Annaly Capital Management (NLY) outlines Anthony C. Green retirement and advisor role

Rhea-AI Filing Summary

Annaly Capital Management, Inc. reported that longtime executive Anthony C. Green plans to retire after 16 years with the company. Effective January 1, 2026, he will step down as Chief Legal Officer, Chief Corporate Officer and Secretary and transition to a Senior Advisor role through March 31, 2026.

Under a retirement and transition agreement dated December 29, 2025, Mr. Green will continue to receive his current base salary during his advisory term and remain eligible for his 2025 annual incentives, to be paid in cash and equity based on actual 2025 performance. Following retirement, his outstanding equity awards will continue to vest under modified retirement provisions. He will also receive a lump-sum cash payment equal to three months of base salary and an additional lump sum intended to cover COBRA health coverage costs through September 30, 2026.

Insights

Corporate governance analyst

Planned retirement of key legal executive with structured transition.

Annaly Capital Management disclosed a planned leadership change as Anthony C. Green retires from his roles as Chief Legal Officer, Chief Corporate Officer and Secretary. The company has structured a three‑month Senior Advisor period from January 1, 2026 to March 31, 2026, which can support knowledge transfer and continuity in legal and corporate functions.

The retirement and transition agreement maintains Mr. Green’s current base salary during the advisory term and keeps him eligible for 2025 annual incentives based on actual performance, aligning his compensation with company results. Continued vesting of outstanding equity awards and a lump‑sum equal to three months of base salary, plus funds for COBRA coverage through September 30, 2026, reflect standard senior executive retirement structuring.

This appears to be an orderly, pre-arranged transition rather than a sudden departure. Future disclosures in regular company reports may identify Mr. Green’s successors in his former roles and any related organizational adjustments.

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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)

December 29, 2025

Annaly Capital Management Inc

(Exact Name of Registrant as Specified in its Charter)

Maryland		1-13447		22-3479661
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

1211 Avenue of the Americas
New York, New York		10036
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 696-0100

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:

☐ 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 Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share		NLY		New York Stock Exchange
6.95% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock		NLY.F		New York Stock Exchange
6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock		NLY.G		New York Stock Exchange
6.75% Series I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock		NLY.I		New York Stock Exchange
8.875% Series J Fixed-Rate Cumulative Redeemable Preferred Stock		NLY.J		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.

On December 29, 2025, Anthony C. Green, the Chief Legal Officer, Chief Corporate Officer and Secretary and a senior member of the executive team of Annaly Capital Management, Inc. (the “Company”) notified the Company that he will be retiring after a distinguished 16 years with the Company. Effective January 1, 2026, Mr. Green will cease to serve as Chief Legal Officer, Chief Corporate Officer and Secretary and will become a Senior Advisor to the Company through March 31, 2026.

In connection with his transition to a Senior Advisor and subsequent retirement, on December 29, 2025, Mr. Green and the Company entered into a retirement and transition agreement pursuant to which he will continue to receive his current base salary through the end of his term as a Senior Advisor and will also remain eligible for his 2025 annual incentives (to be delivered partially in cash and partially in equity, consistent with the Company’s regular practice for annual incentives) based on actual 2025 performance results.

In consideration for Mr. Green’s covenants pursuant to the retirement and transition agreement, including supporting the transition and a customary release of claims in favor of the Company, following his retirement, Mr. Green will continue to vest in his equity awards that are outstanding as of the date of his retirement in accordance with the retirement provisions in the applicable award agreements, subject to certain modifications. Those modifications include the reduction of the six-month notice of retirement period set forth in the award agreements to allow Mr. Green to retire on March 31, 2026, and the elimination or replacement of restrictive covenants set forth in the award agreements relating to comparable post-employment work and non-solicitation. In further consideration for Mr. Green’s covenants pursuant to the retirement and transition agreement, upon retirement and subject to the release of claims, Mr. Green will be eligible for a lump-sum cash retirement payment equal to three months of his current base salary, which is the additional base salary he would have received if he had remained employed for the full six-month notice period. He will also be eligible for an additional lump-sum cash payment to provide funds sufficient to cover certain costs of COBRA continuation coverage until September 30, 2026.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the retirement and transition agreement, which is expected to be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Item 7.01 Regulation FD Disclosure.

On December 29, 2025, the Company issued a press release regarding Mr. Green’s retirement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K for reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1		Press Release issued by Annaly Capital Management Inc. on December 29, 2025.
101		Pursuant to Rule 406 of Regulation S-T, the cover page information is formatted in iXBRL (Inline eXtensible Business Reporting Language).
104		Cover page interactive data file (formatted in iXBRL in Exhibit 101).

SIGNATURES

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.

ANNALY CAPITAL MANAGEMENT, INC.
By:		/s/ Serena Wolfe
		Name: Serena Wolfe
		Title: Chief Financial Officer

Dated: December 29, 2025

FAQ

What executive change did Annaly Capital Management (NLY) disclose in this 8-K?

Annaly Capital Management disclosed that Anthony C. Green, its Chief Legal Officer, Chief Corporate Officer and Secretary, will retire after 16 years with the company and step down from those roles effective January 1, 2026.

What role will Anthony C. Green have at Annaly (NLY) before his retirement is complete?

Effective January 1, 2026, Mr. Green will become a Senior Advisor to Annaly Capital Management and will serve in that capacity through March 31, 2026.

How will Anthony C. Green be compensated during his transition at Annaly (NLY)?

Under the retirement and transition agreement, Mr. Green will continue to receive his current base salary through his Senior Advisor term and will remain eligible for his 2025 annual incentives, delivered partly in cash and partly in equity based on actual 2025 performance.

What happens to Anthony C. Green’s equity awards when he retires from Annaly (NLY)?

Following his retirement on March 31, 2026, Mr. Green will continue to vest in his outstanding equity awards in line with the retirement provisions in the applicable award agreements, subject to certain modifications described in the retirement and transition agreement.

What additional cash payments will Anthony C. Green receive in connection with his retirement from Annaly (NLY)?

Upon retirement and subject to a release of claims, Mr. Green will be eligible for a lump-sum cash retirement payment equal to three months of his current base salary, plus an additional lump sum intended to cover certain COBRA continuation coverage costs through September 30, 2026.

Where can investors find the full details of Anthony C. Green’s retirement and transition agreement with Annaly (NLY)?

The company states that the full text of the retirement and transition agreement is expected to be filed as an exhibit to Annaly’s Annual Report on Form 10-K for the year ended December 31, 2025.

Did Annaly Capital Management (NLY) issue a press release about Anthony C. Green’s retirement?

Yes. Annaly Capital Management issued a press release on December 29, 2025 regarding Mr. Green’s retirement, which is attached as Exhibit 99.1 to this report.