Annaly Capital (NLY) CFO sells 16,536 shares in planned stock trade

Rhea-AI Filing Summary

Annaly Capital Management’s Chief Financial Officer Serena Wolfe reported an open-market sale of 16,536 shares of common stock at a weighted average price of $23.14 per share. The trade was executed under a Rule 10b5-1 plan adopted on November 4, 2025 for tax and estate planning purposes.

Following this transaction, Wolfe directly holds 173,081 shares of Annaly common stock, a balance that includes dividend equivalent units issued on restricted unit awards, each economically equivalent to one share and payable in one share for each whole unit.

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

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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^*

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)
02/18/2026

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		16,536(1)	D	$23.14(2)	173,081(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 4, 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 $22.95. 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	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 insider transaction did NLY CFO Serena Wolfe report on this Form 4?

Serena Wolfe, CFO of Annaly Capital Management, reported selling 16,536 shares of common stock. The shares were sold in an open-market transaction at a weighted average price of $23.14 per share as part of a pre-arranged trading plan.

At what price did Annaly Capital (NLY) CFO’s shares sell in the latest filing?

The weighted average sale price reported was $23.14 per share. Individual trades ranged from a high of $23.27 to a low of $22.95, with the weighted average rounded to the nearest hundredth as disclosed in the filing’s footnote.

How many Annaly Capital (NLY) shares does CFO Serena Wolfe hold after the sale?

After the reported sale, Serena Wolfe holds 173,081 shares of Annaly common stock. This ownership figure includes dividend equivalent units issued on restricted unit awards, each economically equivalent to, and payable in, one share of common stock.

Was the NLY CFO’s stock sale part of a Rule 10b5-1 trading plan?

Yes. The filing states the sale was effected under a Rule 10b5-1 plan adopted on November 4, 2025. Such plans allow pre-arranged trading for diversification, tax, or estate planning purposes under predetermined instructions.

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

Dividend equivalent units, or DEUs, are awards tied to restricted units that mirror common stock value. Each DEU is economically equivalent to one Annaly share and is payable in one share for each whole unit, and they are included in the CFO’s reported holdings.