Form 4: Annaly Capital CEO Sells 50,000 Shares via 10b5-1 Plan

Annaly Capital Management's CEO and Co-CIO, David L. Finkelstein, sold 50,000 shares of common stock for tax and estate planning purposes.

Summary

• David L. Finkelstein, CEO and Co-CIO of Annaly Capital Management Inc. (NLY), reported a sale of common stock.
• The transaction involved the disposition of 50,000 shares of NLY common stock.
• The shares were sold at a weighted average price of $23.13 per share, with prices ranging from $22.93 to $23.27.
• The sale was executed on February 18, 2026, under a Rule 10b5-1 plan established on November 12, 2025.
• Following this transaction, Finkelstein beneficially owns 688,134 shares of common stock, which includes Dividend Equivalent Units.
• The stated purpose of the sale was for tax and estate planning.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event. While an insider sale can be perceived negatively, the pre-planned nature for tax and estate planning, coupled with the executive's significant remaining stake, mitigates concerns.

Positives

• The sale was pre-planned under a Rule 10b5-1 plan, indicating a structured approach rather than an immediate reaction to market conditions.
• The stated reason for the sale is tax and estate planning, which is a common and often non-bearish reason for insider sales.
• Finkelstein retains a significant beneficial ownership of 688,134 shares, demonstrating continued alignment with shareholder interests.

Negatives

• An insider sale, particularly by a CEO, can sometimes be perceived negatively by the market, even if pre-planned.
• The sale of 50,000 shares represents a notable disposition of equity by a key executive.

Risks

• Potential negative market perception due to an insider sale, which could lead to short-term share price volatility.

Future Outlook

No explicit forward-looking statements or guidance are provided in this Form 4, as it reports a past transaction.

Management Comments

• The sale of shares of common stock reported in this Form 4 was effected pursuant to a Rule 10b5-1 plan adopted November 12, 2025 for tax and estate planning purposes.
• 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.

Industry Context

StockSavvy.ai notes that insider sales, even when pre-planned, are closely watched by the market, particularly for REITs like Annaly Capital Management, where management's alignment with shareholder interests through equity ownership is a key consideration. While a 10b5-1 plan for tax and estate planning is a common and often benign reason, the market will still assess the magnitude of the sale relative to the executive's total holdings and the company's recent performance.

Comparison to Industry Standards

• Insider sales via 10b5-1 plans are a standard practice among executives in publicly traded companies, including those in the mortgage REIT sector, to manage personal finances while complying with insider trading regulations.
• Compared to other mortgage REITs such as AGNC Investment Corp. (AGNC) or Starwood Property Trust (STWD), executive share ownership and planned dispositions are common, and the market typically scrutinizes the reasons and the remaining stake.
• The retention of 688,134 shares by the CEO post-sale suggests a continued significant stake, which is generally viewed positively in terms of management alignment, similar to how executives at peer companies maintain substantial holdings.

Stakeholder Impact

• Shareholders: May react to the insider sale, but the 10b5-1 plan and stated reasons could temper negative sentiment. The remaining significant stake suggests continued alignment.

Key Dates

Recommendation

The insider sale by the CEO, while notable, was conducted under a pre-planned 10b5-1 program for tax and estate planning, which is a common and often non-bearish reason. The executive retains a substantial stake in the company, indicating continued alignment. Without additional financial or operational updates, this single transaction does not warrant a change in investment thesis, suggesting a 'hold' recommendation for existing investors. New investors should consider broader company fundamentals.

Keywords

Annaly Capital Management, NLY, Insider Sale, Form 4, David L. Finkelstein, CEO, 10b5-1 Plan, Common Stock, Equity Disposition, Tax Planning, Estate Planning