Form 4: Annaly CFO Reports RSU Vesting and New Equity Grant

Annaly Capital Management's Chief Financial Officer, Serena Wolfe, reported the vesting of restricted stock units and a new RSU grant.

Summary

• Serena Wolfe, Chief Financial Officer of Annaly Capital Management Inc. (NLY), reported changes in her beneficial ownership of common stock.
• On February 1, 2026, 35,660 shares were surrendered to the issuer at a price of $23.01 per share to satisfy tax withholding obligations related to the vesting of previously granted restricted stock unit (RSU) awards.
• These RSU awards were originally granted on February 1, 2023, February 1, 2024, and February 1, 2025.
• Following this transaction, Serena Wolfe's beneficial ownership of common stock was 143,985 shares.
• Concurrently, on February 1, 2026, 45,632 new restricted stock units (RSUs) were granted to Serena Wolfe under the Annaly Capital Management, Inc. 2020 Equity Incentive Plan, valued at $23.01 per RSU.
• Each RSU represents a contingent right to receive one share of common stock and will vest ratably over three years, starting one year from the grant date.
• After the new RSU grant, Serena Wolfe's total beneficial ownership of common stock increased to 189,617 shares.
• Dividend equivalent units (DEUs) issued on RSUs are included in the reporting person's common stock holding balance, with each DEU being the economic equivalent of one share of common stock.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive for the executive, reflecting ongoing compensation and increased equity ownership, which aligns interests. For the company, it is neutral as it represents a routine compensation event with no direct impact on operational performance or financial health beyond standard equity dilution.

Positives

• The Chief Financial Officer received a new grant of 45,632 restricted stock units, indicating continued executive compensation and alignment of interests with shareholders.
• The total beneficial ownership of common stock by the CFO increased from 143,985 shares to 189,617 shares after the transactions.

Negatives

• 35,660 shares were surrendered to the issuer to cover tax withholding obligations, reducing the immediate share count.

Future Outlook

The newly granted restricted stock units 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 the granting of restricted stock units (RSUs) and the subsequent surrender of shares for tax withholding upon vesting are standard practices in executive compensation across various industries, including the financial sector. This mechanism is designed to align the interests of executives with those of shareholders by tying a portion of their compensation to the company's stock performance and long-term value creation.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a component of executive compensation is a widely adopted practice across publicly traded companies, including those in the real estate investment trust (REIT) sector like Annaly Capital Management.
• The vesting schedule of RSUs over multiple years is typical, promoting long-term retention and performance alignment, similar to compensation structures seen at comparable mortgage REITs such such as AGNC Investment Corp. or Starwood Property Trust.
• The mechanism of surrendering shares to cover tax obligations upon vesting is a common and efficient method for executives to manage their tax liabilities associated with equity compensation, consistent with practices observed in global benchmarks for executive remuneration.

Stakeholder Impact

• Shareholders: The grant of new RSUs represents a minor dilution of existing shares over time but also serves to align the interests of the Chief Financial Officer with long-term shareholder value.
• Employees: This filing highlights the company's ongoing equity incentive plan, which can be a positive signal for employee retention and motivation within the executive ranks.

Next Steps

• The newly granted RSUs will vest ratably over three years, with the first vesting occurring on the one-year anniversary of the February 1, 2026 grant date.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events (RSU vesting, tax withholding, and new RSU grant) for Annaly Capital Management's CFO. Such transactions are generally expected and do not typically provide new material information that would warrant a change in investment recommendation. The filing reflects standard corporate governance and compensation practices, suggesting a 'hold' recommendation as there are no significant positive or negative catalysts for the stock price based solely on this report.

Keywords

Annaly Capital Management, NLY, Form 4, Insider Transaction, Restricted Stock Units, RSU, Executive Compensation, Serena Wolfe, Equity Incentive Plan, Dividend Equivalent Units