ANNALY CAPITAL MANAGEMENT INC 8-K

What Happened

• Annaly Capital Management, Inc. (NLY) announced on December 29, 2025 that Anthony C. Green, its Chief Legal Officer, Chief Corporate Officer and Secretary, will retire after 16 years with the company. Effective January 1, 2026 he will cease those officer roles and will serve as a Senior Advisor through March 31, 2026. The company issued a press release on December 29, 2025 regarding the transition.

Key Details

• Service and dates: 16 years with the company; announced Dec 29, 2025; officer roles end Jan 1, 2026; Senior Advisor through Mar 31, 2026.
• Pay and incentives: Mr. Green will continue to receive his current base salary through his Senior Advisor term and remain eligible for 2025 annual incentives, paid partially in cash and partially in equity, based on actual 2025 performance.
• Retirement payments and benefits: Upon retirement and subject to a customary release of claims, he will receive a lump-sum cash payment equal to three months of his current base salary and an additional lump-sum to cover COBRA continuation coverage costs through September 30, 2026.
• Equity and covenants: Outstanding equity awards will continue to vest per the award agreements’ retirement provisions but with modifications — notably the six-month notice-of-retirement period is reduced to allow a March 31, 2026 retirement date, and certain post-employment restrictive covenants are eliminated or replaced.

Why It Matters

• The filing documents a planned, orderly leadership transition with Mr. Green remaining in an advisory role through March 31, 2026 to support handover. The disclosed cash and benefit payments (three months’ base salary and COBRA coverage funds) and modified equity vesting are limited, specific costs tied to his retirement and transition. Investors should note this is a senior legal/corporate officer change rather than a CEO/CFO departure; operational continuity and governance arrangements are addressed in the transition agreement.