Annaly (NYSE: NLY) CEO sells 50,000 shares under 10b5-1 plan

Rhea-AI Filing Summary

Annaly Capital Management CEO and Co-CIO David L. Finkelstein reported an open-market sale of 50,000 shares of common stock on February 18, 2026. The weighted average sale price was $23.13 per share, with trades ranging from $22.93 to $23.27.

The transaction was executed under a Rule 10b5-1 trading plan adopted on November 12, 2025 for tax and estate planning purposes. Following this sale, Finkelstein beneficially owns 688,134 shares, which include dividend equivalent units that are economically equivalent to common shares.

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

OMB Number:			3235-0287
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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^*

Finkelstein David L

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Co-CIO

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		50,000(1)	D	$23.13(2)	688,134(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 12, 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 David L. Finkelstein	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) disclose in this Form 4?

Annaly Capital Management reported a share sale by its CEO. CEO and Co-CIO David L. Finkelstein sold 50,000 shares of Annaly common stock in an open-market transaction, documented in the Form 4 insider trading report filed with regulators.

How many Annaly (NLY) shares did CEO David Finkelstein sell and at what price?

David Finkelstein sold 50,000 Annaly common shares. The weighted average sale price was $23.13 per share, with individual trades executed between $22.93 and $23.27, according to the detailed pricing footnote in the Form 4 filing.

Was the Annaly (NLY) CEO’s share sale under a Rule 10b5-1 plan?

Yes, the CEO’s sale was made under a Rule 10b5-1 plan. The filing states the sale was executed pursuant to a trading plan adopted on November 12, 2025, specifically for tax and estate planning purposes, indicating it was pre-arranged rather than discretionary.

How many Annaly (NLY) shares does CEO David Finkelstein hold after this sale?

After the transaction, Finkelstein holds 688,134 shares. The Form 4 shows his total common stock holdings, including dividend equivalent units, stood at 688,134 shares following the sale of 50,000 Annaly Capital Management common shares.

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

Dividend equivalent units are tied to restricted unit awards. The filing explains each DEU is economically equivalent to one Annaly common share and is payable in one share for each whole DEU, and these units are included in the CEO’s reported common stock holdings.

What type of insider transaction did Annaly (NLY) report for its CEO?

The company reported an open-market sale of common stock. The Form 4 classifies the transaction as a non-derivative sale with code “S,” describing it as an open-market or private sale of 50,000 Annaly Capital Management common shares by the CEO.