Annaly Capital Management (NYSE: NLY) CEO reports RSU tax share move

Rhea-AI Filing Summary

Annaly Capital Management CEO and Co-CIO David L. Finkelstein reported routine equity compensation activity. On February 1, 2026, he surrendered 139,889 shares of common stock at $23.01 per share back to Annaly to cover tax withholding tied to previously granted RSUs that vested that day.

On the same date, he received a new grant of 152,976 restricted stock units at $23.01 per share under Annaly’s 2020 Equity Incentive Plan. These RSUs vest in equal installments over three years, starting on the one‑year anniversary of the grant. After these transactions, he directly held 738,134 shares of common stock, which include 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).

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)
02/01/2026

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		139,889(1)	D	$23.01	585,158(2)	D
Common Stock	02/01/2026		A		152,976(3)	A	$23.01	738,134(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 David L. Finkelstein	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.
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 about David Finkelstein’s share transactions?

Annaly disclosed routine equity compensation activity for CEO and Co-CIO David Finkelstein. On February 1, 2026, he surrendered shares to cover RSU tax withholding and received a new RSU grant, updating his directly held common stock balance.

How many Annaly (NLY) shares did David Finkelstein surrender for taxes?

He surrendered 139,889 shares of common stock to Annaly at $23.01 per share. This was to satisfy tax withholding obligations arising from the vesting of RSU awards originally granted in 2023, 2024, and 2025.

What new RSU grant did Annaly (NLY) give its CEO on February 1, 2026?

Annaly granted David Finkelstein 152,976 restricted stock units at $23.01 per share under its 2020 Equity Incentive Plan. The RSUs vest ratably over three years, beginning on the one-year anniversary of the grant date.

How many Annaly (NLY) shares does David Finkelstein hold after these transactions?

Following the reported transactions, David Finkelstein directly held 738,134 shares of Annaly common stock. This total includes dividend equivalent units that are economically equivalent to, and payable in, shares of common stock.

What are dividend equivalent units (DEUs) in Annaly (NLY) equity awards?

Dividend equivalent units are tied to RSUs and mirror cash dividends on Annaly stock. Each DEU is the economic equivalent of one common share and is payable in one share for each whole DEU, and they are included in the reported share balance.

How do the newly granted RSUs for Annaly (NLY) CEO vest over time?

The 152,976 RSUs vest in three equal installments over three years. Vesting begins on the one-year anniversary of the February 1, 2026 grant date, with potential accelerated vesting under certain specified circumstances.