MFA Financial Reports Material Agreements and Bylaw Changes

TL;DR

MFA Financial just filed an 8-K detailing material agreements, terminations, and bylaw changes. Watch for impacts on stock.

AI Summary

MFA Financial, Inc. filed an 8-K on August 15, 2025, reporting on several material events as of August 13, 2025. These include the entry into and termination of material definitive agreements, modifications to security holder rights, and amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions by MFA Financial, Inc., which could impact its business operations, financial structure, and shareholder rights.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and modifications to security holder rights, suggesting potentially significant changes for the company.

Key Players & Entities

• MFA FINANCIAL, INC. (company) — Filer
• 0001055160 (company) — Central Index Key
• 20250813 (date) — Report Date
• 20250815 (date) — Filing Date

FAQ

Key Financial Figures

• $0.01 — registered: Common Stock, par value $0.01 per share MFA New York Stock Exchan
• $300,000,000 — ng an aggregate offering price of up to $300,000,000 (the "Shares") from time to time throug
• $100,000,000 — ng an aggregate offering price of up to $100,000,000 (the "Preferred Shares") from time to t

Filing Documents

• tm2523479d5_8k.htm (8-K) — 51KB
• tm2523479d5_ex1-1.htm (EX-1.1) — 330KB
• tm2523479d5_ex1-2.htm (EX-1.2) — 268KB
• tm2523479d5_ex3-1.htm (EX-3.1) — 9KB
• tm2523479d5_ex3-2.htm (EX-3.2) — 9KB
• tm2523479d5_ex5-1.htm (EX-5.1) — 19KB
• tm2523479d5_ex5-2.htm (EX-5.2) — 23KB
• 0001104659-25-079267.txt ( ) — 1088KB
• mfa-20250813.xsd (EX-101.SCH) — 4KB
• mfa-20250813_def.xml (EX-101.DEF) — 27KB
• mfa-20250813_lab.xml (EX-101.LAB) — 38KB
• mfa-20250813_pre.xml (EX-101.PRE) — 26KB
• tm2523479d5_8k_htm.xml (XML) — 9KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Common Stock ATM Program On August 15, 2025, MFA Financial, Inc., a Maryland corporation (the "Company"), entered into a Distribution Agreement (the "Common Distribution Agreement") by and among (i) the Company and (ii) Goldman Sachs & Co. LLC, Barclays Capital Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, UBS Securities LLC, Wells Fargo Securities, LLC, JonesTrading Institutional Services LLC, BTIG, LLC, Keefe, Bruyette & Woods, Inc., Citizens JMP Securities, LLC and Janney Montgomery Scott LLC (the "Common Sales Agents"). Under the terms of the Agreement, the Company may offer and sell shares of its common stock, par value $0.01 per share ("Common Stock"), having an aggregate offering price of up to $300,000,000 (the "Shares") from time to time through any of the Common Sales Agents. In connection with the entry into the Common Distribution Agreement, the Company terminated the Distribution Agreement, dated February 29, 2024, by and among (i) the Company and (ii) Goldman Sachs & Co. LLC, Barclays Capital Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC (the "Prior Sales Agents"), by mutual agreement between the Company and the Prior Sales Agents. Pursuant to the Common Distribution Agreement, the Shares may be offered and sold through the Sales Agents in transactions deemed to be "at-the-market" offerings as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. Under the Agreement, each Sales Agent (at the Company's election) will use commercially reasonable efforts consistent with its normal sales and trading practices to sell the Shares as directed by the Company. Under the Agreements, the Company will pay each of the Sales Agents a commission that will be 1.0% of the gross sales price per share of Shares sold through it. The Common Distribution Agreement contains customary representations, warranties and

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement. The information set forth in the first paragraph under Item 1.01 is incorporated herein by reference. A description of the material terms of the Prior Distribution Agreement is contained in the Company's Current Report on Form 8-K filed with the SEC on February 29, 2024 (the "Prior Form 8-K"). A copy of the form of the Prior Distribution Agreement was filed as Exhibit 1.1 to the Prior Form 8-K, and the descriptions of the material terms of the Prior Distribution Agreements contained in the Prior Form 8-K are qualified in their entirety by reference to such exhibit.

03. Material Modifications to Rights of Security Holders

Item 3.03. Material Modifications to Rights of Security Holders. On August 13, 2025, the Company filed, with the State Department of Assessments and Taxation of the State of Maryland (the "SDAT"), two Articles Supplementary (the "Articles Supplementary") to the Articles of Amendment and Restatement of the Articles of Incorporation of the Company, as amended and supplemented, classifying and designating (i) 4,000,000 shares of the Company's authorized but unissued Common Stock, as the Series B Preferred Stock, and (ii) 4,000,000 shares of the Company's authorized but unissued Common Stock, as the Series C Preferred Stock. After giving effect to the Articles Supplementary, the number of authorized shares of Series B Preferred Stock increased to 12,050,000, and the number of authorized shares of Series C Preferred Stock increased to 16,650,000, of which 8,000,000 and 11,000,000 shares, respectively, are currently outstanding. The foregoing description of the Articles Supplementary is qualified in its entirety by reference to each of the Articles Supplementary, a copy of which is filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Form 8-K and is incorporated by reference herein.

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth under Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit 1.1 Distribution Agreement, dated August 15, 2025, by and among the Company and Goldman Sachs & Co. LLC, Barclays Capital Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, UBS Securities LLC, Wells Fargo Securities, LLC, JonesTrading Institutional Services LLC, BTIG, LLC, Keefe, Bruyette & Woods, Inc., Citizens JMP Securities, LLC and Janney Montgomery Scott LLC. 1.2 Distribution Agreement, dated August 15, 2025, by and among the Company and JonesTrading Institutional Services LLC and BTIG, LLC. 3.1 Articles Supplementary to the Amended and Restated Articles of Incorporation of the Company, as amended and supplemented, dated August 13, 2025. 3.2 Articles Supplementary to the Amended and Restated Articles of Incorporation of the Company, as amended and supplemented, dated August 13, 2025. 5.1 Opinion of Venable LLP regarding the legality of the Shares. 5.2 Opinion of Venable LLP regarding the legality of the Preferred Shares. 23.1 Consent of Venable LLP (included in Exhibit 5.1 hereto). 23.2 Consent of Venable LLP (included in Exhibit 5.2 hereto). 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: August 15, 2025

View Full Filing

View this 8-K filing on SEC EDGAR