8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 8, 2023

MFA FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

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

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

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

Not Applicable

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

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

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

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

Emerging growth company ¨

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

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

(b) and (c) On September 8, 2023, Stephen D. Yarad, Chief Financial Officer of MFA Financial, Inc. (the “Company”), submitted his resignation of employment with the Company effective at the close of business on September 15, 2023, in connection with his acceptance of an offer of employment with another company. Mr. Yarad’s resignation is not related to any disagreements with the Company’s accounting principles, practices or financial statement disclosures or its business operations.

On September 8, 2023, the Board of Directors of the Company appointed Michael C. Roper as Chief Financial Officer of the Company, effective at the close of business on September 15, 2023.

Mr. Roper, 36, who has held various accounting and financial reporting-related positions since his joining the Company in 2014, has been Senior Vice President of the Company since January 2019 and Chief Accounting Officer of the Company since December 2021, and he will continue in these roles. Biographical information regarding Mr. Roper has been previously reported in the Company’s 2023 Proxy Statement as filed with the Securities and Exchange Commission on April 24, 2023.

Item 7.01 Regulation FD Disclosure.

A copy of the press release (the “Press Release”) announcing the matters described under Item 5.02 above is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The Press Release is being “furnished” and, as such, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The Press Release is and will not be incorporated by reference into any registration statement or other document filed by MFA pursuant to the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release, dated September 11, 2023, of MFA Financial, Inc.

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

SIGNATURE

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

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

Date: September 11, 2023

EX-99.1

Exhibit 99.1

MFA
FINANCIAL, INC.

One Vanderbilt Avenue

48th Floor

New York, New York 10017

(212) 207-6400

PRESS RELEASE		FOR IMMEDIATE RELEASE
September 11, 2023		NEW YORK METRO
CONTACT:	InvestorRelations@mfafinancial.com	NYSE: MFA
	212-207-6488
	www.mfafinancial.com
MEDIA CONTACT:	H/Advisors Abernathy
	Tom Johnson
	212-371-5999

MFA Financial, Inc.

Announces Appointment of Michael C. Roper as Chief Financial Officer

NEW YORK – MFA Financial, Inc. (NYSE: MFA) announced today that its Board of Directors has appointed Michael C. Roper as Chief Financial Officer effective at the close of business on September 15, 2023. Mr. Roper succeeds Stephen D. Yarad, who is resigning as MFA’s Chief Financial Officer to become chief financial officer of another company.

Mr. Roper, 36, who has held various accounting and financial reporting-related positions since joining MFA in 2014, has been Senior Vice President of MFA since January 2019 and Chief Accounting Officer of MFA since December 2021, and he will continue in these roles.

Prior to joining MFA, Mr. Roper was the Assistant Controller for Apollo Residential Mortgage, Inc. Mr. Roper began his career at Ernst & Young LLP primarily focusing on providing client services to publicly traded mortgage REITs. Mr. Roper is a Certified Public Accountant and holds a B.S. from Bentley University and an M.S. from Pace University.

“We are very pleased to appoint Mike Roper as MFA’s CFO,” said Craig L. Knutson, Chief Executive Officer and President of MFA. “Mike is a highly experienced finance and accounting professional whose years of experience working at MFA and in the mortgage REIT sector make him an excellent fit to succeed Steve Yarad and lead MFA’s finance team going forward. We appreciate Steve’s 13 years of valuable leadership and service to MFA and wish him the best as he leaves us for his new opportunity.”

MFA Financial, Inc. is a leading specialty finance company that invests in residential mortgage loans, residential mortgage-backed securities and other real estate assets. Through its wholly-owned subsidiary, Lima One Capital, MFA also originates and services business purpose loans for real estate investors.  MFA has distributed over $4.6 billion in dividends to stockholders since its initial public offering in 1998.  MFA is an internally-managed, publicly-traded real estate investment trust.

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XML

Cover	Sep. 08, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 08, 2023
Entity File Number	1-13991
Entity Registrant Name	MFA FINANCIAL, INC.
Entity Central Index Key	0001055160
Entity Tax Identification Number	13-3974868
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	One Vanderbilt Avenue
Entity Address, Address Line Two	48th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	212
Local Phone Number	207-6400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	MFA
Security Exchange Name	NYSE
Series B Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	7.50% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share
Trading Symbol	MFA/PB
Security Exchange Name	NYSE
Series C Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	6.50% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share
Trading Symbol	MFA/PC
Security Exchange Name	NYSE