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Item 5. Market for Registrant’s Common Equity

2022-02-23 compared with 2021-02-23 · 24 added, 31 removed, 64 unchanged (46% of the section changed)

2 unchanged sentences

Our common stock is listed on the New York Stock Exchange, under the symbol “MFA”.

Our preferred stock Series B and C issuances are also listed on the NYSE, under the symbols “MFA/PB” and “MFA/PC”, respectively.

Our Series B Preferred Stock and Series C Preferred Stock are also listed on the NYSE, under the symbols “MFA/PB” and “MFA/PC”, respectively.

As of February 18, 2022, we had 495 registered holders of our common stock.

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For the year ended December 31, 2021, the portion of our common stock dividends that was deemed to be a return of capital was $0.2628 per share of common stock.

For the years ended December 31, 2019 and 2018, the portions of our common stock dividends that were deemed to be capital gains were $0.1672 and $0.1290 per share of common stock, respectively.

For the year ended December 31, 2020, the portion of our common stock dividends that was deemed to be a return of capital was $0.05 per share of common stock.

For the year ended December 31, 2019, the portion of our common stock dividends that were deemed to be capital gains were $0.1672 per share of common stock.

(For additional dividend information, see Notes 10(a) and 10(b) to the consolidated financial statements, included under Item 8 of this Annual Report on Form 10-K.)

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The table below provides details of dividends on our common stock declared during the years 2021 and 2020:

Year Declaration Date Record Date Payment Date Dividend per

2020 December 17, 2020 December 30, 2020 January 29, 2021 $ 0.075 (1)

August 6, 2020 September 30, 2020 October 30, 2020 0.05

Year Declaration Date Record Date Payment Date Dividend Per Share

2021 December 14, 2021 December 31, 2021 January 31, 2022 $0.110 (1)

September 15, 2021 September 30, 2021 October 29, 2021 0.100

June 12, 2019 July 1, 2019 July 31, 2019 0.20

June 15, 2021 June 30, 2021 July 30, 2021 0.100

March 12, 2021 March 31, 2021 April 30, 2021 0.075

2020 December 17, 2020 December 30, 2020 January 29, 2021 $0.075 (2)

August 6, 2020 September 30, 2020 October 30, 2020 0.050

(1) At December 31, 2021, we had accrued dividends and dividend equivalents payable of $47.8 million related to the common stock dividend declared on December 14, 2021.

This dividend is considered taxable income to the recipient in 2021.

This dividend will be considered taxable income to the recipient in 2022.

For more information see our 2021 Dividend Tax Information on our website.

(2) At December 31, 2020, we had accrued dividends and dividend equivalents payable of $34.0 million related to the common stock dividend declared on December 17, 2020.

This dividend was considered taxable income to the recipient in 2021.

For more information see our 2020 Dividend Tax Information on our website.

We have not established a minimum payout level for our common stock.

Dividends are declared and paid at the discretion of our Board and depend on our cash available for distribution, financial condition, ability to maintain our qualification as a REIT, and such other factors that our Board may deem relevant.

(See Part I, Item 1A., “Risk Factors” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K, for information regarding the sources of funds used for dividends and for a discussion of factors, if any, which may adversely affect our ability to pay dividends.)

(See Part I, Item 1A., “Risk Factors” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on

Form 10-K, for information regarding the sources of funds used for dividends and for a discussion of factors, if any, which may adversely affect our ability to pay dividends.)

Purchases of Equity Securities

On November 2, 2020, our Board authorized a share repurchase program under which we may repurchase up to $250 million of our common stock through the end of 2022.

On November 2, 2020, our Board authorized a stock repurchase program under which we may repurchase up to $250 million of our common stock through the end of 2022.

The Board’s authorization replaces the authorization under our existing stock repurchase program that was adopted in December 2013, which authorized us to repurchase up to 10 million shares of common stock and under which approximately 6.6 million shares remained available for repurchase.

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The timing and extent to which we repurchase our shares will depend upon, among other things, market conditions, share price, liquidity, regulatory requirements and other factors, and repurchases may be commenced or suspended at any time without prior notice.

Acquisitions under the share repurchase program may be made in the open market, through privately negotiated transactions or block trades or other means, in accordance with applicable securities laws.

Acquisitions under the stock repurchase program may be made in the open market, through privately negotiated transactions or block trades or other means, in accordance with applicable securities laws (including, in our discretion, through the use of one or more plans adopted under Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended (or the “Exchange Act”)).

During the year ended December 31, 2021, we repurchased 20,101,494 shares of our common stock through the stock repurchase program at an average cost of $4.26 per share and a total cost of approximately $85.6 million, net of fees and commissions paid to the sales agent of approximately $201,000.

In addition, during the year ended December 31, 2020 the Company repurchased 17,593,576 warrants for $33.7 million that were included in the stock repurchase program.

At December 31, 2020, approximately $165.7 million remained outstanding for future repurchases under the repurchase program.

We did not repurchase any shares of our common stock during the year ended December 31, 2019.

The following table presents information with respect to (i) shares of common stock repurchased by us under the stock repurchase program and (ii) restricted shares withheld (under the terms of grants under our Equity Compensation Plan (or Equity Plan)) to offset tax withholding obligations that occur upon the vesting and release of restricted stock awards and/or restricted stock units (or RSUs) and (iii) eligible shares remaining/approximate dollar value for repurchase under the stock repurchase program, in each case during the fourth quarter of 2020:

Purchased Weighted

As of December 31, 2021, we were permitted to purchase an additional $80.3 million of our common stock under our stock repurchase program.

In addition, we have repurchased 7,870,658 shares of our common stock through the stock repurchase program in the first quarter of 2022 through February 18, 2022, through the use of a plan adopted under Rule 10b5-1 promulgated under the Exchange Act.

The following table presents information with respect to (i) shares of common stock repurchased by us under the stock repurchase program and (ii) restricted shares withheld (under the terms of grants under our Equity Compensation Plan (or Equity Plan)) to offset tax withholding obligations that occur upon the vesting and release of restricted stock awards and/or restricted stock units (or RSUs) and (iii) approximate dollar value for repurchase under the stock repurchase program during the fourth quarter of 2021:

Purchased (1)

Average Price

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Repurchase Program

or Employee Plan Maximum Number of

Shares/Approximate Dollar Value that May Yet be

or Employee Plan Approximate Dollar Value that May Yet be

Purchased Under the

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8,495,265 $ 4.42 8,495,265 $ 80,264,989

Warrants Repurchased (4)

17,593,576 $ 3.86 17,593,576 N/A (5)

Employee Transactions (4)

— $ — N/A N/A

(1) The Board authorized our stock repurchase program on November 2, 2020, under which we may repurchase up to $250 million of our common stock through the end of 2022.

(2) Includes brokerage commissions.

(2) As of October 31, 2020, we had repurchased an aggregate of 3,383,645 shares under the repurchase program adopted in December 2013.

This plan terminated on November 2, 2020, as it was replaced by a new plan on that date.

(3) Amount presented in shares.

(4) As of December 31, 2020, we had repurchased an aggregate of 14,085,678 shares under the repurchase program adopted on November 2, 2020.

We are authorized to purchase $250 million worth of shares through to December 31, 2022.

In addition, in December 2020, we repurchased warrants issued to Apollo and Athene for approximately $33.7 million, reflecting the market value of the warrants at the time of the repurchase.

These warrant repurchases are also included in the repurchase program adopted on November 2, 2020.

(5) Amount presented in dollar value.

(3) As of December 31, 2021, we had repurchased an aggregate approximate dollar value of $169.7 million under the stock repurchase program.

(4) Our Equity Plan provides that the value of the shares delivered or withheld be based on the price of our common stock on the date the relevant transaction occurs.

These shares were withheld in November 2020.

Discount Waiver, Direct Stock Purchase and Dividend Reinvestment Plan

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At-the-Market Offering Program

On August 16, 2019 we entered into a distribution agreement under the terms of which we may offer and sell shares of our common stock having an aggregate gross sales price of up to $400.0 million (or the ATM Shares), from time to time, through various sales agents, pursuant to an at-the-market equity offering program (or the ATM Program).

On August 16, 2019, we entered into a three-year distribution agreement under the terms of which we may offer and sell shares of our common stock having an aggregate gross sales price of up to $400.0 million (or the ATM Shares), from time to time, through various sales agents, pursuant to an at-the-market equity offering program (or the ATM Program).

Sales of the ATM Shares, if any, may be made in negotiated transactions or by transactions that are deemed to be “at-the-market” offerings, as defined in Rule 415 under the 1933 Act, including sales made directly on the NYSE or sales made to or through a market maker other than an exchange.

The sales agents are entitled to compensation of up to two percent of the gross sales price per share for any shares of common stock sold under the distribution agreement.

During the year ended December 31, 2020, we did not sell any shares of common stock through the ATM Program.

During the years ended December 31, 2021 and 2020, we did not sell any shares of common stock through the ATM Program.

At December 31, 2021, approximately $390.0 million remained outstanding for future offerings under this program.

During the year ended December 31, 2019, we sold 1,357,526 shares of common stock through the ATM Program at a weighted average price of $7.40, raising proceeds of approximately $9.9 million, net of fees and commissions paid to sales agents of approximately $100,000.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity