Annaly Capital (NLY) President & COO sells 28,225 shares in planned trade

Rhea-AI Filing Summary

Annaly Capital Management’s President and COO, Steven Francis Campbell, reported an open-market sale of 28,225 shares of common stock at a weighted average price of $23.12 per share. The trade occurred on February 18, 2026 and was executed under a pre-arranged Rule 10b5-1 trading plan adopted on November 3, 2025 for tax and estate planning purposes.

After this transaction, Campbell directly held 204,491 shares of Annaly common stock. Footnote disclosure states that dividend equivalent units issued on restricted unit awards are included in his common stock holding balance, with each unit economically equivalent to one share and payable in one share for each whole unit.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Campbell Steven Francis

(Last) (First) (Middle)

C/O ANNALY CAPITAL MANAGEMENT, INC.

1211 AVENUE OF THE AMERICAS

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ANNALY CAPITAL MANAGEMENT INC [ NLY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and COO

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/18/2026		S		28,225(1)	D	$23.12(2)	204,491(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The sale of shares of common stock reported in this Form 4 was effected pursuant to a Rule 10b5-1 plan adopted November 3, 2025 for tax and estate planning purposes.

2. The price reported above reflects the weighted average sale price, rounded to the nearest hundredth. The highest price at which the shares were sold was $23.27 and the lowest price at which the shares were sold was $22.93. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote in this Form 4.

3. Dividend equivalent units ("DEUs") issued on restricted unit awards are included in the reporting person's common stock holding balance. Each DEU is the economic equivalent of one share of common stock of Annaly Capital Management, Inc. and payable in one share for each whole DEU.

Remarks:

	/s/ Serena Wolfe, as Attorney-in-Fact for Steven Francis Campbell	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Annaly Capital Management (NLY) executive Steven Campbell report in this Form 4?

Steven Campbell reported selling 28,225 shares of Annaly Capital Management common stock. The transaction was an open-market sale at a weighted average price of $23.12 per share, and he retained 204,491 shares directly after the trade.

At what price did Annaly Capital Management (NLY) shares sell in this insider transaction?

The sale used a weighted average price of $23.12 per share. Footnotes state the highest sale price was $23.27 and the lowest was $22.93, with full trade-by-trade details available upon request from the reporting person.

How many Annaly Capital Management (NLY) shares does Steven Campbell hold after the sale?

After the reported sale, Steven Campbell directly held 204,491 shares of Annaly Capital Management common stock. This balance includes dividend equivalent units issued on restricted unit awards, each economically equivalent to and payable in one share for each whole unit.

Was the Annaly Capital Management (NLY) insider sale pre-planned under Rule 10b5-1?

Yes. The sale was executed pursuant to a Rule 10b5-1 trading plan. The plan was adopted on November 3, 2025, and was established for tax and estate planning purposes, indicating the transactions were scheduled in advance rather than decided opportunistically.

What are dividend equivalent units (DEUs) mentioned in the Annaly (NLY) Form 4?

Dividend equivalent units, or DEUs, are units tied to restricted awards that mirror common stock economics. Each DEU is the economic equivalent of one Annaly common share and is payable in one share for each whole DEU, and these are included in Campbell’s reported common stock balance.

Who is the insider involved in this Annaly Capital Management (NLY) Form 4 filing?

The insider is Steven Francis Campbell, who serves as President and Chief Operating Officer of Annaly Capital Management. He reported a single open-market sale of common stock and continues to hold a substantial direct share position in the company after the transaction.