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 |
| 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
