Annaly (NYSE: NLY) CFO logs RSU grant and tax share surrender

Rhea-AI Filing Summary

Annaly Capital Management’s Chief Financial Officer Serena Wolfe reported routine equity compensation activity. On February 1, 2026, she surrendered 35,660 shares of common stock at $23.01 per share to Annaly to cover tax withholding tied to the vesting of previously granted restricted stock units (RSUs).

On the same date, she received a new grant of 45,632 RSUs under Annaly’s 2020 Equity Incentive Plan, also valued at $23.01 per share. After these transactions, she directly owned 189,617 shares of Annaly common stock, including dividend equivalent units economically equal to 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)
02/01/2026

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		35,660(1)	D	$23.01	143,985(2)	D
Common Stock	02/01/2026		A		45,632(3)	A	$23.01	189,617(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	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).
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FAQ

What insider transactions did Annaly Capital (NLY) disclose for its CFO?

Annaly’s CFO Serena Wolfe reported a tax withholding share surrender and a new RSU grant. She gave back 35,660 shares and received 45,632 restricted stock units, all tied to equity compensation rather than open-market trading activity.

How many Annaly (NLY) shares did the CFO surrender for taxes and at what price?

Serena Wolfe surrendered 35,660 shares of Annaly common stock at $23.01 per share. This satisfied tax withholding obligations triggered when earlier restricted stock unit awards vested on February 1, 2026, instead of paying those taxes in cash.

What new RSU grant did Annaly’s CFO receive according to this Form 4?

The filing shows Serena Wolfe received 45,632 restricted stock units on February 1, 2026 at $23.01 per share. These RSUs were granted under Annaly’s 2020 Equity Incentive Plan and vest ratably over three years starting one year after the grant date.

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

Following the reported transactions, Serena Wolfe directly beneficially owned 189,617 shares of Annaly common stock. This figure includes dividend equivalent units, which are economically equal to common shares and payable in stock for each whole unit.

Were the Annaly CFO’s transactions open-market buys or sells?

No, the transactions were compensation-related. One was a share surrender to Annaly to cover tax withholding on vested RSUs, and the other was a new restricted stock unit grant under the company’s equity incentive plan, not discretionary market trading.