Form 4: Annaly Capital COO's Routine Equity Transactions

Annaly Capital Management's President and COO, Steven Francis Campbell, reported routine equity transactions involving restricted stock units and tax withholdings.

Summary

• Steven Francis Campbell, President and COO of Annaly Capital Management, Inc. (NLY), reported transactions on February 1, 2026.
• Disposed of 39,810 shares of common stock at $23.01 per share to satisfy tax withholding obligations in connection with the vesting of previously granted restricted stock units (RSUs from February 1, 2023, February 1, 2024, and February 1, 2025).
• Acquired 52,151 shares of common stock at $23.01 per share, representing new RSU awards granted pursuant to the Annaly Capital Management, Inc. 2020 Equity Incentive Plan.
• The newly granted RSUs vest ratably over three years, beginning on the one-year anniversary of the grant date, subject to accelerated vesting under certain circumstances.
• Following these transactions, Campbell beneficially owns 232,716 shares of common stock.
• Dividend equivalent units (DEUs) issued on RSUs are included in the common stock holding balance, with each DEU being the economic equivalent of one share of common stock and payable in one share for each whole DEU.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event, reflecting routine executive compensation and alignment of interests, without indicating any significant operational or financial shifts.

Positives

• Grant of 52,151 new Restricted Stock Units (RSUs) to the President and COO, aligning management's long-term interests with shareholders.
• The RSU awards are part of the company's established 2020 Equity Incentive Plan, indicating a structured approach to executive compensation and retention.

Negatives

• Disposition of 39,810 shares for tax withholding, which is a reduction in direct ownership, though a standard and expected practice for RSU vesting.

Future Outlook

The newly granted Restricted Stock Units (RSUs) will vest ratably over three years, beginning on the one-year anniversary of the grant date, subject to accelerated vesting under certain circumstances.

Industry Context

StockSavvy.ai notes that routine insider transactions, such as RSU grants and tax-related dispositions, are common in the financial services industry, particularly for REITs like Annaly Capital Management, as part of their executive compensation structures. These transactions typically do not signal a change in company fundamentals but rather reflect pre-planned compensation events.

Comparison to Industry Standards

• These types of equity grants and tax withholdings are standard practice for executive compensation across publicly traded companies, including those in the REIT sector.
• Similar RSU vesting and tax-related sales are observed at peers like AGNC Investment Corp. (AGNC) or Starwood Property Trust (STWD), where executives receive equity as part of their long-term incentive plans.
• The specific share price and volume are unique to NLY and the individual executive's compensation package, but the nature of the transactions aligns with broader industry norms for executive equity compensation.

Corporate Governance

Stakeholder Impact

• Shareholders: The grant of RSUs aligns the interests of the President and COO with shareholders, as his compensation is tied to the company's stock performance. The tax withholding is a routine administrative event.
• Employees: The filing pertains specifically to executive compensation and does not directly impact the broader employee base, though it reflects the company's overall compensation philosophy.

Next Steps

• The newly granted RSUs will vest ratably over three years, starting one year from the grant date.

Key Dates

Keywords

Annaly Capital Management, NLY, Steven Francis Campbell, Form 4, Insider Trading, Restricted Stock Units, RSU, Equity Incentive Plan, Executive Compensation, Beneficial Ownership, Tax Withholding