Annaly (NLY) President Campbell surrenders shares for taxes, receives new RSUs

Rhea-AI Filing Summary

Annaly Capital Management’s President and COO Steven Francis Campbell reported routine equity compensation activity. On February 1, 2026, he surrendered 39,810 shares of common stock at $23.01 per share to the company to cover tax withholding triggered by previously granted restricted stock units vesting.

On the same date, he received 52,151 new restricted stock units at $23.01 per share under Annaly’s 2020 Equity Incentive Plan. Each RSU represents a right to receive one share of common stock, vesting ratably over three years. After these transactions, he directly holds 232,716 shares of Annaly common stock, including dividend equivalent units tied to RSUs.

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

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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).

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)
02/01/2026

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	02/01/2026		F		39,810(1)	D	$23.01	180,565(2)	D
Common Stock	02/01/2026		A		52,151(3)	A	$23.01	232,716(2)	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. Represents shares surrendered to the issuer to satisfy a tax withholding obligation in connection with the vesting on February 1, 2026 of restricted stock unit ("RSU") awards previously granted on February 1, 2023, February 1, 2024 and February 1, 2025.

2. Dividend equivalent units ("DEUs") issued on RSUs 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.

3. Represents RSUs granted pursuant to the Annaly Capital Management, Inc. 2020 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of common stock of Annaly Capital Management, Inc., par value $0.01 per share. The RSUs vest ratably over three years beginning on the one-year anniversary of the grant date (subject to accelerated vesting under certain circumstances).

Remarks:

	/s/ Serena Wolfe, as Attorney-in-Fact for Steven Francis Campbell	02/03/2026
	** 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.
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FAQ

What insider transactions did NLY’s President and COO report on February 1, 2026?

Annaly Capital Management’s President and COO, Steven Francis Campbell, reported surrendering 39,810 common shares to cover tax withholding and receiving 52,151 restricted stock units on February 1, 2026. These transactions reflect routine equity compensation and tax settlement activity tied to prior and new RSU awards.

Why did Steven Francis Campbell surrender 39,810 Annaly (NLY) shares?

He surrendered 39,810 Annaly common shares to the issuer to satisfy tax withholding obligations triggered by the vesting of restricted stock units on February 1, 2026. Those RSUs had originally been granted in 2023, 2024, and 2025 as part of his equity compensation.

What are the terms of the 52,151 RSUs granted to NLY’s President and COO?

Campbell received 52,151 restricted stock units under Annaly’s 2020 Equity Incentive Plan. Each RSU equals one share of common stock and vests ratably over three years, beginning on the one-year anniversary of the February 1, 2026 grant date, with potential accelerated vesting in certain circumstances.

How many Annaly (NLY) shares does Steven Francis Campbell hold after these Form 4 transactions?

Following the reported Form 4 transactions, Campbell directly holds 232,716 shares of Annaly common stock. This balance includes dividend equivalent units issued on restricted stock units, which are economically equivalent to one share each and are payable in one share for every whole unit.

How do dividend equivalent units (DEUs) affect NLY insider share counts?

Dividend equivalent units on RSUs are included in the insider’s common stock balance. Each DEU is economically equivalent to one Annaly common share and is payable in one share for each whole DEU, increasing the reported share holdings associated with the executive’s equity awards.

Is the February 1, 2026 Form 4 for NLY an open-market sale by the executive?

The filing shows a tax withholding surrender, not an open-market trade. Campbell delivered 39,810 shares back to Annaly to cover taxes on vesting RSUs, while simultaneously receiving 52,151 new RSUs, reflecting standard equity compensation and tax settlement mechanics rather than discretionary selling.