Annaly (NYSE: NLY) CEO reports large PSU vesting and tax share surrender

Rhea-AI Filing Summary

Annaly Capital Management CEO and Co-CIO David L. Finkelstein reported equity compensation-related transactions in common stock. He acquired 325,797 shares at a price of $23.01 per share through the vesting of a Performance Stock Unit award, which included dividend equivalent units. In a related move, 180,168 shares at $23.01 per share were surrendered back to the company to cover tax withholding obligations on this vesting. After these transactions, he directly owned 833,763 shares of Annaly common stock.

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)
02/25/2026

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		A		325,797(1)	A	$23.01	1,013,931(2)	D
Common Stock	02/25/2026		F		180,168(3)	D	$23.01	833,763(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 the number of shares of common stock issued upon the vesting of a Performance Stock Unit ("PSU") award, inclusive of dividend equivalent units ("DEUs").

2. DEUs issued on Restricted Stock Units ("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 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 David L. Finkelstein	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).
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FAQ

What insider transactions did NLY CEO David Finkelstein report on this Form 4?

David Finkelstein reported an equity award vesting and related tax withholding. He received 325,797 shares of Annaly common stock from a vested Performance Stock Unit award, then surrendered 180,168 shares back to the company to satisfy tax obligations tied to that vesting.

Was the NLY Form 4 transaction by David Finkelstein an open-market stock purchase or sale?

The transactions were not open-market trades. Shares were acquired through the vesting of a Performance Stock Unit award and disposed of only to satisfy tax withholding obligations, with shares surrendered back to Annaly rather than sold on the open market.

How many NLY shares did David Finkelstein own after these Form 4 transactions?

After the reported transactions, David Finkelstein directly owned 833,763 shares of Annaly common stock. This balance reflects both the shares received from the Performance Stock Unit vesting and the shares surrendered to cover associated tax withholding obligations.

What price per share was used for David Finkelstein’s NLY equity award and tax withholding?

Both the share award and the tax withholding disposition were recorded at $23.01 per share. That price applied to the 325,797 shares issued upon vesting of the Performance Stock Unit award and the 180,168 shares surrendered to cover the related tax obligation.

What is the nature of the equity award reported in NLY CEO David Finkelstein’s Form 4?

The award was a Performance Stock Unit grant that vested into common shares. The reported shares include dividend equivalent units, which are additional units economically equivalent to Annaly common stock and paid out as whole shares when the award vests.