UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
MFA FINANCIAL, INC.
(Exact Name of Registrant as Specified in Its
Charter)
| Maryland |
|
13-3974868 |
| (State of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
| |
|
|
One Vanderbilt Ave., 48th Floor
New York, New York
|
|
10017 |
| (Address of Principal Executive Offices of Registrant) |
|
(Zip Code) |
Securities to be registered pursuant to Section 12(b) of
the Act:
|
Title of Each Class
to be so Registered
|
|
Name of Each Exchange on Which
Each Class is to be Registered
|
| 8.875% Senior Notes due 2029 |
|
New York Stock Exchange |
If this form relates to the registration
of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or
(e), check the following box. x
If this form relates to the registration
of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or
(e), check the following box. ¨
If this form relates to the registration
of a class of securities concurrently with a Regulation A offering, check the following box.¨
Securities Act registration statement file
number to which this form relates:
333-267632
Securities to be registered pursuant to Section 12(g) of
the Act:
None.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED.
MFA Financial, Inc. (the “Registrant”), has filed
with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities
Act of 1933, as amended, a prospectus supplement dated January 8, 2024 (the “Prospectus Supplement”) to the prospectus
dated September 27, 2022 (the “Base Prospectus” and, collectively with the Prospectus Supplement, the “Prospectus”)
contained in the Registrant’s effective Registration Statement on Form S-3 (Registration No. 333-267632), relating to
the Registrant’s 8.875% Senior Notes due 2029 (the “Notes”) to be registered hereunder.
The information required by this item is incorporated by reference
to the information contained and incorporated by reference in the sections captioned “Description of the Notes” and “Description
of Debt Securities” in the Prospectus.
ITEM 2. EXHIBITS.
| Exhibit |
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| No. |
|
Description |
| |
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| 3.1 |
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Amended
and Restated Articles of Incorporation of the Registrant, dated April 8, 1998 (incorporated herein by reference to Exhibit 3.1
to the Registrant’s Form 8-K, dated April 24, 1998). |
| |
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| 3.2 |
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Articles
of Amendment to the Amended and Restated Articles of Incorporation of the Registrant, dated August 5, 2002 (incorporated herein
by reference to Exhibit 3.1 to the Registrant’s Form 8-K, dated August 13, 2002). |
| |
|
|
| 3.3 |
|
Articles
of Amendment to the Amended and Restated Articles of Incorporation of the Registrant, dated August 13, 2002 (incorporated herein
by reference to Exhibit 3.3 to the Registrant’s Form 10-Q for the quarter ended September 30, 2002). |
| |
|
|
| 3.4 |
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Articles
of Amendment to the Amended and Restated Articles of Incorporation of the Registrant, dated December 29, 2008 (incorporated
herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K, dated December 29, 2008). |
| |
|
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| 3.5 |
|
Articles
of Amendment (Articles Supplementary) to the Amended and Restated Articles of Incorporation of the Registrant, dated January 1,
2010 (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K, dated January 5, 2010).
|
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| 3.6 |
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Articles
Supplementary of the Registrant, dated March 8, 2011 (incorporated herein by reference to Exhibit 3.1 to the Registrant’s
Form 8-K, dated March 11, 2011). |
| |
|
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| 3.7 |
|
Articles
of Amendment to the Amended and Restated Articles of Incorporation of the Registrant, dated May 24, 2011 (incorporated by reference
to Exhibit 3.1 to the Registrant’s Form 8-K, dated May 26, 2011). |
| |
|
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| 3.8 |
|
Articles
of Amendment to the Amended and Restated Articles of Incorporation of the Registrant, dated April 4, 2022 (incorporated herein
by reference to Exhibit 3.1 to the Registrant’s Form 8-K, dated April 4, 2022). |
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|
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| 3.9 |
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Articles
of Amendment to the Amended and Restated Articles of Incorporation of the Registrant, dated April 4, 2022 (incorporated herein
by reference to Exhibit 3.2 to the Registrant’s Form 8-K, dated April 4, 2022). |
| |
|
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| 3.10 |
|
Articles
Supplementary of the Registrant, dated April 22, 2004, designating the Registrant’s 8.50% Series A Cumulative Redeemable
Preferred Stock (incorporated herein by reference to Exhibit 3.4 to the Registrant’s Form 8-A, dated April 23,
2004). |
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| 3.11 |
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Articles
Supplementary of the Registrant, dated April 12, 2013, designating the Registrant’s 7.50% Series B Cumulative Redeemable
Preferred Stock (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K, dated April 15,
2013). |
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| 3.12 |
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Articles
Supplementary of the Registrant, dated February 28, 2020, designating the Registrant’s 6.50% Series C Fixed-to-Floating
Rate Cumulative Redeemable Preferred Stock (incorporated herein by reference to Exhibit 3.10 to the Company’s Registration
Statement on Form 8-A filed on February 28, 2020). |
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|
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| 3.13 |
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Amended
and Restated Bylaws of the Registrant (as amended and restated through April 10, 2017) (incorporated herein by reference to
Exhibit 3.1 to the Registrant’s Form 8-K, dated April 12, 2017). |
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| 4.1 |
|
Description
of the Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated
by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K filed February 21, 2020). |
| 4.2 |
|
Specimen of Common Stock Certificate of the Registrant (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-4, dated February 12, 1998). |
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| 4.3 |
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Specimen of certificate representing the 7.50% Series B Cumulative Redeemable Preferred Stock (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 8-K, dated April 15, 2013). |
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| 4.4 |
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Specimen of certificate representing the 6.50% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock. (incorporated herein by reference to Exhibit 4.4 to the Company’s Registration Statement on Form 8-A filed on February 28, 2020). |
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| 4.7 |
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Indenture, dated June 3, 2019, between the Registrant and Wilmington Trust, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 8-K, dated June 3, 2019 ). |
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| 4.8 |
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First Supplemental Indenture, dated June 3, 2019, between the Registrant and Wilmington Trust, National Association, as Trustee (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Form 8-K, dated June 3, 2019). |
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| 4.9* |
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Second Supplemental Indenture, dated January 11, 2024, between the Registrant and Wilmington Trust, National Association, as Trustee. |
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| 4.10 |
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Form of 6.25% Convertible Senior Notes due 2024 (incorporated herein by reference to Exhibit 4.3 to the Registrant’s Form 8-K, dated June 3, 2019). |
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| 4.11* |
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Form of 8.875% Senior Notes due 2029 (attached as Exhibit A to the Second Supplemental Indenture, filed as Exhibit 4.9 hereto). |
* Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
Dated: January 11, 2024
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MFA FINANCIAL, INC. |
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By: |
/s/ Harold E. Schwartz
|
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Name: |
Harold E. Schwartz |
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Title: |
Senior Vice President and General Counsel |