Annaly Capital (NYSE: NLY) COO reports stock sale, PSU vesting and tax shares

Rhea-AI Filing Summary

Annaly Capital Management’s President and COO Steven Francis Campbell reported several transactions in the company’s common stock. He sold 26,491 shares in an open-market transaction at a weighted average price of $22.83 per share under a Rule 10b5-1 plan adopted November 3, 2025 for tax and estate planning purposes.

On the same date, he acquired 85,319 shares through the vesting of a Performance Stock Unit award, including related dividend equivalent units, at a price of $23.01 per share. He also disposed of 43,556 shares surrendered to Annaly Capital Management, Inc. to cover tax withholding on that vesting. Following these transactions, he directly owned 219,763 shares of common stock, including dividend equivalent units.

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).

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)
02/25/2026

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	02/25/2026		S		26,491(1)	D	$22.83(2)	178,000(3)	D
Common Stock	02/25/2026		A		85,319(4)	A	$23.01	263,319(3)	D
Common Stock	02/25/2026		F		43,556(5)	D	$23.01	219,763(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 $23.01 and the lowest price at which the shares were sold was $22.55. 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.

4. Represents the number of shares of common stock issued upon the vesting of a Performance Stock Unit ("PSU") award, inclusive of dividend equivalent units ("DEUs").

5. Represents shares surrendered to the issuer to satisfy a tax withholding obligation in connection with the vesting of a PSU award previously granted on February 1, 2023.

Remarks:

	/s/ Serena Wolfe, as Attorney-in-Fact for Steven Francis Campbell	02/27/2026
	** 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 insider transactions did NLY’s President and COO report on this Form 4?

Steven Francis Campbell reported an open-market sale of 26,491 common shares, an acquisition of 85,319 shares from a Performance Stock Unit vesting, and a 43,556-share tax-withholding disposition, all in Annaly Capital Management, Inc. common stock on the same transaction date.

Was the NLY insider stock sale by Steven Francis Campbell pre-planned under Rule 10b5-1?

Yes. The sale of 26,491 Annaly Capital Management, Inc. common shares was executed under a Rule 10b5-1 trading plan adopted on November 3, 2025 for tax and estate planning purposes, indicating a pre-arranged selling program rather than a discretionary trade.

At what price did NLY’s President and COO sell his Annaly shares?

The reported sale used a weighted average sale price of $22.83 per share, with individual trades ranging from $22.55 to $23.01. The filing notes the seller will provide full breakdowns of shares sold at each price within this range upon request to interested parties.

How many Annaly (NLY) shares did Steven Francis Campbell acquire from equity awards?

He acquired 85,319 Annaly Capital Management, Inc. common shares upon vesting of a Performance Stock Unit award, inclusive of dividend equivalent units. Each dividend equivalent unit is economically equal to one common share and is payable in one share for each whole unit credited.

Why were 43,556 Annaly (NLY) shares surrendered by the insider?

The 43,556 Annaly Capital Management, Inc. common shares were surrendered back to the issuer to satisfy tax withholding obligations related to the vesting of a Performance Stock Unit award originally granted on February 1, 2023, rather than being sold in the open market.

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

After the reported sale, award vesting, and tax-withholding share surrender, Steven Francis Campbell directly owned 219,763 shares of Annaly Capital Management, Inc. common stock. This balance includes dividend equivalent units, which each represent the economic equivalent of one common share.