UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
FORM 11-K
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
or
o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 1-13991
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
MFA FINANCIAL, INC. 401(k) SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
MFA FINANCIAL, INC.
One Vanderbilt Ave., 48th Floor
New York, New York 10017
MFA FINANCIAL, INC. 401(K) SAVINGS PLAN
Financial Statements and Supplemental Schedules
TABLE OF CONTENTS
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| Financial Statements | |
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Supplemental Schedules | |
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Exhibit Index | |
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Signature | |
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Report of Independent Registered Public Accounting Firm
To the Plan Administrator, Participants and Beneficiaries
of the MFA Financial Inc. 401(k) Savings Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of MFA Financial Inc. 401(k) Savings Plan (the "Plan") as of December 31, 2023 and 2022, and the related statement of changes in net assets available for benefits for the year ended December 31, 2023, and the related notes (collectively the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2023 and 2022 and the changes in net assets available for benefits for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the 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 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 financial statements. We believe that our audit provides a reasonable basis for our opinion.
Supplemental Information
The supplemental information in the accompanying schedules of assets (held at end of year) as of December 31, 2023 and of delinquent participant contributions for the year ended December 31, 2023 has been subjected to audit procedures performed in conjunction with the audits of the Plan's financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ EisnerAmper LLP
We have served as the Plan’s auditor since 2024.
EISNERAMPER LLP
New York, New York
June 27, 2024
MFA FINANCIAL, INC. 401(K) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
| | | | | | | | | | | | | | |
| | December 31, |
| | 2023 | | 2022 |
| Assets | | | | |
| Investments, at fair value | | $ | 26,481,074 | | | $ | 13,292,520 | |
| Cash equivalents including money market funds | | 1,194,359 | | | 1,025,816 | |
| Receivables: | | | | |
| Participants’ contributions | | $ | 83,003 | | | $ | — | |
| Employer contributions | | 221,376 | | | 513,496 | |
| Notes receivable from participants | | 132,010 | | | 175,608 | |
| Total Receivables | | $ | 436,389 | | | $ | 689,104 | |
| Total Assets | | $ | 28,111,822 | | | $ | 15,007,440 | |
| Net Assets Available for Benefits | | $ | 28,111,822 | | | $ | 15,007,440 | |
See accompanying notes to the financial statements.
MFA FINANCIAL, INC. 401(K) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
| | | | | | | | |
| | For the year ended December 31, 2023 |
| Additions to net assets: | | |
| Investment Income: | | |
| Interest and dividends | | $ | 644,683 | |
| Net appreciation in fair value of investments | | 4,258,835 | |
| Total investment income | | 4,903,518 | |
| Contributions: | | |
| Participants’ Contributions | | $ | 3,015,104 | |
| Employer Contributions | | 1,478,441 | |
| Rollovers | | 389,070 | |
| Total contributions | | 4,882,615 | |
| Interest on notes receivable from participants | | $ | 6,844 | |
| Total increase to net assets | | $ | 9,792,977 | |
| Deductions from net assets: | | |
| Benefits distributed to participants | | $ | 2,249,501 | |
| Administrative expenses | | 14,682 | |
| Total deductions from net assets | | $ | 2,264,183 | |
| Transfer from related plan (see Note 1) | | $ | 5,575,588 | |
| Increase in net assets available for plan benefits | | $ | 13,104,382 | |
| Net assets available for benefits: | | |
| Beginning of year | | 15,007,440 | |
| End of year | | $ | 28,111,822 | |
See accompanying notes to the financial statements.
MFA FINANCIAL, INC. 401(K) SAVINGS PLAN
Notes to the Financial Statements
December 31, 2023
1. Description of the Plan
The following description of the MFA Financial, Inc. 401(k) Savings Plan (the “Plan”) provides only general information. Participants should refer to the Plan documents for a more complete description of the Plan’s provisions, a copy of which is available from MFA Financial, Inc. (the “Company”).
General
The Plan, which became effective January 1, 2002, is a defined contribution plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Plan is administered by the Company’s 401(k) committee (the “401(k) Committee”) with certain administrative functions of the Plan delegated to others in accordance with the terms of the Plan. The Plan’s investments are held by a trust fund administered by Fidelity Management Trust Company (the “Trustee”).
Transfer from Related Plan
Effective as of January 1, 2023, the Lima One 401(k) Plan, which was sponsored by the Company’s wholly-owned subsidiary, Lima One Capital, LLC was merged with and into the Plan. As a result of the merger, the assets of the Lima One 401(k) Plan have become assets of the Plan and the participants in the Lima One 401(k) Plan have become participants in the Plan.
Investment Funds, Contributions and Vesting
Under the terms of the Plan, all regular full-time and part-time employees of the Company who are 21 years of age 1) can make elective contributions to the Plan beginning as soon as practicable after the date of hire; and 2) are eligible to receive Company matching contributions.
Participants may elect to have a portion of their eligible compensation contributed to the Plan on a before-tax basis, up to the maximum deferral permitted under the Internal Revenue Code of 1986, as amended (the “Code”). For 2023, this limit was $22,500. Participants who are age 50 or older can make before-tax catch-up contributions to the Plan, the amount of which was limited to $7,500 per participant in 2023. Participants may change their deferral percentage as applicable at the beginning of each payroll period. Participant’s contributions may be invested in one or a combination of the various investment options offered by the Plan. A participant’s account balance may generally be transferred among the Plan’s investment options at any time upon receipt of instructions from the participant, except for certain limitations, including, but not limited to, the provisions of the Company’s Insider Trading Policy.
For 2023, the Company made matching contributions for each payroll period in cash for each eligible participant in an amount equal to the addition of 1) 100% of the first 3% of an eligible participant’s compensation contributed to the Plan; and 2) 50% of the next 2% of the eligible participant’s compensation contributed to the Plan. In prior periods the matching contribution was made annually. Company matching contributions are subject to certain limitations imposed by applicable provisions of the Plan and the Code, including compliance with applicable statutory limits and non-discrimination rules. For 2023, the annual maximum employer matching contribution for each eligible participant was $13,200. Participants are immediately vested in their before-tax and Company matching contributions, as well as any investment earnings/losses thereon. During 2023, the Company made matching contributions of $513,496 with respect to eligible employee contributions made during 2022. In addition, on an annual basis, the Company at its discretion, may decide to make nonelective employer contributions to eligible participants in the Plan. The Plan provides that such contributions by the Company will vest 20% after two years of service with an additional 20% vesting for each year of service thereafter until the sixth year, at which time such contributions are fully vested. The nonelective employer contributions are automatically fully vested upon a participant’s termination due to retirement, death or disability, as defined in the Plan. The Company has not made any non-elective employer contributions during 2022 and 2023.
Participants are permitted to transfer eligible amounts from certain other tax qualified plans to the Plan (“Rollovers”), subject to Plan requirements.
The Plan provides for multiple investment options to be made available through the Trustee, including core investment options as determined by the 401(k) Committee, a group of target date options, an advisory asset management service and a self-directed brokerage option. In addition, the Plan document provides that the Company’s equity securities be offered as a core
MFA FINANCIAL, INC. 401(K) SAVINGS PLAN
Notes to the Financial Statements
December 31, 2023
investment option, subject to compliance with ERISA. Contributions or Rollovers related to the Company’s common or preferred stock are also subject to the Company’s Insider Trading Policy. See Note 3 for Investment Options under the Plan.
Each participant’s account is credited with the participant's contribution and allocations of (a) the Company’s contributions, (b) Plan earnings (losses), and may be charged with an allocation of administrative expenses paid by the Plan. Allocations are based on participant earnings, account balances, or specific participant transactions, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Notes Receivable from Participants (Loans)
The Plan includes a provision that allows participants to apply for a loan from their account balance for a minimum amount of $1,000 up to the lesser of 50% of the value of the vested portion of their Plan assets or $50,000, subject to the certain restrictions set forth in the Plan and the Code. The loans may be repaid through payroll deductions and may have loan terms ranging up to five years, or ten years if for the purchase of a primary residence. A participant may have only two loans outstanding at a time. The loans are secured by the balance in the participant’s account and bear interest at a fixed rate throughout the duration of the loan of prime plus one percentage point. At December 31, 2023, loans outstanding to participants had interest rates ranging from 4.25% to 9.50% and will mature at various dates through October 2033.
Distributions and Withdrawals
Participants are permitted to withdraw any portion of their vested account balance due to death, permanent disability, retirement, attainment of age 59-½, or in the event of financial hardship or termination of service. The participant may elect to receive a lump sum payment, installment payments, or rollover the vested account balance to another qualified plan. Hardship withdrawals are allowed for participants incurring an “immediate and heavy financial need,” as defined by the Plan. Hardship withdrawals are strictly regulated under the Code and the regulations thereunder, and a participant must exhaust all available loan options and available distributions prior to being permitted to make a hardship withdrawal.
Administrative Expenses
Plan administrative expenses, to the extent not paid by the Company, are charged to and paid from the Plan’s assets as incurred.
Forfeitures
Forfeited nonvested accounts can be used to reduce employer contributions or pay administrative expenses. For the year ended December 31, 2023, forfeitures of approximately $64,002 from the Lima One 401(k) Plan were used to reduce employer contributions. Forfeited nonvested accounts available at December 31, 2023 and 2022 were approximately $123,847 and $0, respectively. Also the employer contribution receivable was reduced by $26,675 from forfeited nonvested accounts available at the time the amount was paid.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles (“GAAP”).
Use of Estimates
The preparation of financial statements in conformity with GAAP requires the Plan’s management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes and schedule thereto. Actual results could differ from those estimates.
Cash Equivalents Including Money Market Funds
Participant investments in money market funds, whose underlying investments are assessed to be liquid financial instruments are considered to be cash equivalents.
MFA FINANCIAL, INC. 401(K) SAVINGS PLAN
Notes to the Financial Statements
December 31, 2023
Valuation of Investments and Investment Income
Investments held by the Plan are stated at estimated fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Equity securities are valued at the closing price reported on the market on which the individual securities are traded on the last business day of the Plan year. Investments in mutual funds are valued at the net asset value of units held by the Plan as reported by the mutual fund on the last business day of the Plan year. Other investments are valued using available information including information reported on the market on which such investments are traded, net asset value of the entity that issued the investment security or other information as deemed appropriate to use to estimate fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) in the value of investments includes the Plan's gains and losses on investments bought and sold as well as held during the year.
Distributions to Participants
Distributions to participants are recorded when paid by the Plan.
Notes Receivable from Participants
Notes receivable from participants (loans) are funded directly from the participants account balance. Repayments of principal and interest related to the loan are credited to the participant’s account on a pro-rata basis in accordance with their selected investment options.
3. Investment Options
The Plan provides participants with various investment options, which are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investments, it is at least reasonably possible that changes in the values of a participant’s investments could occur in the near term and that such changes could materially affect the account balances and the amounts reported in the Statements of Net Assets Available for Benefits.
In addition to the self-directed brokerage account option, set out below are the investment options made available under the Plan as of December 31, 2023:
| | | | | | | | | | | | | | |
Name of Fund / Security | | Name of Fund / Security | | Name of Fund / Security |
| Fidelity 500 Index Fund | | Fidelity Freedom 2040 Fund | | Fidelity Total Bond Fund |
| Fidelity Blue Chip Growth Fund | | Fidelity Freedom 2045 Fund | | Fidelity U.S. Bond Index Fund |
| Fidelity Emerging Markets Fund | | Fidelity Freedom 2050 Fund | | Fidelity Value Fund |
| Fidelity Extended Market Index Fund | | Fidelity Freedom 2055 Fund | | Goldman Sachs Inflation Protected Securities Fund Investor Shares |
| Fidelity Freedom 2005 Fund | | Fidelity Freedom 2060 Fund | | Invesco Diversified Dividend Fund R5 Class |
| Fidelity Freedom 2010 Fund | | Fidelity Freedom 2065 Fund | | Janus Henderson Enterprise Fund Class T |
| Fidelity Freedom 2015 Fund | | Fidelity Freedom Income Fund | | JP Morgan U.S. Value Fund Class R6 |
| Fidelity Freedom 2020 Fund | | Fidelity Global ex U.S. Index Fund | | MassMutual Premier Small Cap Opportunities Fund Administrative Class |
| Fidelity Freedom 2025 Fund | | Fidelity Government Money Market Fund | | MFA Financial, Inc. Common Stock |
| Fidelity Freedom 2030 Fund | | Fidelity Overseas Fund | | MFA Financial, Inc. Preferred Stock |
| Fidelity Freedom 2035 Fund | | Fidelity Small Cap Growth Fund | | Allspring Special Small Cap Value Fund - Class Admin |
MFA FINANCIAL, INC. 401(K) SAVINGS PLAN
Notes to the Financial Statements
December 31, 2023
4. Fair Value Measurements
The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements), and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described as follows:
Level 1 – Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
Level 2 – Inputs to the valuation methodology include: (1) quoted prices for similar assets or liabilities in active markets; (2) quoted prices for identical or similar assets or liabilities in inactive markets; (3) inputs other than quoted prices that are observable for the asset or liability; or (4) inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The asset's or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
Following is a description of the valuation methodologies used for investment assets measured at fair value. There have been no changes in the methodologies used as of December 31, 2023 and 2022.
Mutual funds – Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-ended mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value (“NAV”) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.
Money market funds – Valued at one dollar per share held by the Plan at year end. Money market funds held by the Plan are mutual funds invested in highly liquid, near-term instruments and are registered with the Securities and Exchange Commission. These funds are required to publish their daily NAV and to transact at that price. The money market funds held by the Plan are deemed to be actively traded.
Stable value fund – Valued at the daily closing price as reported by the fund.
Self-directed brokerage accounts – Accounts primarily consist of mutual funds, common stocks, preferred stocks, government bonds and cash that are valued on the basis of readily determinable market prices.
MFA Financial, Inc. common and preferred stock – Participants have the option to invest in common and preferred shares of MFA Financial, Inc. (MFA). Shares held in participant accounts are valued on the basis of readily determinable market prices.
The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
MFA FINANCIAL, INC. 401(K) SAVINGS PLAN
Notes to the Financial Statements
December 31, 2023
The following tables set forth, by level, within the fair value hierarchy, the Plan's investment assets at fair value as of December 31, 2023 and 2022:
Investment Assets at Fair Value as of December 31, 2023
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Level 1 | | Level 2 | | Level 3 | | Total |
Common and preferred stocks | | $ | 4,861,263 | | | $ | — | | | $ | — | | | $ | 4,861,263 | |
Government bond | | — | | | 318,922 | | | — | | | 318,922 | |
Cash and cash equivalents | | 1,194,359 | | | — | | | — | | | 1,194,359 | |
Mutual funds and other investments measured at NAV (1) | | N/A | | N/A | | N/A | | 21,300,889 | |
Total Assets at fair value | | $ | 6,055,622 | | | $ | 318,922 | | | $ | — | | | $ | 27,675,433 | |
Investment Assets at Fair Value as of December 31, 2022
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Level 1 | | Level 2 | | Level 3 | | Total |
Common and preferred stocks | | $ | 3,140,849 | | | $ | — | | | $ | — | | | $ | 3,140,849 | |
Government bond | | — | | | 339,157 | | | — | | | 339,157 | |
Cash and cash equivalents | | 1,025,816 | | | — | | | — | | | 1,025,816 | |
Mutual funds and other investments measured at NAV (1) | | N/A | | N/A | | N/A | | 9,812,514 | |
Total Assets at fair value | | $ | 4,166,665 | | | $ | 339,157 | | | $ | — | | | $ | 14,318,336 | |
(1)Certain investments that are measured at fair value using the NAV per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statement of net assets available for benefits.
5. Party-in-Interest and Related Party Transactions
The Trustee and the Company are parties-in-interest with respect to the Plan. The Plan’s investments are held by the Trustee, and certain of the investment options available to participants include investments managed by the Trustee and its affiliates. Transactions between the Plan, and the Trustee and its affiliates, are exempt from the prohibited transactions rules under ERISA. As of December 31, 2023, participants in the Plan held 28,914 shares of MFA Financial, Inc. Common Stock valued at $326,984 and 5,346 shares of MFA Financial, Inc. 7.50% Series B Cumulative Redeemable Preferred Stock valued at $115,230. As of December 31, 2022, participants in the Plan held 33,131 shares of MFA Financial, Inc. Common Stock valued at $327,420 and 6,784 shares of MFA Financial, Inc. 7.50% Series B Cumulative Redeemable Preferred Stock valued at $122,494. Notes Receivable from Participants, as discussed in Note 1 (Description of the Plan), are also considered to be party-in-interest transactions and totaled $132,010 and $175,608 at December 31, 2023 and December 31, 2022, respectively. The Plan paid $14,682 in administrative expenses to the Trustee of the Plan.
6. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term, and that such changes could materially affect the participants' account balances and the amounts reported in the statements of net assets available for benefits.
Volatility in the financial markets may significantly impact the subsequent valuation of the Plan's investments. Accordingly, the valuation of investments at December 31, 2023 and 2022 may not necessarily be indicative of amounts that could be realized in a current market exchange.
MFA FINANCIAL, INC. 401(K) SAVINGS PLAN
Notes to the Financial Statements
December 31, 2023
7. Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. Each participant’s interest in the Plan is 100% vested at all times, including the portion attributable to Company matching contributions. In the event of Plan termination, any unvested nonelective employer contributions will become 100% vested and the Plan assets will be distributed in accordance with the Plan document.
8. Tax Status
The Plan has adopted the Fidelity Management and Research Company Volume Submitter plan. On June 30, 2020, the Internal Revenue Service (“IRS”) stated in an advisory letter that the Volume Submitter plan adopted by the Plan, as then designed, was in compliance with applicable requirements of the Internal Revenue Code (“IRC”) and therefore, the related trust is exempt from taxation. The Plan has been amended since receiving the letter. However, the Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, the Plan administrator believes that the Plan is qualified and the related trust is tax-exempt.
U.S. GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by a government authority. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2023 and 2022, there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine examinations by taxing jurisdictions; however, there are currently no examinations for any tax periods in progress.
9. Reconciliation of Form 5500 to the Financial Statements
The following is a reconciliation of net asset available for benefits per the financial statements to net plan assets per the Form 5500:
| | | | | | | | | | | |
| December 31, |
| 2023 | | 2022 |
Net assets available for benefits per the financial statements | $ | 28,111,822 | | | $ | 15,007,440 | |
Company contribution receivable not recorded on Form 5500 | — | | | (513,496) | |
Net Assets available for benefits per Form 5500 | $ | 28,111,822 | | | $ | 14,493,944 | |
The following is a reconciliation of increase in net assets available for plan benefits per the financial statements to net income (loss) per the Form 5500.
| | | | | | | | |
| | For the year ended December 31, 2023 |
Increase in net assets available for plan benefits per the financial statements | | $ | 13,104,382 | |
Company contributions receivable as of December 31, 2022 | | 513,496 | |
Net income (loss) per Form 5500 | | $ | 13,617,878 | |
MFA FINANCIAL, INC. 401(K) SAVINGS PLAN
Notes to the Financial Statements
December 31, 2023
10. Plan Errors and Prohibited Transactions
During 2023, the Company inadvertently failed to make deposits of $234,132 of participant deferrals within the timeframe as required by the DOL. The DOL considers late deposits, without regard to materiality, to be prohibited transactions. The DOL considers these prohibited transactions as uncorrected until lost earnings have been calculated and remitted to the plan. The general rule for deposits of 401(k) withholdings requires that the Company remit withheld employee 401(k) deferrals to the plan as of the earliest date on which such amounts can reasonably be segregated from the Company’s general assets, but in no event later than 15 business days after the end of the month in which the contributions were withheld. Participant accounts were credited with their late deferral amounts, but these accounts have not yet been credited with the amount of investment income which would have been earned had participant contributions been remitted on a timely basis. Lost earnings are in the process of being calculated and will be remitted to the Plan.
During 2023, it was discovered that certain of the Plan's provisions were not properly applied in the daily operation of the Plan. The definition of compensation for participant and employer contributions as per the Plan document was not properly applied when calculating contribution amounts. The Plan administrator is in the process of determining affected participants and intends to make the Plan whole for any amounts due, including earnings as required under IRS guidelines. The amount of any amounts due the Plan has not yet been determined.
11. Mutual Fund Fees (Applicable Only for Direct Investments in Mutual Funds)
Certain investments in mutual funds are subject to sales charges in the form of front-end loads, back-end loads or 12b-1 fees. 12b-1 fees are ongoing fees allowable under Section 12b-1 of the Investment Company Act of 1940. These annual fees are used to pay for marketing and distribution costs of the funds. These fees are deducted prior to the allocation of the Plan’s investment earnings activity, and thus not separately identifiable as an expense.
MFA FINANCIAL, INC. 401(k) SAVINGS PLAN
Schedule of Assets Held as of December 31, 2023
| | | | | | | | | | | | | | |
| Identity of Issue, Borrower, Lessor or Similar Party | | Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value | | Current Value |
| Tesla, Inc. | | Common Stock, 6,312 shares | | $ | 1,568,406 | |
| Apple Inc. | | Common Stock, 2,521 shares | | 485,400 | |
| *MFA Financial, Inc. | | Common Stock, 28,914 shares | | 326,984 | |
| Facebook, Inc. | | Common Stock, 644 shares | | 227,950 | |
| Amazon.com, Inc. | | Common Stock, 1,452 shares | | 220,617 | |
| Royal Bank of Canada | | Common Stock, 1,007 shares | | 101,818 | |
| NVIDIA Corporation | | Common Stock, 196 shares | | 97,082 | |
| Microsoft Corporation | | Common Stock, 254 shares | | 95,612 | |
| Netflix, Inc. | | Common Stock, 159 shares | | 77,414 | |
| Fidelity Enhanced Large Cap Value ETF | | Common Stock, 2,055 shares | | 55,189 | |
| Verizon Communications | | Common Stock, 1,367 shares | | 51,520 | |
| AT&T Inc. | | Common Stock, 2,962 shares | | 49,702 | |
| Advanced Micro Devices, Inc. | | Common Stock, 329 shares | | 48,498 | |
| Royal Caribbean Cruises Ltd. | | Common Stock, 361 shares | | 46,746 | |
| Owens Corning | | Common Stock, 300 shares | | 44,469 | |
| Deere & Company | | Common Stock, 111 shares | | 44,314 | |
| Overstock.com, Inc. | | Common Stock, 1,447 shares | | 40,067 | |
| Spotify Technology S.A. | | Common Stock, 200 shares | | 37,582 | |
| Union Pacific Corporation | | Common Stock, 116 shares | | 28,493 | |
| Crowdstrike Holdings, Inc. | | Common Stock, 109 shares | | 27,830 | |
| The Walt Disney Company | | Common Stock, 291 shares | | 26,271 | |
| Camping World Holdings, Inc. | | Common Stock, 1,000 shares | | 26,260 | |
| Walmart Inc. | | Common Stock, 165 shares | | 26,039 | |
| The Home Depot, Inc. | | Common Stock, 75 shares | | 25,991 | |
| UiPath Inc. | | Common Stock, 999 shares | | 24,815 | |
| Alphabet Inc. | | Common Stock, 172 shares | | 24,240 | |
| Palantir Technologies Inc. | | Common Stock, 1,389 shares | | 23,849 | |
| Exxon Mobil Corporation | | Common Stock, 219 shares | | 21,923 | |
| Alexander’s Inc. | | Common Stock, 100 shares | | 21,357 | |
| Alphabet Inc. Class A | | Common Stock, 140 shares | | 19,557 | |
| Meg Energy Corp. | | Common Stock, 1,000 shares | | 17,951 | |
| Amprius Technologies, Inc. | | Common Stock, 3,000 shares | | 15,870 | |
| Callaway Golf Company | | Common Stock, 1,000 shares | | 14,340 | |
| IBM | | Common Stock, 87 shares | | 14,227 | |
| Target Corporation | | Common Stock, 95 shares | | 13,530 | |
| Occidental Petroleum Corporation | | Common Stock, 224 shares | | 13,382 | |
| Shopify Inc. | | Common Stock, 170 shares | | 13,243 | |
| Fannie Mae | | Common Stock, 12,000 shares | | 12,840 | |
| Datadog, Inc. | | Common Stock, 100 shares | | 12,138 | |
| Apollo Commercial Real Estate | | Common Stock, 988 shares | | 11,599 | |
| Blackstone Group Inc. | | Common Stock, 80 shares | | 10,474 | |
| Enbridge Inc. | | Common Stock, 290 shares | | 10,463 | |
| American Superconductor Corporation | | Common Stock, 899 shares | | 10,015 | |
| Cenovus Energy Inc. | | Common Stock, 600 shares | | 9,990 | |
MFA FINANCIAL, INC. 401(k) SAVINGS PLAN
Schedule of Assets Held as of December 31, 2023
| | | | | | | | | | | | | | |
| Identity of Issue, Borrower, Lessor or Similar Party | | Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value | | Current Value |
| Liberty Global Ltd. | | Common Stock, 500 shares | | 9,320 | |
| Alibaba Group Holding Limited | | Common Stock, 120 shares | | 9,301 | |
| Coinbase Global, Inc. | | Common Stock, 50 shares | | 8,696 | |
| APA | | Common Stock, 228 shares | | 8,193 | |
| FedEx Corporation | | Common Stock, 32 shares | | 8,081 | |
| Warner Bros. Discovery | | Common Stock, 641 shares | | 7,295 | |
| Cabot Oil & Gas Corporation | | Common Stock, 249 shares | | 6,361 | |
| Dow Inc. | | Common Stock, 115 shares | | 6,281 | |
| Ellington Residential Mortgage | | Common Stock, 1,000 shares | | 6,130 | |
| Uber Technologies, Inc. | | Common Stock, 99 shares | | 6,095 | |
| Gap Inc. | | Common Stock, 280 shares | | 5,861 | |
| Broadcom Inc. | | Common Stock, 5 shares | | 5,668 | |
| Zscaler, Inc. | | Common Stock, 25 shares | | 5,539 | |
| Celsius Holdings, Inc. | | Common Stock, 100 shares | | 5,452 | |
| PulteGroup, Inc. | | Common Stock, 51 shares | | 5,304 | |
| DXC Technology | | Common Stock, 200 shares | | 4,574 | |
| JPMorgan Chase & Co. | | Common Stock, 25 shares | | 4,253 | |
| Innovative Industrial Properties, Inc. | | Common Stock, 40 shares | | 4,033 | |
| Joyy, Inc. | | Common Stock, 100 shares | | 3,970 | |
| Kohls Corp Nfs Llc Is A Special | | Common Stock, 126 shares | | 3,604 | |
| New Residential Investment Corp | | Common Stock, 335 shares | | 3,578 | |
| AG Mortgage Investment Trust, Inc. | | Common Stock, 510 shares | | 3,239 | |
| PennyMac Mortgage Investment Trust | | Common Stock, 215 shares | | 3,214 | |
| Citigroup Inc. | | Common Stock, 60 shares | | 3,076 | |
| Snowflake Inc. | | Common Stock, 15 shares | | 2,985 | |
| Transocean Ltd. | | Common Stock, 392 shares | | 2,489 | |
| IRSA Inversiones y Representaciones Sociedad Anónima | | Common Stock, 275 shares | | 2,365 | |
| Hudson Pacific Properties | | Common Stock, 242 shares | | 2,254 | |
| Annaly Capital Management Inc. | | Common Stock, 104 shares | | 2,014 | |
| Norwegian Cruise Lines Holdings | | Common Stock, 100 shares | | 2,004 | |
| Panasonic Corporation | | Common Stock, 200 shares | | 1,968 | |
| Lemonade, Inc. | | Common Stock, 100 shares | | 1,613 | |
| AGNC Investment Corporation | | Common Stock, 160 shares | | 1,570 | |
| Two Harbors Investment Corp. | | Common Stock, 98 shares | | 1,365 | |
| Biomerica, inc. | | Common Stock, 1,000 shares | | 1,250 | |
| Chimera Investment Corporation | | Common Stock, 200 shares | | 998 | |
| New York Mortgage Trust, Inc. | | Common Stock, 116 shares | | 990 | |
| The Honest Company, Inc. | | Common Stock, 250 shares | | 825 | |
| Desktop Metal, Inc. | | Common Stock, 856 shares | | 643 | |
| Ellington Financial Inc. | | Common Stock, 45 shares | | 572 | |
| Cherry Hill Mortgage Investment | | Common Stock, 117 shares | | 473 | |
| Invesco Mortgage Capital | | Common Stock, 49 shares | | 434 | |
| Kyndryl Holdings, Inc. | | Common Stock, 16 shares | | 332 | |
| D-Market Electronic Services Trading | | Common Stock, 150 shares | | 270 | |
MFA FINANCIAL, INC. 401(k) SAVINGS PLAN
Schedule of Assets Held as of December 31, 2023
| | | | | | | | | | | | | | |
| Identity of Issue, Borrower, Lessor or Similar Party | | Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value | | Current Value |
| Logan Ridge Finance Corporation | | Common Stock, 6 shares | | 136 | |
| vTv Therapeutics Inc. | | Common Stock, 5 shares | | 58 | |
| Impac Mortgage Holdings, Inc. | | Common Stock, 10 shares | | — | |
| AppHarvest, Inc. | | Common Stock, 400 shares | | — | |
| | Sub-Total | | $ | 4,260,783 | |
| | | | |
| *MFA Financial, Inc. Preferred Stock Series B | | Preferred Stock, 5,346 shares | | $ | 115,230 | |
| Chimera Investment Corp Series C | | Preferred Stock, 4,000 shares | | 79,600 | |
| New York Mortgage Trust Series E | | Preferred Stock, 3,000 shares | | 69,930 | |
| Two Harbors Investment Corp Series A | | Preferred Stock, 3,000 shares | | 67,170 | |
| Pennymac Mortgage Investment Series A | | Preferred Stock, 2,000 shares | | 47,840 | |
| Chimera Investment Corp Series B | | Preferred Stock, 2,000 shares | | 46,860 | |
| AG Mortgage Investment Trust | | Preferred Stock, 2,000 shares | | 37,600 | |
| New York Mortgage Trust Preferred Series G | | Preferred Stock, 2,000 shares | | 35,056 | |
| New York Mortgage Trust Preferred Series D | | Preferred Stock, 1,000 shares | | 21,400 | |
| Ellington Financial Inc. Preferred Series C | | Preferred Stock, 700 shares | | 16,709 | |
| New Residential Invt Corp 6.375 Pfd Ser C Rights/Warrants | | Preferred Stock, 750 shares | | 15,773 | |
| Chimera Investment Corp Series A | | Preferred Stock, 700 shares | | 14,770 | |
| Annaly Capital Management, Inc. Preferred Series F | | Preferred Stock, 500 shares | | 12,570 | |
| Capstead Mortgage Corporation Preferred Series E | | Preferred Stock, 500 shares | | 10,320 | |
| Redwood Trust, Inc. Preferred Series A | | Preferred Stock, 400 shares | | 9,652 | |
| | Sub-Total | | $ | 600,480 | |
| | | | |
| *Fidelity 500 Index Fund | | Mutual Funds | | $ | 2,289,435 | |
| *Fidelity Freedom 2055 Fund | | Mutual Funds | | 2,172,525 | |
| *Fidelity Freedom 2060 Fund | | Mutual Funds | | 2,136,725 | |
| *Fidelity Freedom 2050 Fund | | Mutual Funds | | 2,112,512 | |
| *Fidelity Freedom 2040 Fund | | Mutual Funds | | 2,055,614 | |
| *Fidelity Freedom 2045 Fund | | Mutual Funds | | 1,233,852 | |
| *Fidelity Freedom 2030 Fund | | Mutual Funds | | 1,205,923 | |
| *Fidelity Freedom 2035 Fund | | Mutual Funds | | 755,250 | |
| *Fidelity Blue Chip Growth Fund | | Mutual Funds | | 582,000 | |
| *Fidelity Small Cap Growth Fund | | Mutual Funds | | 411,925 | |
| *Fidelity 500 Index Fund Premium | | Mutual Funds | | 313,981 | |
| *Fidelity Blue Chip Growth Fund | | Mutual Funds | | 248,520 | |
| American Growth Fund of America Class F | | Mutual Funds | | 247,721 | |
| Virtus NFJ Mid Cap Value A | | Mutual Funds | | 238,718 | |
| *Fidelity Emerging Markets Fund | | Mutual Funds | | 238,415 | |
| American Europacific Growth Class F | | Mutual Funds | | 233,634 | |
| *Fidelity Equity Income Fund | | Mutual Funds | | 231,451 | |
| New Perspective Class A | | Mutual Funds | | 223,349 | |
| *Fidelity Freedom 2065 Fund | | Mutual Funds | | 220,293 | |
| *Fidelity Total Bond Fund | | Mutual Funds | | 218,968 | |
| *Fidelity Value Fund | | Mutual Funds | | 216,913 | |
MFA FINANCIAL, INC. 401(k) SAVINGS PLAN
Schedule of Assets Held as of December 31, 2023
| | | | | | | | | | | | | | |
| Identity of Issue, Borrower, Lessor or Similar Party | | Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value | | Current Value |
| *Fidelity Extended Market Index Fund | | Mutual Funds | | 193,741 | |
| Smead Value Fund Investor Cl Shares | | Mutual Funds | | 169,841 | |
| *Fidelity U.S. Bond Index Fund | | Mutual Funds | | 165,316 | |
| *Fidelity Freedom 2015 Fund | | Mutual Funds | | 163,023 | |
| *Fidelity Aggressive Growth | | Mutual Funds | | 162,533 | |
| *Fidelity Global Ex U.S. Index Fund | | Mutual Funds | | 153,114 | |
| *Fidelity New Millennium Fund | | Mutual Funds | | 141,994 | |
| *Janus Henderson Enterprise Fund Class T | | Mutual Funds | | 140,804 | |
| *Fidelity Real Estate Income | | Mutual Funds | | 134,688 | |
| *Fidelity Freedom 2020 | | Mutual Funds | | 131,758 | |
| *Fidelity Overseas Fund | | Mutual Funds | | 121,248 | |
| Stable Value Fund | | Mutual Funds | | 109,738 | |
| *Invesco Diversified Dividend Fund R5 Class | | Mutual Funds | | 108,968 | |
| *Fidelity Growth Discovery Fund | | Mutual Funds | | 105,173 | |
| *Fidelity Freedom 2020 Fund | | Mutual Funds | | 103,657 | |
| *Allspring Special Small Cap Value Fund - Class Admin | | Mutual Funds | | 85,481 | |
| Blackrock Commodity Strategies Fund Class A | | Mutual Funds | | 81,305 | |
| *Fidelity Freedom 2025 Fund | | Mutual Funds | | 65,313 | |
| *Goldman Sachs Inflation Protected Securities Fund Investor Shares | | Mutual Funds | | 58,973 | |
| *Fidelity Small Cap Value Fund | | Mutual Funds | | 53,177 | |
| *Massmutual Premier Small Cap Opportunities Fund Administrative Class | | Mutual Funds | | 52,732 | |
| Growth Fund Of America Class A | | Mutual Funds | | 33,339 | |
| Europacific Growth Class A | | Mutual Funds | | 17,167 | |
| *Fidelity Total International Index | | Mutual Funds | | 5,143 | |
| *Fidelity Freedom Income Fund | | Mutual Funds | | 3,698 | |
| Wasatch Small Cap Value | | Mutual Funds | | 2,998 | |
| Wasatch Micro-Cap Value Fund | | Mutual Funds | | 2,346 | |
| Wasatch Microcap | | Mutual Funds | | 909 | |
| Morgan Stanley Global Opportunity A | | Mutual Funds | | 823 | |
| Morgan Stanley Institutional Fund Us Lge Cap Grwth Por B | | Mutual Funds | | 507 | |
| Morgan Stanley Institutional Fund Trust Mid Cap Grwth Adv Cl | | Mutual Funds | | 466 | |
| Morgan Stanley Institutional Fund, Inc. Small Co Grwth Class P | | Mutual Funds | | 444 | |
| | Sub-Total | | $ | 20,158,141 | |
| | | | |
| SPDR Portfolio Total Stock Market | | Other Investments | | $ | 203,445 | |
| WisdomTree India Earnings Fund | | Other Investments | | 176,300 | |
| Vanguard S&P 500 ETF | | Other Investments | | 162,989 | |
| Vanguard Extended Market ETF | | Other Investments | | 114,975 | |
| Invesco QQQ Trust, Series 1 | | Other Investments | | 94,569 | |
| iShares MSCI India Small-Cap ETF | | Other Investments | | 87,935 | |
| SPDR S&P 500 ETF Trust | | Other Investments | | 57,988 | |
| Vanguard Total Stock Market ETF | | Other Investments | | 51,013 | |
| SPDR Dow Jones Industrial Average ETF | | Other Investments | | 37,687 | |
MFA FINANCIAL, INC. 401(k) SAVINGS PLAN
Schedule of Assets Held as of December 31, 2023
| | | | | | | | | | | | | | |
| Identity of Issue, Borrower, Lessor or Similar Party | | Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value | | Current Value |
| iShares MSCI India ETF | | Other Investments | | 30,659 | |
| BlackRock Corporate High Yield Fund, Inc. | | Other Investments | | 20,060 | |
| VanEck Vectors Oil Services ETF | | Other Investments | | 15,476 | |
| JPMorgan Nasdaq Equity Premium Income ETF | | Other Investments | | 15,379 | |
| Direxion Daily S&P 500 Bear 3X Shares ETF | | Other Investments | | 14,336 | |
| Global X Robotics & Artificial Intelligence ETF | | Other Investments | | 14,250 | |
| iShares S&P 500 ETF | | Other Investments | | 13,781 | |
| Vanguard Energy ETF | | Other Investments | | 11,728 | |
| Vaneck Vectors Vietnam ETF | | Other Investments | | 7,752 | |
| 2x Long VIX Futures ETF | | Other Investments | | 5,080 | |
| Vanguard Intermediate-Term Bond ETF | | Other Investments | | 1,541 | |
| ARK Autonomous Technology & Robotics ETF | | Other Investments | | 1,454 | |
| iShares MSCI Mexico ETF | | Other Investments | | 1,283 | |
| Occidental Petroleum Corporation - WRTS | | Other Investments | | 1,051 | |
| ARK Space Exploration and Innovation ETF | | Other Investments | | 771 | |
| ARK Innovation ETF | | Other Investments | | 528 | |
| ARK Genomic Revolution ETF | | Other Investments | | 330 | |
| ARK Fintech Innovation ETF | | Other Investments | | 276 | |
| SPDR Portfolio S&P 500 ETF | | Other Investments | | 112 | |
| | Sub-Total | | $ | 1,142,748 | |
| | | | |
| United States Treasury Bills Zero Coupon Bond | | Government bond | | $ | 318,922 | |
| | Sub-Total | | $ | 318,922 | |
| | | | |
| *Fidelity Cash Reserves | | Cash and cash equivalents | | $ | 480,531 | |
| *Fidelity Government Money Market Fund | | Cash and cash equivalents | | 713,828 | |
| | Sub-Total | | $ | 1,194,359 | |
| | | | |
| * Participant Loans | | Interest Rate 4.25% - 9.50% Maturity Dates through October 2033 | | $ | 132,010 | |
| | | | |
| | Grand Total | | $ | 27,807,443 | |
| | | | |
| * Indicates party-in-interest to the Plan. | | | | |
| | | | |
MFA FINANCIAL, INC. 401(k) SAVINGS PLAN
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Schedule of Delinquent Participant Contributions For the year ended December 31, 2023 |
Participant contributions transferred late to the Plan | | Totals that constitute nonexempt prohibited transactions | | |
Check here if late participant loan repayments are included: x | | Contributions not corrected* | | Contributions corrected outside VFCP | | Contributions pending correction in VFCP | | Total fully corrected under VFCP and PTE 2002-51 |
| $ | — | | | $ | 234,132 | | | $ | 25,469 | | | $ | — | | | $ | — | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
*Substantially all contributions were remitted to the Plan. Lost earnings are in the process of being calculated and will be remitted to the Plan once finalized.
MFA FINANCIAL, INC. 401(k) SAVINGS PLAN
EXHIBIT INDEX
Exhibit No. Description
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the MFA Financial, Inc. 401(k) Savings Plan) have duly caused this annual report to be signed on its behalf by the undersigned, hereunto duly authorized.
| | | | | | | | |
Date: June 27, 2024 | MFA FINANCIAL, INC. 401(k) SAVINGS PLAN |
| | |
| | |
| | |
| By: | /s/ Michael Roper |
| | | Michael Roper |
| | | Member |
| | | MFA Financial, Inc. 401(k) Administration Committee |