits in FDIC insured accounts generally exceed insured limits (see Notes 6 and 13).

(e)

The Company had aggregate restricted cash of $ million and $ million at December 31, 2024 and December 31, 2023, respectively (see Notes 5(e), 6 and 13).

(f)

million, which represents the excess of the fair value of consideration paid over the fair value of net assets acquired in connection with the acquisition of Lima One, and other intangible assets of $ million and $ million, respectively (net of amortization), primarily comprised of customer relationships, non-competition agreements (fully amortized as of June 30, 2022), trademarks and trade names, and internally developed software recognized as part of the acquisition of Lima One (see Note 5(b)). The intangible assets are amortized over their expected useful lives, which ranged from one to at acquisition. Goodwill, which is not subject to amortization, and intangible assets are tested for impairment at least annually, or more frequently under certain circumstances that could reduce the fair value of the Lima One reporting unit (a component of the Lima One segment) below its carrying amount. Through December 31, 2024, the Company had not recognized any impairment against its goodwill or intangible assets. Goodwill and intangible assets are included in Other assets on the Company’s consolidated balance sheets.

(g)


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MFA FINANCIAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

See Notes 5 and 9 for further discussion on leases.

at the time of purchase. Multifamily REO properties have estimated useful lives of years at the time of acquisition and Commercial properties held within unconsolidated VIEs have estimated useful lives of years.

(i)

(j)

(k)


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

(l)

period, subject only to continued employment, and others of which cliff vest after a period, subject to both continued employment and the achievement of certain performance criteria based on a formula tied to the Company’s achievement of average total shareholder return (“TSR”) during that period, as well as the TSR of the Company relative to the TSR of a group of peer companies (over the period) selected by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) at the date of grant. The features in these awards related to the attainment of TSR over a specified period constitute a “market condition,” which impacts the amount of compensation expense recognized for these awards. Specifically, the uncertainty regarding the achievement of the market condition was reflected in the grant date fair value of the RSUs, which is recognized as compensation expense over the relevant vesting period. The amount of compensation expense recognized is not dependent on whether the market condition was or will be achieved.

(m)

% Convertible Senior Notes due 2024 (the “Convertible Senior Notes”) were included in the calculation of diluted EPS if the assumed conversion into common shares was dilutive, using the “if-converted” method until their maturity and repayment in full. This calculation involved adding back the periodic interest expense associated with the Convertible Senior Notes to the numerator and by adding the shares that would have been issued in an assumed conversion (regardless of whether the conversion option is in or out of the money) to the denominator for the purposes of calculating diluted EPS (see Note 11).

(n)


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

(o)

(p)

(see Notes 2(b), 2(c), 3, 4, and 13).

(q)


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

(r)

(s)

and may be subject to clawback if the commitments are not fulfilled. No material amounts related to any incentives have been recognized through December 31, 2024.

(t)


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MFA FINANCIAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

billion and $ billion, respectively, of residential whole loans generally arising from the Company’s interests in certain trusts established to acquire the loans and certain entities established in connection with its loan securitization transactions. The Company has assessed that these entities are required to be consolidated for financial reporting purposes. Starting in the second quarter of 2021, the Company elected the fair value option for all loan acquisitions, including loans originated by Lima One subsequent to its acquisition by the Company. Prior to the second quarter of 2021, the fair value option was typically elected only for loans that were 60 days or more days delinquent at purchase.

$ $ $ $ $ Multifamily transitional loans

Single-family rental loans (2)

Total Business purpose loans$ $ $ $ $ $ Non-QM loans Legacy RPL/NPL loans$ $ $ $ $ $ Other loans$ $ $ $ $ $ Allowance for Credit Losses$()$()$ $ $()$()Total Residential whole loans$ $ $ $ $ $ Number of loans

(1) Includes $ million and $ million of loans collateralized by new construction projects at origination as of December 31, 2024 and December 31, 2023, respectively.

(2) As of December 31, 2024, loans were held-for-sale and as of December 31, 2023, $ million of held-for sale loans were included in the carrying value. For the year ended December 31, 2024, the Company recorded a $ million gain on these loans resulting from their sale.


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

$ $ % %$ $ $ $ %

Multifamily transitional (4)

% % Single-family rental % %

Total Business purpose loans

$ $ $ % %$ $ $ $ Non-QM loans % % Legacy RPL/NPL loans % % %Other loans % % %Residential whole loans, total or weighted average$ $ $ % %$ $ $ $ %

December 31, 2023


	Asset Amount	Fair Value	Unpaid Principal Balance (“UPB”)	Weighted Average Coupon (1)		Weighted Average Term to Maturity (Months)	Weighted Average LTV Ratio (2)		Weighted Average Original FICO (3)	Aging by UPB				60+ Days Past Due %
											Past Due Days
(Dollars In Thousands)										Current	30-59	60-89	90+
Business Purpose Loans:
Single-family transitional (4)	$	$	$		%			%		$	$	$	$		%
Multifamily transitional (4)					%			%
Single-family rental					%			%
Total Business purpose loans	$	$	$		%			%		$	$	$	$
Non-QM loans (5)					%			%
Legacy RPL/NPL loans					%			%							%
Other loans					%			%
Residential whole loans, total or weighted average	$	$	$		%			%		$	$	$	$		%

(1)Weighted average is calculated based on the interest bearing principal balance of each loan within the related category. For loans acquired with servicing rights released by the seller, interest rates included in the calculation do not reflect loan servicing fees. For loans acquired with servicing rights retained by the seller, interest rates included in the calculation are net of servicing fees.

(2)LTV represents the ratio of the total unpaid principal balance of the loan to the estimated value of the collateral securing the related loan as of the most recent date available, which may be the origination date. Excluded from the calculation of weighted average are certain low value loans secured by vacant lots, for which the LTV ratio is not meaningful.

(3)Excludes loans for which no Fair Isaac Corporation (“FICO”) score is available.

(4)For Single-family and Multifamily transitional loans, the LTV presented is the ratio of the maximum unpaid principal balance of the loan, including unfunded commitments, to the estimated “after repaired” value of the collateral securing the related loan, where available. For certain Single-family transitional loans, totaling $ million and $ million at December 31, 2024 and December 31, 2023, respectively, and certain Multifamily transitional loans, totaling $ million and $ million at December 31, 2024 and December 31, 2023, respectively, an after repaired valuation was not available. For these loans, the weighted average LTV is calculated based on the current unpaid principal balance and the as-is value of the collateral securing the related loan.

(5)Excluded from the table above are approximately $ million of Residential whole loans, at fair value for which the closing of the purchase transaction had not occurred as of December 31, 2023.


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

million were sold, realizing losses, before the impact of economic hedging and the reversal of previously recognized unrealized losses, of $ million. Upon sale, the Company reversed $ million of previously recognized unrealized losses, resulting in a net gain on sale of $ million. During 2023, Non-QM loans with an unpaid principal balance of $ million were sold, realizing losses, before the impact of economic hedging gains and the reversal of previously recognized unrealized losses, of $ million. Upon sale, the Company reversed $ million of previously recognized unrealized losses, resulting in a net gain on sale of $ million.

Allowance for Credit Losses

$ $ $ $

Current provision/(reversal)

() ()()()Write-offs() ()()

Allowance for credit losses at March 31, 2024

$ $ $ $ $ Current provision/(reversal)() ()()()Write-offs()() ()()

Allowance for credit losses at June 30, 2024

$ $ $ $ $ Current provision/(reversal) ()()Write-offs()() ()()

Allowance for credit losses at September 30, 2024

$ $ $ $ $ Current provision/(reversal) () Write-offs()() ()()

Allowance for credit losses at December 31, 2024

$ $ $ $ $

Year Ended December 31, 2023

(Dollars In Thousands)

Single-family transitional loans (1)(2)

Single-family rental loans

Non-QM loans

Legacy RPL/NPL loans (3)

Totals

Allowance for credit losses at December 31, 2022

Current provision

()

Write-offs

()

Allowance for credit losses at March 31, 2023

Current provision/(reversal)

()

Write-offs

()

Allowance for credit losses at June 30, 2023

Current provision/(reversal)

()

Write-offs

()

Allowance for credit losses at September 30, 2023

Current provision/(reversal)

()

Write-offs

()

Allowance for credit losses at December 31, 2023

(1)In connection with Single-family transitional loans at carrying value, the Company had unfunded commitments of $ million and $ million as of December 31, 2024 and 2023, respectively, with an allowance for credit losses of $ and $ at December 31, 2024 and 2023, respectively. Such allowance is included in “Other liabilities” in the Company’s consolidated balance sheets (see Note 7).

(2)Includes $ million and $ million of loans that were assessed for credit losses based on a collateral dependent methodology as of December 31, 2024 and 2023, respectively.

million and $ million of loans that were assessed for credit losses based on a collateral dependent methodology as of December 31, 2024 and 2023, respectively.


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

million and $ million, respectively. During the year ended December 31, 2024, the Company recognized $ million of interest income on loans on nonaccrual status, including $ million on its portfolio of loans which were non-performing at acquisition. At December 31, 2024 and December 31, 2023, there were approximately $ million and $ million, respectively, of loans held at carrying value on nonaccrual status that did not have an associated allowance for credit losses because they were determined to be collateral dependent and the estimated fair value of the related collateral exceeded the carrying value of each loan, respectively.

During the year ended December 31, 2024, the Company granted loan modifications in its carrying value loan portfolio which gave borrowers term extensions. The average increase in weighted average life was months. As of December 31, 2024, the carrying value of these loans were approximately $ million. As of December 31, 2024, of these modifications was delinquent for more than 90 days.

$ $ $ $

LTV > 80% (1)

Total Business purpose loans

$ $ $ $ $ Twelve Months Ended December 31, 2024 Gross write-offs$ $ $ $ $

Non-QM loans

LTV <= 80% (1)

$ $ $ $ $

LTV > 80% (1)

Total Non-QM loans

$ $ $ $ $ Twelve Months Ended December 31, 2024 Gross write-offs$ $ $ $ $

Legacy RPL/NPL loans

LTV <= 80% (1)

$ $ $ $ $

LTV > 80% (1)

Total Legacy RPL/NPL loans

$ $ $ $ $ Twelve Months Ended December 31, 2024 Gross write-offs$ $ $ $ $

Total LTV <= 80% (1)

$ $ $ $ $

Total LTV > 80% (1)

Total Residential whole loans, at carrying value

$ $ $ $ $ Twelve Months Ended December 31, 2024 Total Gross write-offs$ $ $ $ $

(1)LTV represents the ratio of the total unpaid principal balance of the loan to the estimated value of the collateral securing the related loan as of the most recent date available, which may be the origination date. For Single-family and Multifamily transitional loans, the LTV presented is the ratio of the maximum unpaid principal balance of the loan, including unfunded commitments, to the estimated “after repaired” value of the collateral securing the related loan, where available. For certain Single-family transitional loans, an after repaired valuation was not obtained and the loan was underwritten based on an “as is” valuation. Excluded from the calculation of weighted average LTV are certain low value loans secured by vacant lots for which the LTV is not meaningful.


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MFA FINANCIAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

$ $ $ $ $ $ Multifamily transitional loans Single-family rental loans Non-QM loans Legacy RPL/NPL loans Other loans Total Residential whole loans, at fair value$ $ $ $ $ $ $

) Multifamily transitional loans() ()Single-family rental loans() Non-QM loans() Legacy RPL/NPL loans()()()Other loans

Total Residential whole loans

()()()


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

$ %Multifamily transitional loans %Single-family rental loans %Total Business purpose loans Non-QM loans %Legacy RPL/NPL loans$ $ %Other loans$ $ %Total Residential whole loans$ $

December 31, 2023

(Dollars In Thousands)

Carrying Value / Fair Value

UPB

LTV (1)

Business purpose loans:

Single-family transitional loans

Multifamily transitional loans

Single-family rental loans

Total Business purpose loans

Non-QM loans

Legacy RPL/NPL loans

Other loans

Total Residential whole loans

$ $ $ $ $ $ $ $

Multifamily transitional loans

Single-family rental loans

Total Business purpose loans

$ $ $ $ $ $ $ $ $

Non-QM loans

$ $ $ $ $ $ $ $ $

Legacy RPL/NPL loans

$ $ $ $ $ $ $ $ $

Other loans

$ $ $ $ $ $ $ $ $

Total Residential whole loans

$ $ $ $ $ $ $ $ $


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MFA FINANCIAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

)$ $()Multifamily transitional loans() ()

Single-family rental loans

()Total Business purpose loans$()$ $()Non-QM loans ()Legacy RPL/NPL loans() ()Other loans() ()

Total Residential whole loans

$ $ $()

% Coupon$ % %$ %

% Coupon

Total$ % %$ %

December 31, 2023

(Dollars in Thousands)

Current
Face

Weighted
Average
Purchase
Price

Weighted
Average
Market
Price

Fair
Value

Weighted
Average
Loan Age
(Months)

CPR (1)

30-Year Fixed Rate:

% Coupon

Total

(1) Reflects the average of the one month CPR for the number of months the security was held during the most recent three month period.

Term Notes Backed by MSR Collateral

At December 31, 2024 and 2023, the Company had $ million and $ million, respectively, of term notes issued by SPVs that have acquired rights to receive cash flows representing the servicing fees and/or excess servicing spread associated with certain MSRs. Payment of principal and interest on these term notes is considered to be largely dependent on cash flows generated by the underlying MSRs, as this impacts the cash flows available to the SPV that issued the term notes.


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MFA FINANCIAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

million, gross unrealized gains of approximately $ million, a weighted average yield of % and a weighted average term to maturity of years. At December 31, 2023, the term notes had an amortized cost of $ million, gross unrealized gains of approximately $ million, a weighted average yield of % and a weighted average term to maturity of years. The issuer of the notes had a -time option to extend the maturity of the notes for an additional , subject to satisfaction of certain conditions, which was exercised in October 2023. The coupon stepped up by % at the time of the extension.

CRT Securities

CRT securities are debt obligations issued by or sponsored by Fannie Mae and Freddie Mac. The coupon payments on CRT securities are paid by the issuer and the principal payments received are dependent on the performance of loans in either a reference pool or an actual pool of loans. At December 31, 2024 and December 31, 2023, the Company had $ million and $ million, respectively, of CRT securities. As an investor in a CRT security, the Company may incur a principal loss if the performance of the actual or reference pool loans results in either an actual or calculated loss that exceeds the credit enhancement of the security owned by the Company. The Company assesses the credit risk associated with its investments in CRT securities by assessing the current and expected future performance of the associated loan pool. The Company pledges a portion of its CRT securities as collateral against its borrowings under repurchase agreements (see Note 6).

Non-Agency MBS

Non-Agency MBS are primarily secured by pools of residential mortgages, which are not guaranteed by an agency of the U.S. Government or any federally chartered corporation. At December 31, 2024, and December 31, 2023, the Company had $ million and $ million, respectively, of Non-Agency MBS. These securities were acquired on the de-consolidation of certain trusts that held previously securitized Agency eligible investor loans.

$ $()$ $ $ $()$()$

Other Securities (2)(3)(4)

()() ()

Total residential mortgage securities (2)(3)(4)

$ $ $()$()$ $ $()$()$

December 31, 2023

(In Thousands)

Principal/ Current
Face

Purchase
Premiums

Accretable
Purchase
Discounts

Discount

Designated

as Credit Reserve (1)

Gross Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Net
Unrealized
Gain/(Loss)

Fair Value

Agency MBS

()

Other Securities (2)(3)(4)

()

Total residential mortgage securities (2)(3)(4)

()

(1)Discount designated as Credit Reserve is generally not expected to be accreted into interest income.

(2)Based on management’s current estimates of future principal cash flows expected to be received.

(3)Amounts disclosed at December 31, 2024 include CRT securities with a fair value of $ million for which the fair value option has been elected. Such securities had approximately $ million gross unrealized gains and gross unrealized losses at December 31, 2024. Amounts disclosed at December 31, 2023 includes CRT securities with a fair value of $ million for which the fair value option has been elected. Such securities had gross unrealized gains of approximately $ million and gross unrealized losses at December 31, 2023.

million for which the fair value option has been elected. Such securities had approximately $ million gross unrealized gains and $ million gross unrealized losses at December 31, 2024. Amounts disclosed at December 31, 2023 include Non-Agency MBS with a fair value of $ million for which the fair value option has been elected. Such securities had $ million gross unrealized gains and $ million gross unrealized losses at December 31, 2023.


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MFA FINANCIAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

million, realizing a gain of $ million. During the year ended December 31, 2024, the Company sold MSR securities for approximately $ million, realizing gains of $ million. During the year ended December 31, 2023, the Company sold MSR securities for approximately $ million, realizing gains of $. During the year ended December 31, 2022, the Company sold CRT securities for approximately $ million, realizing gains of $.

Impairment and other net gain/(loss) on securities and other portfolio investments

)$ $()Net realized gain/(loss) from the sale of securities Total Impairment and other net gain/(loss) on securities$()$ $()Net unrealized gain/(loss) on other portfolio investments$()$ $()Net realized gain/(loss) on other portfolio investments ()

Reversal of impairment/(impairment) other portfolio investments

() Total Impairment and other net gain/(loss) on securities and other portfolio investments$()$ $()

Unrealized Losses on Residential Mortgage Securities

There were gross unrealized losses on the Company’s AFS securities (whose changes in fair value are recorded through OCI) at December 31, 2024.

There were allowances for credit losses recorded with respect to the Company’s AFS securities for any of the periods presented. The Company did recognize an allowance for credit losses through earnings related to its AFS securities for the years ended December 31, 2024, 2023 and 2022.

Impact of AFS Securities on AOCI

$ $

Unrealized gains/(losses) on securities available-for-sale

()()Reclassification adjustment for MBS sales included in net income()() Change in AOCI from AFS securities()()()Balance at end of period$ $ $


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MFA FINANCIAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

$ $

Effective yield adjustment (1)(2)

()() Interest income$ $ $ Other MBSCoupon interest$ $ $

Effective yield adjustment (1)(2)

Interest income$ $ $ Term notes backed by MSR collateralCoupon interest$ $ $

Effective yield adjustment (2)(3)

$ $ $ Interest income$ $ $

(1)Includes amortization of premium paid net of accretion of purchase discount. Interest income is recorded at an effective yield, which reflects net premium amortization/accretion based on actual prepayment activity.

(2)The effective yield adjustment is the difference between the net income calculated using the net yield less the current coupon yield. The net yield may be based on management’s estimates of the amount and timing of future cash flows or in the instrument’s contractual cash flows, depending on the relevant accounting standards.

million of accretion income recognized during the year ended December 31, 2022, due to the impact of the redemption at par of MSR-related assets that had been held at amortized cost basis below par due to an impairment charge recorded in the first quarter of 2020.

Commercial REO Goodwill

Intangibles, net (1)

Capital contributions made to loan origination partners Commercial loans Interest receivable Other loan related receivables

Lease right-of-use asset (2)

Other Total Other Assets$ $

(1)Net of aggregate accumulated amortization of $ million and $ million as of December 31, 2024 and 2023, respectively.

% was used in connection with the Company’s primary operating lease (see Notes 2


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MFA FINANCIAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

$ Non-QM loans Legacy RPL/NPL loans Total$ $ Number of properties

At December 31, 2024, $ million of residential real estate property was held by the Company that was acquired either through a completed foreclosure proceeding or from completion of a deed-in-lieu of foreclosure or similar legal agreement. In addition, formal foreclosure proceedings were in process with respect to $ million of residential whole loans held at carrying value and $ million of residential whole loans held at fair value at December 31, 2024.

Adjustments to record at lower of cost or fair value

()()

Transfer from residential whole loans (1)

Purchases and capital improvements, net

Disposals and other (2)

()()Balance at end of period$ $ Number of properties

(1)The Company recognized $() million and $ million, respectively, on Residential whole loans in Other Income/(Loss), net associated with the transfer of loans to REO for the years ended December 31, 2024 and December 31, 2023.

REO properties for consideration of $ million, realizing net gains of approximately $ million. During the year ended December 31, 2023, the Company sold REO properties for consideration of $ million, realizing net gains of approximately $ million. These amounts are included in Other Income/(Loss), net on the Company’s consolidated statements of operations.

Commercial REO

In December 2023, the Company received a % interest in an entity which owns a newly constructed industrial property as part of the negotiated settlement of a delinquent commercial mortgage loan. In the third quarter of 2024, the Company received % and % interests, respectively, in additional VIEs through foreclosure of a multifamily property and a senior living facility underlying delinquent commercial mortgage loans. Each of these entities was determined to be a VIE but the Company was not determined to be the primary beneficiary; as a result, the investments in the entities are considered equity method investments. During 2024, the Company recorded a $ million loss based on updated valuations of the property acquired in 2023, which the Company sold in December 2024. Each entity accounts for its respective commercial REO property similarly to the manner in which the Company accounts for its residential REO. The entities generally do not own any other significant assets or carry any significant liabilities, except that entities contain properties encumbered by third-party financing. The property acquired in 2023 was considered held-for-sale, while the properties foreclosed in 2024 are considered held-for-investment.

million and finite-lived intangible assets totaling $ million. In 2024, the Company changed its annual goodwill impairment assessment date from November 30 to October 1. impairment has been recorded since the goodwill was initially recognized.


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

$()$()$()$ Customer Relationships ()()() Internally Developed Software ()()() Non-Compete Agreements () Total Identified Intangibles$ $()$()$()$

million, including $ million of common equity (including partnership interests) and $ million of preferred equity.

During the year ended December 31, 2024, there were impairment charges recorded by the Company on its investment in loan origination partners. During the year ended December 31, 2023, the Company recorded an impairment charge in earnings of $ million against the carrying value of its investment in loan origination partner. In 2023, the Company sold a preferred equity interest in loan origination partner, which was recorded at $ million, and recorded a gain of $ million. During the year ended December 2022, the Company recorded an impairment charge against earnings of $ million against the carrying value of its investment in loan origination partner, bringing the net carrying value of this investment to as of June 30, 2022. This impairment charge was recorded in Provision for credit losses on other assets in the consolidated statement of operations. Further, for the year ended December 31, 2022, the Company recorded a valuation adjustment of $ million against its investment in a loan origination partner that is accounted for at fair value through earnings.

Prior to December 31, 2024, the Company had elected to account for certain of these investments pursuant to the fair value option, where changes in estimated fair value were recorded on the statement of operations. Such changes in estimated fair value resulted in gains/(losses) being recorded of $() million, $ million and $() million during 2024, 2023, and 2022 respectively.

For certain of the Company’s investments, the interests acquired to date by the Company generally do not have a readily determinable fair value. Consequently, the Company accounts for these interests (including any acquired options and warrants) in loan originators initially at cost. The carrying value of these investments will be adjusted if it is determined that an impairment has occurred or if there has been a subsequent observable transaction in either the investee company’s equity securities or a similar security that provides evidence to support an adjustment to the carrying value. In addition, for certain partners, options or warrants have also been acquired that provide the Company the ability to increase the level of its investment if certain conditions are met. At the end of each reporting period, or earlier if circumstances warrant, the Company evaluates whether the nature of its interests and other involvement with the investee entity requires the Company to apply equity method accounting or consolidate the results of the investee entity with the Company’s financial results.

% of the total UPB of the related loans and the remaining interest in each loan was retained by the originator of such loan. The commercial mortgage loans are collateralized by multifamily property and office property. The commercial mortgage loans are first liens and bear variable interest rates. The Company has received interests in of the previously underlying properties, as further described above under “Commercial REO.”


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MFA FINANCIAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

$ %$ %Commercial Loans - December 31, 2023$ $ %$ %

$ Restricted Cash

At December 31, 2024, the Company had Swaps with an aggregate notional amount of $ billion and an average maturity of approximately months with a maximum term of approximately months.

% %$ % %Over 30 days to 3 months Over 3 months to 6 months Over 6 months to 12 months Over 12 months to 24 months Over 24 months to 36 months Over 36 months to 48 months Over 48 months to 60 months Over 60 months to 72 months

Over 72 months

Total Swaps$ % %$ % %

(1)Each maturity category reflects contractual amortization and/or maturity of notional amounts.


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MFA FINANCIAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

$ $ Expense on swap fixed pay leg()()()

Unrealized mark-to-market gain/(loss)

() Net price alignment expense on margin collateral received()()()

Realized gain/(loss) on terminated swaps

()

Net gain on TBA short positions

Total Net gain/(loss) on derivatives used for risk management purposes

$ $ $


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MFA FINANCIAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

$ %7.9Agreements with mark-to-market collateral provisionsSecurities %0.2Total Agreements with mark-to-market collateral provisions %Agreements with non-mark-to-market collateral provisions

Residential whole loans and REO

%10.4Securitized debt

Residential whole loans

%See Note 14Convertible senior notesUnsecured %

% Senior Notes due 2029

Unsecured %49.5

% Senior Notes due 2029

Unsecured %55.5Impact of net Swap carry()%

Total Financing agreements (2)

$ $ %


		December 31, 2023
(Dollars In Thousands)	Collateral	Unpaid Principal Balance	Fair Value/Carrying Value (1)	Weighted Average Cost of Funding (2)		Weighted Average Term to Maturity (Months)
Agreements with mark-to-market collateral provisions	Residential whole loans and REO	$	$		%	11.8
Agreements with mark-to-market collateral provisions	Securities				%	0.2
Total Agreements with mark-to-market collateral provisions					%
Agreements with non-mark-to-market collateral provisions	Residential whole loans and REO				%	20.6
Securitized debt	Residential whole loans				%	See Note 14
Convertible senior notes	Unsecured				%	5.5
Impact of net Swap carry				()	%
Total Financing agreements (2)		$	$		%

(1)The Company has both financing agreements held at fair value and financing agreements held at their carrying value (amortized cost basis). Financing agreements held at fair value are reported at estimated fair value each period as a result of the Company’s fair value option election. The fair value option was not elected for financing agreements held at carrying value. Consequently, total financing agreements as presented reflects a summation of balances reported at fair and carrying value. At December 31, 2024, the Company had $ million of agreements with mark-to-market collateral provisions held at fair value, $ million of agreements with non-mark-to-market collateral provisions held at fair value, and $ billion of securitized debt held at fair value, with amortized cost bases of $ million, $ million, and, $ billion respectively. At December 31, 2023, the Company had $ million of agreements with mark-to-market collateral provisions held at fair value, $ million of agreements with non-mark-to-market collateral provisions held at fair value, and $ billion of securitized debt held at fair value, with amortized cost bases of $ million, $ million, and $ billion, respectively.

(2)Weighted average cost of funding reflects year-to-date interest expense (inclusive of the amortization of deferred financing costs) divided by average balance for the financing agreements. The cost of funding for the total financing agreements includes the impact of the net carry (the difference between swap interest income received and swap interest expense paid) on the Company’s Swaps. For the year ended December 31, 2024, this decreased the overall funding cost by basis points, and for the year ended December 31, 2023, this decreased the overall funding cost by basis points. The Company does not allocate the impact of the net carry by type of financing agreement.


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MFA FINANCIAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

$ $ $ $ Agreements with mark-to-market collateral provisionsSecurities Total Agreements with mark-to-market collateral provisions Agreements with non-mark-to-market collateral provisions

Residential whole loans

(1)$ billion of the mark-to-market agreements (included in the 0-3 months category) can be terminated by either party.

(2)Amounts presented are based on the assumed exercise of the Company’s unilateral option to extend by the maturity of an agreement with mark-to-market collateral provisions with $ million outstanding. The longest maturity date is approximately months.

$ Fair value of residential whole loans pledged as collateral under financing agreements$ $

Weighted average haircut on residential whole loans (2)

% %Mark-to-market financing agreements secured by securities at fair value$ $ Securities at fair value pledged as collateral under financing agreements$ $

Weighted average haircut on securities at fair value (2)

% %Mark-to-market financing agreements secured by real estate owned$ $ Fair value of real estate owned pledged as collateral under financing agreements$ $

Weighted average haircut on real estate owned (2)

% %

(1)Includes an aggregate of $ million and $ million of mark-to-market financing collateralized by Non-Agency MBS with a fair value of $ million and $ million obtained in connection with the Company’s loan securitization transactions that are eliminated in consolidation as of December 31, 2024 and December 31, 2023, respectively.

$ Fair value of residential whole loans pledged as collateral under financing agreements$ $ Weighted average haircut on residential whole loans % %Non-mark-to-market financing secured by real estate owned$ $ Fair value of real estate owned pledged as collateral under financing agreements$ $ Weighted average haircut on real estate owned % %

In addition, the Company had aggregate restricted cash held in connection with its financing agreements, including securitized debt, of $ million and $ million at December 31, 2024 and 2023, respectively.


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

%$ %Over 30 days to 3 months Over 3 months to 12 months Over 12 months Total financing agreements$ %$ %

(a) Other Information on Financing Agreements

Convertible Senior Notes

In June 2019, the Company issued $ million in aggregate principal amount of its Convertible Senior Notes in an underwritten public offering. The total net proceeds the Company received from the offering were approximately $ million, after deducting offering expenses and the underwriting discount. The Convertible Senior Notes bore interest at a fixed rate of % per year. The Convertible Senior Notes were convertible at the option of the holders at any time until the close of business on the business day immediately preceding the maturity date into shares of the Company’s common stock based on a conversion rate of shares (which reflected an adjustment resulting from the Company’s Reverse Stock Split) of the Company’s common stock for each $ principal amount of the Convertible Senior Notes, which is equivalent to a conversion price of approximately $ per share of common stock. The Convertible Senior Notes had an effective interest rate, including the impact of amortization to interest expense of debt issuance costs, of %. During the three months ended June 30, 2024, the Convertible Senior Notes matured and the Company repaid the then remaining outstanding amount in full.

In February 2023, the Company’s Board authorized a repurchase program for its Convertible Senior Notes pursuant to which it could have repurchased up to $ million of its Convertible Senior Notes. During the three months ended March 31, 2024, the Company repurchased $ million principal amount of its Convertible Senior Notes for $ million and recorded a loss of $ million to Other Income/(Loss), net on the consolidated statement of operations. During the year ended December 31, 2023, the Company repurchased $ million principal amount of the Convertible Senior Notes for $ million and recorded a gain of $ million to Other Income/(Loss), net on the consolidated statement of operations.

% Senior Notes due 2029 (“% Senior Notes”)

In January 2024, the Company completed the issuance of $ million in aggregate principal amount of its % Senior Notes in an underwritten public offering. The % Senior Notes are senior unsecured obligations of the Company and bear interest at a rate equal to % per year, payable in cash quarterly in arrears on February 15, May 15, August 15, and November 15 of each year, beginning on May 15, 2024, and are expected to mature on February 15, 2029, unless earlier redeemed. The Company may redeem the % Senior Notes in whole or in part at any time at the Company’s option on or after February 15, 2026, at a redemption price equal to % of the outstanding principal amount of the % Senior Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date. The total net proceeds to the Company from the offering of the % Senior Notes, after deducting the underwriter’s discount and commissions and offering expenses, were approximately $ million. The % Senior Notes have an effective interest rate, including the impact of amortization to interest expense of debt issuance costs, of %.


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MFA FINANCIAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

% Senior Notes due 2029 (“% Senior Notes”)

On April 17, 2024, the Company completed the issuance of $ million in aggregate principal amount of its % Senior Notes in an underwritten public offering. The % Senior Notes are senior unsecured obligations of the Company and bear interest at a rate equal to % per year, payable in cash quarterly in arrears on February 15, May 15, August 15, and November 15 of each year, beginning on August 15, 2024, and are expected to mature on August 15, 2029, unless earlier redeemed. The Company may redeem the % Senior Notes in whole or in part at any time at the Company’s option on or after August 15, 2026, at a redemption price equal to % of the outstanding principal amount of the % Senior Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date. The total net proceeds to the Company from the offering of the % Senior Notes, after deducting the underwriter’s discount and commissions and offering expenses, were approximately $ million. The % Senior Notes have an effective interest rate, including the impact of amortization to interest expense of debt issuance costs, of %.

Both the % Senior Notes and the % Senior Notes are the Company’s senior unsecured obligations and are (i) effectively junior to all of the Company’s secured indebtedness, which includes the Company’s repurchase agreements and other financing arrangements, to the extent of the value of the collateral securing such indebtedness and (ii) equal in right of payment to each other and to the Company’s existing and future senior unsecured obligations, if any.

(b) Counterparties

The Company had financing agreements, including repurchase agreements and other forms of secured financing, with and counterparties at December 31, 2024 and 2023, respectively. % of stockholders’ equity at risk in the aggregate at December 31, 2024:

7.1 %Barclays 4.7

(1)The amount at risk reflects the difference between (a) the amount loaned to the Company through financing agreements, including interest payable, and (b) the cash and the fair value of the assets pledged by the Company as collateral, including accrued interest receivable on such assets.


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MFA FINANCIAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

$ $ $ Securities, at fair value Other assets: REO Total$ $ $ $

December 31, 2023

Financing Agreements

(In Thousands)

Securitized

Non-Mark-to-Market (1)

Mark-to-Market (1)

Total

Assets:

Residential whole loans (2)

Securities, at fair value

Other assets: REO

Total

(1)An aggregate of $ million and $ million of accrued interest on those assets pledged against non-mark-to-market and mark-to-market financings agreements had also been pledged as of December 31, 2024 and 2023, respectively.

million and $ million of mark-to-market financing collateralized by Non-Agency MBS with a fair value of $ million and $ million obtained in connection with the Company’s loan securitization transactions that are eliminated in consolidation as of December 31, 2024 and December 31, 2023, respectively.

The Company pledges securities or cash as collateral to its counterparties in relation to certain of its financing arrangements. The Company exchanges collateral with its counterparties based on changes in the fair value, notional amount and term of the associated financing arrangements and Swaps, as applicable. In connection with these margining practices, either the Company or its counterparty may be required to pledge cash or securities as collateral. When the Company’s pledged collateral exceeds the required margin, the Company may initiate a reverse margin call, at which time the counterparty may either return the excess collateral or provide collateral to the Company in the form of cash or equivalent securities. The Company’s assets pledged as collateral are also described in Notes 2(e) - Restricted Cash and 5(e) - Derivative Instruments.

Certain of the Company’s financing arrangements and derivative transactions are governed by underlying agreements that generally provide for a right of setoff in the event of default or in the event of a bankruptcy of either party to the transaction. In the Company’s consolidated balance sheets, all balances associated with repurchase agreements are presented on a gross basis.

$ Dividends and dividend equivalents payable Lease liability Accrued interest payable Accrued expenses and other Total Other Liabilities$ $


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MFA FINANCIAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

% of its REIT taxable income to its stockholders within the permitted timeframe. If the Company fails to distribute during each calendar year, or by the end of January following the calendar year in the case of distributions with declaration and record dates falling in the last three months of the calendar year, at least the sum of (i) 85% of its REIT ordinary income for such year, (ii) 95% of its REIT capital gain income for such year, and (iii) any undistributed taxable income from prior periods, the Company would be subject to a 4% nondeductible excise tax on the excess of the required distribution over the amounts actually distributed. To the extent that the Company incurs interest, penalties or related excise taxes in connection with its tax obligations, including as a result of its assessment of uncertain tax positions, such amounts will be included in Operating and Other Expense on the Company’s consolidated statements of operations.

In addition, the Company has elected to treat certain of its subsidiaries as TRS. In general, a TRS may hold assets and engage in activities that the Company cannot hold or engage in directly and generally may engage in any real estate or non-real estate-related business. Generally, a domestic TRS is subject to U.S. federal, state and local corporate income taxes. Given that a portion of the Company’s business is conducted through one or more TRS, the net taxable income earned by its domestic TRS, if any, is subject to corporate income taxation. To maintain the Company’s REIT election, no more than 20% of the value of the Company’s assets at the end of each calendar quarter may consist of stock or securities in TRS. For purposes of the determination of U.S. federal and state income taxes, the Company’s subsidiaries that elected to be treated as TRS record current or deferred income taxes based on differences (both permanent and timing) between the determination of their taxable income and net income under GAAP.

Based on its analysis of any potentially uncertain tax positions, the Company concluded that it does not have any material uncertain tax positions that meet the relevant recognition or measurement criteria as of December 31, 2024 or 2023. As of the date of this filing, the Company’s tax returns for tax years 2021 through 2023 are open to examination.

$ Unrealized mark-to-market, impairments and loss provisions Other realized / unrealized treatment differences()()Total deferred tax assets Less: valuation allowance()()Net deferred tax assets$ $

Realization of the Company’s DTAs at December 31, 2024 is dependent on several factors, including generating sufficient taxable income to utilize net operating loss (“NOL”) carryforwards and generating sufficient capital gains in future periods prior to the expiration of capital loss carryforwards. The Company determines the extent to which realization of the deferred assets is not expected to be more likely than not and establishes a valuation allowance accordingly.

No net deferred tax benefit was recorded by the Company for the years ended December 31, 2024 and 2023, related to the net taxable losses in TRS entities, since a valuation allowance for the full amount of the associated deferred tax asset at the ends of those periods was recognized as its recovery was not considered more likely than not. The related NOL carryforwards can be carried forward indefinitely, until fully utilized. The Company’s estimate of net DTAs could change in future periods to the extent that actual or revised estimates of future taxable income change from current expectations.


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MFA FINANCIAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

million, which may be carried forward indefinitely. If certain substantial changes in the Company’s ownership occur, there could be an annual limitation on the amount of the carryforwards that can be utilized. $()$()State

Total current provision/(benefit)

()()

Deferred provision/(benefit)

Federal State

Total deferred provision/(benefit)

Total provision/(benefit)

$ $ $() % % %Non-taxable REIT income (dividends paid deduction)()%()% %

Other differences in taxable income/(loss) from GAAP

% %()%State and local taxes % % %Change in valuation allowance on DTAs()%()%()% $

(1)Net Unrealized Gain/(Loss) on Financing Agreements at Fair Value due to changes in instrument-specific credit risk.


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

11.

$ $()Dividends declared on preferred stock()()()Dividends, dividend equivalents and undistributed earnings allocated to participating securities() ()

Net income/(loss) to common stockholders - basic

$ $ $()Basic weighted average common shares outstanding

Basic Earnings/(Loss) per Share

$ $ $()

Diluted Earnings/(Loss) per Share:

Net income/(loss) to common stockholders - basic

$ $ $()Dividends, dividend equivalents and undistributed earnings allocated to participating securities Interest expense on Convertible Senior Notes

Net income/(loss) to common stockholders - diluted

$ $ $()Basic weighted average common shares outstanding Unvested and vested restricted stock units Effect of assumed conversion of Convertible Senior Notes to common shares

Diluted weighted average common shares outstanding (1)

Diluted Earnings/(Loss) per Share

$ $ $()

and equity instruments outstanding that were excluded from the calculation of diluted EPS for the years ended December 31, 2024 and 2023, respectively, as they were determined to be anti-dilutive. These equity instruments reflect RSUs (based on current estimate of expected share settlement amount) with a weighted average grant date fair value of $ and $, respectively. These equity instruments may have a dilutive impact on future EPS.

During the year ended December 31, 2024, the Convertible Senior Notes were determined to be anti-dilutive and were excluded from the calculation of diluted EPS under the “if-converted” method. Under this method, the periodic interest expense for dilutive notes is added back to the numerator and the weighted average number of shares that the notes are entitled to (if converted, regardless of whether the conversion option is in or out of the money) are included in the denominator for the purpose of calculating diluted EPS.

12.

million shares of common stock may be granted under the Equity Plan; forfeitures and/or awards that expire unexercised do not count toward this limit. At December 31, 2024, approximately million shares of common stock remained available for grant in connection with stock-based awards under the Equity Plan. A participant may generally not receive stock-based awards in excess of million shares of common stock in any and no award may be granted to any person who, assuming exercise of all Options and payment of all awards held by such person, would own or be deemed to own more than % of the outstanding shares of the Company’s common stock. Unless previously terminated by the Board, awards may be granted under the Equity Plan until June 6, 2033.


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MFA FINANCIAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

million and $ million, respectively, related to RSUs. The unrecognized compensation expense at December 31, 2024 is expected to be recognized over a weighted average period of years.

$ $ $

Granted (1)

Settled() () Cancelled/forfeited() () () Outstanding at end of year $ $ $ RSUs vested but not settled at end of year $ $ $ RSUs unvested at end of year $ $ $

For the Year Ended December 31, 2023

RSUs With Service Condition

Weighted Average Grant Date Fair Value Per Share

RSUs With Market and Service Conditions

Weighted Average Grant Date Fair Value Per Share

Total RSUs

Total Weighted Average Grant Date Fair Value Per Share

Outstanding at beginning of year:

Granted (2)

Settled

()

Cancelled/forfeited

()

Outstanding at end of year

RSUs vested but not settled at end of year

RSUs unvested at end of year


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

$ $ $

Granted (3)

Settled() () () Cancelled/forfeited() () () Outstanding at end of year $ $ $ RSUs vested but not settled at end of year $ $ $ RSUs unvested at end of year $ $ $

(1)The weighted average grant date fair value of these awards require the Company to estimate certain valuation inputs. In determining the fair value for of these awards granted in 2024, the Company applied: (i) a weighted average volatility estimate of approximately %, which was determined considering historic volatility in the price of the Company’s and its peer group companies common stock over the period prior to the grant date and the implied volatility of certain exchange-traded options on the Company’s and peer group companies’ common stock at the grant date; and (ii) a weighted average risk-free rate of % based on the continuously compounded constant maturity treasury rate corresponding to a maturity commensurate with the expected vesting term of the awards, respectively. The weighted average grant date fair value for the remaining awards with a service condition only was estimated based on the closing price of the Company’s common stock at the grant date of $. All of the RSUs granted in 2024, the vesting of which is subject to both market and service conditions, are also subject to a post-vesting holding requirement prior to settlement. To account for the estimated loss of value due to this holding restriction, a discount for lack of marketability is applied after the payout value is determined. There is no post vesting holding requirement on the RSUs granted in 2024 the vesting of which is subject to a service condition only.

(2)The weighted average grant date fair value of these awards require the Company to estimate certain valuation inputs. In determining the fair value for of these awards granted in 2023, the Company applied: (i) a weighted average volatility estimate of approximately %, which was determined considering historic volatility in the price of the Company’s and its peer group companies common stock over the period prior to the grant date and the implied volatility of certain exchange-traded options on the Company’s and peer group companies’ common stock at the grant date; and (ii) a weighted average risk-free rate of % based on the continuously compounded constant maturity treasury rate corresponding to a maturity commensurate with the expected vesting term of the awards, respectively. The weighted average grant date fair value for the remaining awards with a service condition only was estimated based on the closing price of the Company’s common stock at the grant date of $. All of the RSUs granted in 2023, the vesting of which is subject to both market and service conditions, are also subject to a post-vesting holding requirement prior to settlement. To account for the estimated loss of value due to this holding restriction, a discount for lack of marketability is applied after the payout value is determined. There is no post vesting holding requirement on the RSUs granted in 2023 the vesting of which is subject to a service condition only.

(3)The weighted average grant date fair value of these awards require the Company to estimate certain valuation inputs. In determining the fair value for of these awards granted in 2022, the Company applied: (i) a weighted average volatility estimate of approximately %, which was determined considering historic volatility in the price of the Company’s and its peer group companies’ common stock over the period prior to the grant date and the implied volatility of certain exchange-traded options on the Company’s and peer group companies’ common stock at the grant date; and (ii) a weighted average risk-free rate of % based on the continuously compounded constant maturity treasury rate corresponding to a maturity commensurate with the expected vesting term of the awards, respectively. The weighted average grant date fair value for the remaining awards with a service condition only was estimated based on the closing price of the Company’s common stock at the grant date of $. All of the RSUs with market and service conditions granted in 2022 are subject to a post-vesting holding requirement. To account for the estimated loss of value due to this holding restriction, a discount for lack of marketability is applied after the payout value is determined. There is no post vesting holding requirement on the RSUs granted in 2022 the vesting of which is subject to a service condition only.

Restricted Stock

At December 31, 2024, 2023 and 2022, the Company did t have any unvested shares of restricted common stock outstanding, and restricted shares vested during the years ended December 31, 2024 and 2023, respectively.

Dividend Equivalents

A dividend equivalent is a right to receive a distribution equal to the dividend distributions that would be paid on a share of the Company’s common stock. Dividend equivalents may be granted as a separate instrument or may be a right associated with the grant of another award (e.g., an RSU) under the Equity Plan, and they are paid typically in cash or other consideration at such times and in accordance with such rules, as the Compensation Committee of the Board shall determine in its discretion. Dividend equivalent payments are generally charged to Stockholders’ Equity when common stock dividends are declared to the extent that


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MFA FINANCIAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

million, $, and $ during the years ended December 31, 2024, 2023 and 2022, respectively. In addition, dividend equivalents rights awarded as separate instruments were granted during the years ended December 31, 2024, 2023 and 2022.

Expense Recognized for Equity-Based Compensation Instruments

$ $ Total$ $ $

(b) Deferred Compensation Plans

The Company administers deferred compensation plans for its senior officers and non-employee directors (collectively, the “Deferred Plans”), pursuant to which participants may elect to defer up to % of certain cash compensation. The Deferred Plans are designed to align participants’ interests with those of the Company’s stockholders.

Amounts deferred under the Deferred Plans are considered to be converted into “stock units” of the Company. Stock units do not represent stock of the Company, but rather are a liability of the Company that changes in value as would equivalent shares of the Company’s common stock. Deferred compensation liabilities are settled in cash at the termination of the deferral period, based on the value of the stock units at that time. The Deferred Plans are non-qualified plans under the Employee Retirement Income Security Act of 1974 and, as such, are not funded. Prior to the time that the deferred accounts are settled, participants are unsecured creditors of the Company.

The Company’s liability for stock units in the Deferred Plans is based on the market price of the Company’s common stock at the measurement date.

$ $()Total$ $ $()

The Company distributed cash of approximately $, $, and $ to the participants of the Deferred Plans during the years ended December 31, 2024, 2023 and 2022, respectively.

$ $ $ Total$ $ $ $

(1)Represents the cumulative amounts that were deferred by participants through December 31, 2024 and 2023, which had not been distributed through such respective date.


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MFA FINANCIAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

% of the first % of eligible compensation deferred by employees and % of the next %, subject to a maximum as provided by the Code. The Company has elected to operate the Savings Plan under the applicable safe harbor provisions of the Code, whereby among other things, the Company must make contributions for all participating employees and all matches contributed by the Company immediately vest %. For the years ended December 31, 2024, 2023 and 2022, the Company recognized expenses for matching contributions of $ million, $ million and $ million, respectively.

13.


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

$ $ $ Securities, at fair value Total assets carried at fair value$ $ $ $ Liabilities:Agreements with non-mark-to-market collateral provisions$ $ $ $ Agreements with mark-to-market collateral provisions Securitized debt Total liabilities carried at fair value$ $ $ $

Fair Value at December 31, 2023

(In Thousands)

Level 1

Level 2

Level 3

Total

Assets:

Residential whole loans, at fair value

Securities, at fair value

Total assets carried at fair value

Liabilities:

Agreements with non-mark-to-market collateral provisions

Agreements with mark-to-market collateral provisions

Securitized debt

Total liabilities carried at fair value


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MFA FINANCIAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

$ Purchases and originations Draws

Changes in fair value recorded in Net gain/(loss) on residential whole loans measured at fair value through earnings

Repayments()()

Loan sales and repurchases

()()Transfer to REO()()Balance at end of period$ $

The following table presents additional information for the years ended December 31, 2024 and 2023 about the Company’s financing agreements with non-mark-to-market collateral provisions, which are classified as Level 3 and measured at fair value on a recurring basis:


	Agreements with Non-mark-to-market Collateral Provisions
	Year Ended December 31,
(In Thousands)	2024	2023
Balance at beginning of period	$	$
Issuances
Payment of principal	()	()
Change in unrealized losses
Balance at end of period	$	$

The following table presents additional information for the years ended December 31, 2024 and 2023 about the Company’s financing agreements with mark-to-market collateral provisions, which are classified as Level 3 and measured at fair value on a recurring basis:


	Agreements with Mark-to-market Collateral Provisions
	Year Ended December 31,
(In Thousands)	2024	2023
Balance at beginning of period	$	$
Issuances
Payment of principal	()	()
Balance at end of period	$	$


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MFA FINANCIAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

Discounted cash flowDiscount rate % % %Prepayment rate % % %Default rate % % %Loss severity % % %$ Liquidation modelDiscount rate % % %Annual change in home prices % % %

Liquidation timeline (in years)

Current value of underlying properties (3)

$$$$

(1)Excludes approximately $ million of Residential whole loans, at fair value, with a UPB of $ million, which were marked-to-market, but not based on a model, at December 31, 2024.

(2)Amounts are weighted based on the fair value of the underlying loan.

(3)Amounts represent simple average values of the properties underlying residential whole loans held at fair value.

December 31, 2023

Fair Value (1)

Valuation Technique

Unobservable Input

Weighted Average (2)

Range

Min

Max

Discounted cash flow

Discount rate

Prepayment rate

Default rate

Loss severity

Liquidation model

Discount rate

Annual change in home prices

()

Liquidation timeline (in years)

Current value of underlying properties (3)

(1)Excludes approximately $ million of Residential whole loans, at fair value, with a UPB of $ million, which were marked-to-market, but not based on a model at December 31, 2023 and approximately $ million of Residential whole loans, at fair value for which the closing of the purchase transaction had not occurred as of that period end.

(2)Amounts are weighted based on the fair value of the underlying loan.

(3)Amounts represent simple average values of the properties underlying residential whole loans held at fair value.

Changes in market conditions, as well as changes in the assumptions or methodology used to determine fair value, could result in a significant increase or decrease in the fair value of residential whole loans. Loans valued using a discounted cash flow model are most sensitive to changes in the discount rate assumption, while loans valued using the liquidation model technique are most sensitive to changes in the current value of the underlying properties and the liquidation timeline. Increases in discount rates, default rates, loss severities, or liquidation timelines, either in isolation or collectively, would generally result in a lower fair value measurement, whereas increases in the current or expected value of the underlying properties, in isolation, would result in a higher fair value measurement. In practice, changes in valuation assumptions may not occur in isolation and the changes in any particular assumption may result in changes in other assumptions, which could offset or amplify the impact on the overall valuation.


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MFA FINANCIAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

$ $ $

Residential whole loans

2 Securities, at fair value2 Cash and cash equivalents1 Restricted cash1

Financial Liabilities (1):

Financing agreements with non-mark-to-market collateral provisions3 Financing agreements with mark-to-market collateral provisions3 Financing agreements with mark-to-market collateral provisions2

Securitized debt

2 Convertible senior notes2

% Senior Notes

% Senior Notes, % Senior Notes, and certain repurchase agreements is net of associated debt issuance costs.

Other Assets Measured at Fair Value on a Nonrecurring Basis

The Company holds REO at the lower of the current carrying amount or fair value less estimated selling costs. During the years ended December 31, 2024 and 2023, the Company recorded REO with an aggregate estimated fair value, less estimated cost to sell, of $ million and $ million, respectively, at the time of foreclosure. In addition, at December 31, 2023, the Company held property which is considered Commercial REO (see Note 5) which is accounted for similarly and had an estimated fair value, less estimated cost to sell, of $ million upon acquisition, of which the Company’s % interest was $ million. In the first quarter of 2024, this Commercial REO property’s estimated fair value, less estimated cost to sell, was updated to $ million, of which the Company’s % interest was $ million. In the second quarter of 2024, this Commercial REO property’s estimated fair value, less estimated cost to sell, was updated to $ million, of which the Company’s % interest was $ million. Further, during the third quarter of 2024, the Company recognized at fair value properties considered Commercial REO (see Note 5) at $ million and $ million, of which the Company’s % and % interests were $ million and $ million (net of related third-party financing), respectively. The Company classifies fair value measurements of REO as Level 3 in the fair value hierarchy.

The Company determined to sell certain residential whole loans in the fourth quarter of 2023. At the time this determination was made, certain of the loans were marked to fair value as their fair value at that time was lower than their carrying value. The aggregate value of these loans at the time of determination was $ million and a loss of $ million was recorded. These loans were classified as Level 3 in the fair value hierarchy.


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MFA FINANCIAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

14.

$ Face amount of Senior Bonds issued by the VIE and purchased by third-party investors$ $ Outstanding amount of Senior Bonds, at carrying value$ (1)$ (1)Outstanding amount of Senior Bonds, at fair value$ $ Outstanding amount of Senior Bonds, total$ $ Weighted average fixed rate for Senior Bonds issued %(2) %(2)Weighted average contractual maturity of Senior Bonds years(2) years(2)

Face amount of Senior Support Certificates received by the Company (3)

$ $ Cash received$ $

(1)Net of $ million and $ million of deferred financing costs at December 31, 2024 and 2023, respectively.

(2)At December 31, 2024 and 2023, $ billion and $ billion, respectively, of Senior Bonds sold in securitization transactions contained a contractual coupon step-up feature whereby the coupon increases by either , , or basis points or more at defined dates ranging from months, up to months from issuance if the bond is not redeemed before such date.

(3)Provides credit support to the Senior Bonds sold to third-party investors in the securitization transactions.

During the years ended December 31, 2024 and 2023, the Company issued Senior Bonds with a current face of $ billion and $ billion to third-party investors for proceeds of $ billion and $ billion, respectively, before offering costs and accrued interest. The Senior Bonds issued by the Company during the years ended December 31, 2024 and 2023 are included in Financing agreements on the Company’s consolidated balance sheets (see Note 6). During the three months ended June 30, 2024, the Company liquidated SPE (which had been formed in 2021) and repaid the remaining $ million of outstanding Senior Bonds issued by such SPE. During the three months ended September 30, 2024, the Company redeemed SPE (which had been formed in 2022) and repaid the remaining $ million of outstanding Senior Bonds issued by such SPE.

As of December 31, 2024 and 2023, as a result of the transactions described above, securitized loans of approximately $ billion and $ billion are included in Residential whole loans and REO with a carrying value of approximately $ million and $ million are included in Other assets on the Company’s consolidated balance sheets, respectively. As of December 31, 2024


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MFA FINANCIAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

billion and $ billion, respectively. These Senior Bonds are disclosed as Securitized debt and are included in Financing agreements on the Company’s consolidated balance sheets. The holders of the securitized debt have no recourse to the general credit of the Company, but the Company does have the obligation, under certain circumstances, to repurchase assets from the VIE upon the breach of certain representations and warranties with respect to the residential whole loans sold to the VIE. In the absence of such a breach, the Company has no obligation to provide any other explicit or implicit support to any VIE.

The Company concluded that the entities created to facilitate the loan securitization transactions are VIEs. The Company completed an analysis of whether each VIE created to facilitate the securitization transactions should be consolidated by the Company, based on consideration of its involvement in each VIE, including the design and purpose of the SPE, and whether its involvement reflected a controlling financial interest that resulted in the Company being deemed the primary beneficiary of each VIE. In determining whether the Company would be considered the primary beneficiary, the following factors were assessed:

•whether the Company has both the power to direct the activities that most significantly impact the economic performance of the VIE; and

•whether the Company has a right to receive benefits or absorb losses of the entity that could be potentially significant to the VIE.

Based on its evaluation of the factors discussed above, including maintaining certain rights in each entity including rights to direct loss mitigation activities and its involvement in the purpose and design of the entity, the Company determined that it was required to consolidate each VIE created to facilitate the loan securitization transactions.

The Company also invests in securities issued by SPEs that may be VIEs. The Company is not the primary beneficiary of these SPEs, because it does not have the power to direct the activities that most significantly impact their economic performance, and therefore does not consolidate them. For these entities, the Company’s maximum exposure to loss is the amortized cost basis of the securities it owns, and it does not provide any liquidity arrangements, guarantees or other commitments to these entities. For more information on the Company’s investments in securities, see Note 4.

The Company also has interests in certain entities which are deemed to be VIEs which hold commercial property (see Note 5). The Company’s maximum exposure to loss with respect to these entities is their carrying value, which aggregated $ million at December 31, 2024.

In addition, as a result of the sale of certain redemption rights in 2022, the SPE’s that held previously securitized Agency eligible investor loans were deconsolidated from the Company’s financial statements, as the Company concluded that it was no longer the primary beneficiary of those SPE’s. This resulted in the de-recognition of Agency eligible investor loans with an unpaid principal balance of $ million and of securitized debt with an unpaid principal balance of $ million. All of the loans and debt were held at fair value. Accordingly, no significant additional gains or losses were recorded on de-recognition.

Residential Whole Loans and REO (including Residential Whole Loans and REO transferred to consolidated VIEs)

billion and $ billion, respectively, of residential whole loans. These assets, excluding certain loans originated and held by Lima One, and certain of the Company’s REO assets, are directly owned by certain trusts established by the Company to acquire the loans and entities established in connection with the Company’s loan securitization transactions. The Company has assessed that these entities are required to be consolidated (see Notes 3 and 5(a)).

15.


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MFA FINANCIAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

$ $ $ Interest Expense Net Interest Income/(Expense)$ $ $()$ Reversal/(Provision) for Credit Losses on Residential Whole Loans Reversal/(Provision) for Credit Losses on Other Assets() ()Net Interest Income/(Expense) after Reversal/(Provision) for Credit Losses$ $ $()$ Net gain/(loss) on residential whole loans measured at fair value through earnings$ $()$ $ Impairment and other net gain/(loss) on securities and other portfolio investments() ()()Net gain/(loss) on real estate owned () Net gain/(loss) on derivatives used for risk management purposes Net gain/(loss) on securitized debt measured at fair value through earnings()() ()Lima One mortgage banking income Net realized gain/(loss) on residential whole loans held at carrying value Other, net () Other Income/(Loss), net$ $ $()$ Compensation and benefits$ $ $ $ Other general and administrative expense Loan servicing, financing and other related costs Amortization of intangible assets Income/(loss) before income taxes$ $ $()$ Provision for/(benefit from) income taxes$ $ $ $ Net Income/(Loss)$ $ $()$ Less Preferred Stock Dividend Requirement$ $ $ $ Net Income/(Loss) Available to Common Stock and Participating Securities$ $ $()$


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MFA FINANCIAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

$ $ $ Interest Expense Net Interest Income/(Expense)$ $ $()$ Reversal/(Provision) for Credit Losses on Residential Whole Loans$ $ $ $ Reversal/(Provision) for Credit Losses on Other Assets Net Interest Income/(Expense) after Reversal/(Provision) for Credit Losses$ $ $()$ Net gain/(loss) on residential whole loans measured at fair value through earnings$ $ $ $ Impairment and other net gain/(loss) on securities and other portfolio investments () Net gain/(loss) on real estate owned Net gain/(loss) on derivatives used for risk management purposes Net gain/(loss) on securitized debt measured at fair value through earnings()() ()Lima One mortgage banking income Net realized gain/(loss) on residential whole loans held at carrying value() ()Other, net Other Income/(Loss), net$ $ $()$ Compensation and benefits$ $ $ $ Other general and administrative expense Loan servicing, financing and other related costs Amortization of intangible assets Income/(loss) before income taxes$ $ $()$ Provision for/(benefit from) income taxes$ $ $ $ Net Income/(Loss)$ $ $()$ Less Preferred Stock Dividend Requirement$ $ $ $ Net Income/(Loss) Available to Common Stock and Participating Securities$ $ $()$


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MFA FINANCIAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

$ $ $ Interest Expense Net Interest Income/(Expense)$ $ $()$ Reversal of Provision/(Provision) for Credit Losses on Residential Whole Loans ()

Provision for Credit Losses on Other Assets

()()Net Interest Income/(Expense) after Reversal of Provision/(Provision) for Credit Losses$ $ $()$ Net gain/(loss) on residential whole loans measured at fair value through earnings$()$()$ $()Impairment and other net gain on securities and other portfolio investments() ()()Net gain on real estate owned Net gain/(loss) on derivatives used for risk management purposes Net gain on securitized debt measured at fair value through earnings

Lima One mortgage banking income

Other, net

Total Other Income/(Loss), net

$()$ $()$()Compensation and benefits$ $ $ $ General and administrative expenses Loan servicing, financing, and other related costs Amortization of intangible assets Income/(loss) before income taxes$()$()$()$()Provision for/(benefit from) income taxes ()()

Net Income/(Loss)

$()$()$()$()Less Preferred Stock Dividend Requirement$ $ $ $ Net Income/(Loss) Available to Common Stock and Participating Securities$()$()$()$()

(Dollars in Thousands)

Mortgage-Related Assets

Lima One

Corporate

Total

December 31, 2024

Total Assets

December 31, 2023

Total Assets

Lima One Segment

The Lima One segment includes the stand-alone mortgage origination and servicing business of Lima One, including related goodwill, intangible assets, and direct expenses, plus Lima One-related residential whole loans and REO (defined as both those owned by Lima One on the acquisition date and those originated by Lima One since the acquisition date) and the economics related thereto (including any related taxes and the economics of associated financing and hedging instruments), all as recorded under GAAP. Associated financing economics are equal to the results of direct financings of Lima One-related residential whole loans and REO plus allocations of the results of financings which include Lima One related residential whole loans and REO as part of their collateral, based on the relative carrying values of the financed assets. Associated hedging economics are equal to allocations of the


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MFA FINANCIAL, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024


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- $

% - %

7/26/2016-4/1/2062

$ $

Original loan balance $ - $

% - %

6/1/2019-12/1/2064

Original loan balance $ - $

% - %

12/1/2018-1/1/2066

Original loan balance greater than $

% - %

12/1/2018-9/1/2071

$ (1)(2)$

(1)Excludes an allowance for loan losses of $ million at December 31, 2024.

(2)The federal income tax basis is approximately $ billion.

Reconciliation of Balance Sheet Reported Amounts of Mortgage Loans on Real Estate

The following table summarizes the changes in the carrying amounts of residential whole loans during the year ended December 31, 2024:


	For the Year Ended December 31, 2024
(In Thousands)	Residential Whole Loans
Beginning Balance	$
Additions during period:
Purchases and originations	$
Premium amortization/discount accretion, net
Reversal of provision for loan loss
Changes in fair value recorded in gain/(loss) on loans recorded at fair value
Deductions during period:
Repayments	$	()
Loan sales and repurchases	()
Impairment on carrying value loans
Transfer to REO	()
Ending Balance	$


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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

Management, under the direction of its Chief Executive Officer and Chief Financial Officer, is responsible for maintaining disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the 1934 Act) that are designed to ensure that information required to be disclosed in reports filed or submitted under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

In connection with the preparation of this Annual Report on Form 10-K, management reviewed and evaluated the Company’s disclosure controls and procedures. The evaluation was performed under the direction of the Company’s Chief Executive Officer and Chief Financial Officer to determine the effectiveness, as of December 31, 2024, of the design and operation of the Company’s disclosure controls and procedures. Based on that review and evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company’s current disclosure controls and procedures, as designed and implemented, were effective as of December 31, 2024. Notwithstanding the foregoing, a control system, no matter how well designed, implemented and operated can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports.

(b) Management’s Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the 1934 Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, and includes those policies and procedures that:

•pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

•provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. In making this assessment, the Company’s management used criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework 2013 (the “2013 COSO Framework”). As a result of this assessment, management concluded that, as of December 31, 2024, the Company’s internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

The Company’s independent registered public accounting firm, KPMG LLP, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting. This report appears on page 127 of this Annual Report on Form 10-K.

There have been no changes in the Company’s internal control over financial reporting that occurred during the fourth quarter of 2024 that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.


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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

MFA Financial, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited MFA Financial, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income/(loss), changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement Schedule IV – Mortgage Loans on Real Estate (collectively, the consolidated financial statements), and our report dated February 20, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

New York, New York

February 20, 2025


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Item 9B. Other Information.

Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

We expect to file with the SEC, in April 2025 (and, in any event, not later than 120 days after the close of our last fiscal year), a definitive proxy statement (the “Proxy Statement”), pursuant to SEC Regulation 14A in connection with our Annual Meeting of Stockholders to be held on or about June 3, 2025. The information to be included in the Proxy Statement regarding the Company’s directors, executive officers, and certain other matters required by Item 401 of Regulation S-K is incorporated herein by reference.

The information to be included in the Proxy Statement regarding compliance with Section 16(a) of the 1934 Act required by Item 405 of Regulation S-K is incorporated herein by reference.

The information to be included in the Proxy Statement regarding the Company’s Code of Business Conduct and Ethics required by Item 406 of Regulation S-K is incorporated herein by reference.

The information to be included in the Proxy Statement regarding certain matters pertaining to the Company’s corporate governance required by Items 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is incorporated herein by reference.

governing the purchase, sale, and other dispositions of our securities by our directors, officers, employees and other individuals associated with us that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

We have adopted a set of Corporate Governance Guidelines, which together with the charters of the three standing committees of our Board of Directors (Audit, Compensation, and Nominating and Corporate Governance), and our Code of Business Conduct and Ethics (which constitutes the Company’s code of ethics), provide the framework for the governance of the Company. A complete copy of our Corporate Governance Guidelines, the charters of each of the Board committees and the Code of Business Conduct and Ethics (which applies not only to our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, but also to all other employees of the Company) may be found by clicking on the “Governance” link found at the top of our homepage at www.mfafinancial.com and then clicking on the “Governance Documents” link (information from such site is not incorporated by reference into this Annual Report on Form 10-K). You may also obtain free copies of these materials by writing to our General Counsel at the Company’s headquarters.

Item 11. Executive Compensation.

The information to be included in the Proxy Statement regarding executive compensation and other compensation related matters required by Items 402 and 407(e)(4) and (e)(5) of Regulation S-K is incorporated herein by reference.


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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The tables to be included in the Proxy Statement, which will contain information relating to the Company’s equity compensation and beneficial ownership of the Company required by Item 403 of Regulation S-K, are incorporated herein by reference.

Securities Authorized For Issuance Under Equity Compensation Plans

During 2023, we adopted the Equity Plan, as approved by our stockholders. The Equity Plan amended and restated our 2020 Equity Compensation Plan. (For a description of the Equity Plan, see Note 12(a) to the consolidated financial statements included under Item 8 of this Annual Report on Form 10-K.)

The following table presents certain information with respect to our equity compensation plans as of December 31, 2024:


Award (1)	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column of this table)
RSUs	4,086,257
Total	4,086,257		(2)	4,215,621	(3)

(1)All equity based compensation is granted pursuant to plans that have been approved by our stockholders.

(2)A weighted average exercise price is not applicable for our RSUs, as such equity awards result in the issuance of shares of our common stock provided that such awards vest and, as such, do not have an exercise price. At December 31, 2024, 2,802,221 RSUs were vested, 463,865 RSUs were subject to time based vesting and 820,171 RSUs will vest subject to achieving a market condition.

(3)Number of securities remaining available for future issuance under equity compensation plans excludes RSUs presented in the table which were issued and outstanding at December 31, 2024.

Item 13. Certain Relationships and Related Transactions and Director Independence.

The information to be included in the Proxy Statement regarding transactions with related persons, promoters and certain control persons and director independence required by Items 404 and 407(a) of Regulation S-K is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services.

Our independent registered public accounting firm is , . Auditor Firm ID: .

The information to be included in the Proxy Statement concerning principal accountant fees and services and the Audit Committee’s pre-approval policies and procedures required by Item 14 is incorporated herein by reference.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) Documents filed as part of the report

The following documents are filed as part of this Annual Report on Form 10-K:

(1) Financial Statements. The consolidated financial statements of the Company, together with the independent registered public accounting firm’s report thereon, are set forth on pages 66 through 125 of this Annual Report on Form 10-K and are incorporated herein by reference.

(b) Exhibits required by Item 601 of Regulation S-K


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EXHIBIT INDEX

The following exhibits are filed as part of this Annual Report on Form 10-K. The exhibit numbers followed by an asterisk (*) indicate exhibits electronically filed herewith. All other exhibit numbers indicate exhibits previously filed and are hereby incorporated herein by reference. Exhibits numbered 10.1 through 10.20 are management contracts or compensatory plans or arrangements.

3.1 Amended and Restated Articles of Incorporation of the Company, dated April 8, 1998 (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K, dated April 24, 1998 (Commission File No. 1-13991)).

3.2 Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company, dated August 5, 2002 (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K, dated August 13, 2002 (Commission File No. 1-13991)).

3.3 Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company, dated August 13, 2002 (incorporated herein by reference to Exhibit 3.3 to the Company’s Form 10-Q for the quarter ended September 30, 2002 (Commission File No. 1-13991)).

3.4 Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company, dated December 29, 2008 (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K, dated December 29, 2008 (Commission File No. 1-13991)).

3.5 Articles of Amendment (Articles Supplementary) to the Amended and Restated Articles of Incorporation of the Company, dated January 1, 2010 (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K, dated January 5, 2010 (Commission File No. 1-13991)).

3.6 Articles Supplementary of the Company, dated March 8, 2011 (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K, dated March 11, 2011 (Commission File No. 1-13991)).

3.7 Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company, dated May 24, 2011 (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K, dated May 26, 2011 (Commission File No. 1-13991)).

3.8 Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company, dated April 1, 2022 (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K, dated April 4, 2022 (Commission File No. 1-13991)).

3.9 Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company, dated April 1, 2022 (incorporated herein by reference to Exhibit 3.2 to the Company’s Form 8-K, dated April 4, 2022 (Commission File No. 1-13991)).

3.10 Articles Supplementary of the Company, dated April 22, 2004, designating the Company’s 8.50% Series A Cumulative Redeemable Preferred Stock (incorporated herein by reference to Exhibit 3.4 to the Company’s Form 8-A, dated April 23, 2004 (Commission File No. 1-13991)).

3.11 Articles Supplementary of the Company, dated April 12, 2013, designating the Company’s 7.50% Series B Cumulative Redeemable Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K, dated April 15, 2013 (Commission File No. 1-13991)).

3.12 Articles Supplementary to the Amended and Restated Articles of Incorporation of the Company, as amended and supplemented, designating the Company’s 6.50% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share (incorporated herein by reference to Exhibit 3.10 to the Company’s Registration Statement on Form 8-A filed on February 28, 2020 (Commission File No. 1-13991)).

3.13 Amended and Restated Bylaws of the Company (as amended and restated through April 18, 2023) (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K, dated April 21, 2023 (Commission File No. 1-13991)).

4.1* Description of the Company’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

4.2 Specimen of Common Stock Certificate of the Company (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-4, dated February 12, 1998 (Commission File No. 333-46179)).


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4.3 Specimen of certificate representing the 7.50% Series B Cumulative Redeemable Preferred Stock (incorporated herein by reference to Exhibit 4.1 to the Company’s Form 8-K, dated April 15, 2013 (Commission File No. 1-13991)).

4.4 Specimen of certificate representing the 6.50% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (incorporated herein by reference to Exhibit 4.4 to the Company’s Registration Statement on Form 8-A filed on February 28, 2020 (Commission File No. 1-13991)).

4.5 Indenture, dated June 3, 2019, between the Company and Wilmington Trust, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Form 8-K, dated June 3, 2019 (Commission File No. 1-13991)).

4.6 First Supplemental Indenture, dated June 3, 2019, between the Company and Wilmington Trust, National Association, as Trustee (incorporated herein by reference to Exhibit 4.2 to the Company’s Form 8-K, dated June 3, 2019 (Commission File No. 1-13991)).

4.7 Form of 6.25% Convertible Senior Notes due 2024 (incorporated herein by reference to Exhibit 4.2 to the Company’s Form 8-K, dated June 3, 2019 (Commission File No. 1-13991)).

4.8 Second Supplemental Indenture, dated January 11, 2024, between the Company and Wilmington Trust, National Association, as Trustee (incorporated herein by reference to Exhibit 4.9 to the Registrant’s Registration Statement on Form 8-A, dated January 11, 2024).

4.9 Form of 8.875% Senior Notes Due 2029 of the Company (attached as Exhibit A to the Second Supplemental Indenture, incorporated herein by reference to Exhibit 4.9 to the Registrant’s Registration Statement on Form 8-A, dated January 11, 2024).

4.10 Third Supplemental Indenture, dated April 17, 2024, between the Company and Wilmington Trust, National Association, as Trustee (incorporated herein by reference to Exhibit 4.10 to the Company’s Registration Statement on Form 8-A, dated April 17, 2024).

4.11 Form of 9.000% Senior Notes Due 2029 of the Company (attached as Exhibit A to the Third Supplemental Indenture, incorporated herein by reference to Exhibit 4.10 to the Company’s Registration Statement on Form 8-A, dated April 17, 2024).

10.1 Amended and Restated Employment Agreement, entered into as of February 22, 2021, by and between the Company and Craig L. Knutson (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-K, filed on February 23, 2021 (Commission File No. 1-13991)).

10.2 Amendment No. 1, dated as of May 3, 2022, to Amended and Restated Employment Agreement, entered into

as of February 22, 2021, by and between the Company and Craig L. Knutson (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q, filed on May 4, 2022 (Commission File No. 1-13991)).

10.3 Amendment No. 2, dated as of February 21, 2024, to Amended and Restated Employment Agreement, entered into as of February 22, 2021, by and between the Company and Craig L. Knutson (incorporated herein by reference to Exhibit 10.3 to the Company’s Form 10-K for the year ended December 31, 2023, filed on February 22, 2024 (Commission File No. 1-13991)).

10.4 Amended and Restated Employment Agreement, entered into as of February 22, 2021, by and between the Company and Gudmundur Kristjansson (incorporated herein by reference to Exhibit 10.4 to the Company’s Form 10-K, filed on February 23, 2021 (Commission File No. 1-13991)).

10.5 Amendment No. 1, dated as of May 3, 2022, to Amended and Restated Employment Agreement, entered into

as of February 22, 2021, by and between the Company and Gudmundur Kristjansson (incorporated herein by reference to Exhibit 10.2 to the Company’s Form 10-Q, filed on May 4, 2022 (Commission File No. 1-13991)).

10.6 Amended and Restated Employment Agreement, entered into as of February 22, 2021, by and between the Company and Bryan Wulfsohn (incorporated herein by reference to Exhibit 10.6 to the Company’s Form 10-K, filed on February 23, 2021 (Commission File No. 1-13991)).

10.7 Amendment No. 1, dated as of May 3, 2022, to Amended and Restated Employment Agreement, entered into

as of February 22, 2021, by and between the Company and Bryan Wulfsohn (incorporated herein by reference to Exhibit 10.3 to the Company’s Form 10-Q, filed on May 4, 2022 (Commission File No. 1-13991)).


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10.8 Agreement, entered into as of February 21, 2024, by and between the Company and Michael C. Roper (incorporated herein by reference to Exhibit 10.8 to the Company’s Form 10-K for the year ended December 31, 2023, filed on February 22, 2024 (Commission File No. 1-13991)).

10.9 Amended and Restated Agreement, entered into as of February 21, 2024, by and between the Company and Harold E. Schwartz (incorporated herein by reference to Exhibit 10.9 to the Company’s Form 10-K for the year ended December 31, 2023, filed on February 22, 2024 (Commission File No. 1-13991)).

10.10 MFA Financial, Inc. Equity Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K dated June 8, 2023 (Commission File No. 1-13991))

10.11 Senior Officers Deferred Bonus Plan, dated December 10, 2008 (incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K, dated December 12, 2008 (Commission File No. 1-13991)).

10.12 Fourth Amended and Restated 2003 Non-Employee Directors Deferred Compensation Plan, as amended and restated through December 15, 2014 (incorporated herein by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (Commission File No. 1-13991)).

10.13 Form of Phantom Share Award Agreement (Vested Award) relating to the Company’s Equity Compensation Plan (incorporated herein by reference to Exhibit 10.5 to the Company’s Form 8-K, dated January 24, 2014 (Commission File No. 1-13991)).

10.14 Form of Phantom Share Award Agreement (Time-Based Vesting) relating to the Company’s Equity Compensation Plan (incorporated herein by reference to Exhibit 10.18 to the Company’s Form 10-K, dated February 23, 2021 (Commission File No. 1-13991)).

10.15 Form of Phantom Share Award Agreement (Performance-Based Vesting) relating to the Company’s Equity Compensation Plan (incorporated herein by reference to Exhibit 10.19 to the Company’s Form 10-K, dated February 23, 2021 (Commission File No. 1-13991)).

10.16 Form of Phantom Share Award Agreement (Time-Based Vesting) relating to the Company’s Equity Compensation Plan (incorporated herein by reference to Exhibit 10.16 to the Company’s Form 10-K for the year ended December 31, 2023, filed on February 22, 2024 (Commission File No. 1-13991)).

10.17 Form of Phantom Share Award Agreement (Performance-Based Vesting) relating to the Company’s Equity Compensation Plan (incorporated herein by reference to Exhibit 10.17 to the Company’s Form 10-K for the year ended December 31, 2023, filed on February 22, 2024 (Commission File No. 1-13991)).

10.18 Summary Description of Compensation Payable to Non-Employee Directors (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2014 (Commission File No. 1-13991)).

10.19 Modification to Compensation Payable to the Non-Executive Chairman of the Board (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2016 (Commission File No. 1-13991)).

10.20 Modification to Compensation Payable to Non-Employee Directors (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 30, 2017 (Commission File No. 1-13991)).

10.21 Form of Director and Officer Indemnification Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K, dated May 19, 2020 (Commission File No. 1-13991)).

19.1* MFA Financial, Inc. Insider Trading Policy

21* Subsidiaries of the Company.

23.1* Consent of KPMG LLP.

31.1* Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


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31.2* Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1* Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2* Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1 MFA Financial, Inc. Compensation Clawback Policy (adopted September 20, 2023 and effective as of October 2, 2023) (incorporated herein by reference to Exhibit 97.1 to the Company’s Form 10-K for the year ended December 31, 2023, filed on February 22, 2024 (Commission File No. 1-13991)).

101 Interactive Data Files pursuant to Rule 405 of Regulation S-T formatted in iXBRL (Inline Extensible Business Reporting Language): (i) our Consolidated Balance Sheets as of December 31, 2024 and 2023; (ii) our Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022; (iii) our Consolidated Statements of Comprehensive Income / (Loss) for the years ended December 31, 2024, 2023 and 2022; (iv) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022; (v) our Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022; and (vi) the notes to our Consolidated Financial Statements.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

Schedule IV - Mortgage Loans on Real Estate as of December 31, 2024.

All other financial statement schedules have been omitted because the required information is not applicable or deemed not material, or the required information is presented in the consolidated financial statements and/or in the notes to consolidated financial statements filed in response to Item 8 of this Annual Report on Form 10-K.

SPECIAL NOTE REGARDING EXHIBITS

In reviewing the agreements included as exhibits to this Annual Report on Form 10-K, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

•should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements proved to be inaccurate;

•have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

•may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

•were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Annual Report on Form 10-K and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

The Company acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this report not misleading.

Item 16. Form 10-K Summary.

None.


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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: February 20, 2025	MFA FINANCIAL, INC.
	(Registrant)

	By	/s/	Michael Roper
			Michael Roper
			Chief Financial Officer
			(Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


Date: February 20, 2025	By	/s/	Craig L. Knutson
			Craig L. Knutson
			Chief Executive Officer and Director
			(Principal Executive Officer)

Date: February 20, 2025	By	/s/	Michael Roper
			Michael Roper
			Chief Financial Officer
			(Principal Financial Officer)

Date: February 20, 2025	By	/s/	Bryan Doran
			Bryan Doran
			Chief Accounting Officer
			(Principal Accounting Officer)

Date: February 20, 2025	By	/s/	Laurie Goodman
			Laurie Goodman
			Chair and Director

Date: February 20, 2025	By	/s/	Robin Josephs
			Robin Josephs
			Director





Date: February 20, 2025	By	/s/	Lisa Polsky
			Lisa Polsky
			Director

Date: February 20, 2025	By	/s/	Sheila A. Stamps
			Sheila A. Stamps
			Director

Date: February 20, 2025	By	/s/	Richard C. Wald
			Richard C. Wald
			Director


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MFA FINANCIAL, INC. - Annual Report: 2024 (Form 10-K)

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