Annaly Capital (NLY) CFO logs PSU vesting gain and tax share surrender

Rhea-AI Filing Summary

ANNALY CAPITAL MANAGEMENT INC Chief Financial Officer Serena Wolfe reported equity compensation transactions in common stock. She acquired 83,106 shares at $23.01 per share from the vesting of a Performance Stock Unit award, including dividend equivalent units. On the same date, she disposed of 42,427 shares, also at $23.01 per share, surrendered to the company to satisfy tax withholding obligations related to that vesting. After these transactions, her directly held common stock balance was 213,760 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

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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^*

Wolfe Serena

(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)
	Chief Financial Officer

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		83,106(1)	A	$23.01	256,187(2)	D
Common Stock	02/25/2026		F		42,427(3)	D	$23.01	213,760(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	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 CFO Serena Wolfe report on this Form 4?

Serena Wolfe reported receiving an equity award and a related tax-share surrender. She acquired 83,106 Annaly Capital Management common shares from a PSU vesting and disposed of 42,427 shares surrendered to cover tax withholding, both on February 25, 2026.

How many Annaly Capital (NLY) shares does the CFO hold after these transactions?

After the reported transactions, CFO Serena Wolfe directly holds 213,760 shares of Annaly Capital Management common stock. This figure reflects both the vesting-related share acquisition and the shares surrendered to satisfy tax withholding obligations tied to the PSU award.

Was the NLY CFO’s Form 4 transaction an open-market stock purchase or sale?

No, the Form 4 shows compensation-related movements, not open-market trades. Shares were acquired through the vesting of a Performance Stock Unit award and disposed of solely to satisfy tax withholding obligations, with no indication of discretionary market buying or selling.

What price per share was used in the NLY CFO’s Form 4 transactions?

Both the acquisition and the tax-withholding disposition were reported at a price of $23.01 per Annaly Capital Management common share. This price applies to the 83,106 shares received from PSU vesting and the 42,427 shares surrendered for tax obligations.

What do the Form 4 footnotes say about the NLY CFO’s equity award?

The footnotes explain that the acquired shares came from a Performance Stock Unit vesting, including dividend equivalent units. They also state that the disposed shares were surrendered back to Annaly Capital to cover tax withholding from a PSU award granted on February 1, 2023.