MFA Financial Inc美股招股说明书(2025-08-15版)

7.50% SeriesB Cumulative Redeemable Preferred Stock and/or 6.50% SeriesC Fixed-to-Floating Rate Cumulative Redeemable PreferredStock We have entered into a distribution agreement, dated August15, 2025 (the “Distribution Agreement”),with BTIG, LLC and JonesTrading Institutional Services LLC, each referred to herein as a sales agent and,collectively, the sales agents, relating to shares of our 7.50% SeriesB Cumulative Redeemable PreferredStock, $0.01 par value per share (the “SeriesB Preferred Stock”), and our 6.50% SeriesC Fixed-to-FloatingRate Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “SeriesC Preferred Stock” andtogether with the SeriesB Preferred Stock, the “Preferred Stock”), offered by this prospectus supplementand the accompanying prospectus, pursuant to an “at the market” offering program. As of the date of thisprospectus supplement, there are 8,000,000 outstanding shares of the SeriesB Preferred Stock and11,000,000 outstanding shares of the SeriesC Preferred Stock. The SeriesB Preferred Stock and SeriesCPreferred Stock offered hereby will be fungible with and will have terms identical to, and the same CUSIPnumbers as, the existing SeriesB Preferred Stock and SeriesC Preferred Stock, respectively. In accordancewith the terms of the Distribution Agreement, we may offer and sell shares of the Preferred Stock having amaximum aggregate gross sales price of up to $100,000,000 from time to time through the sales agents andany additional agents appointed under distribution agreements in the future. The SeriesB Preferred Stock and SeriesC Preferred Stock have not been rated. The SeriesB PreferredStock is listed on the New York Stock Exchange (the “NYSE”), under the symbol “MFAPrB.” The lastreported sale price of the SeriesB Preferred Stock on the NYSE on August14, 2025 was $21.67 per share.The SeriesC Preferred Stock is listed on the NYSE under the symbol “MFAPrC.” The last reported saleprice of the SeriesC Preferred Stock on the NYSE on August14, 2025 was $24.44 per share. Sales of the Preferred Stock, if any, may be made in negotiated transactions or will be made by meansof ordinary brokers’ transactions on the NYSE at market prices prevailing at the time of sale, at pricesrelated to such prevailing market prices or at negotiated prices or through a market maker other than on anexchange, directly on or through any other existing trading market or by any other method permitted by law,including but not limited to in privately negotiated transactions and in block trades. The sales agents will beentitled to compensation of up to 2% of the gross sales price per share for any shares of Preferred Stock soldunder the Distribution Agreement. Under the terms of the Distribution Agreement, we may also sell thePreferred Stock to a sales agent as principal for its own account at a price agreed upon at the time of sale. Ifwe sell Preferred Stock to a sales agent as principal, we will enter into a separate terms agreement with thatsales agent, and we will describe this agreement in a separate prospectus supplement or pricing supplement. The SeriesB Preferred Stock and SeriesC Preferred Stock are subject to certain restrictions onownership designed to preserve our qualification as a real estate investment trust for federal income taxpurposes. See “Description of Common Stock and Preferred Stock — Restrictions on Ownership andTransfer” in the accompanying prospectus. Investing in the Preferred Stock involves certain risks. Before buying any shares, you should read thediscussion of material risks of investing in the Preferred Stock under the caption “Risk Factors” beginning onpageS-14of this prospectus supplement and beginning on page 8 of ourAnnual Report on Form 10-K for thefiscal year ended December31, 2024, which is incorporated by reference into this prospectus supplement andthe accompanying prospectus. Neither the Securities and Exchange Commission, or SEC, nor any state securities commission hasapproved or disapproved of these securities or determined if this prospectus supplement or the accompanyingprospectus is truthful or complete. Any representation to the contrary is a criminal offense. JonesTrading BTIG The date of this prospectus supplement is August15, 2025 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-1FORWARD-LOOKING STATEMENTSS-2SUMMARYS-4OUR COMPANYS-4COMPLIANCE WITH REIT REQUIREMENTS AND THE INVESTMENT COMPANY ACTS-4GENERAL INFORMATIONS-4THE OFFERINGS-5RISK FACTORSS-14USE OF PROCEEDSS-21DESCRIPTION OF THE PREFERRED STOCKS-22PLAN OF DISTRIBUTIONS-49LEGAL MATTERSS-51EXPERTSS-51WHERE YOU CAN OBTAIN MORE INFORMATIONS-51INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-52PROSPECTUSABOUT THIS PROSPECTUS1FORWARD-LOOKING STATEMENTS2MFA FINANCIAL, INC.4RISK FACTORS6USE OF PROCEEDS7DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK8DESCRIPTION OF DEPOSITARY SHARES12DESCRIPTION OF WARRANTS14DESCRIPTION OF DEBT SECURITIES15DESCRIPTION OF OTHER SECURITIE