Finkelstein David L 4

What Happened
David L. Finkelstein, CEO, Co‑CIO and a director of Annaly Capital Management (NLY), had 325,797 shares issued to him on Feb 25, 2026 upon the vesting of a Performance Stock Unit (PSU) award (value: $7,496,589 at $23.01/share). On the same date he surrendered 180,168 shares to the company to satisfy tax withholding obligations related to that vesting (fair value: $4,145,666 at $23.01/share). The net result was an issuance (award/vesting) with a partial share surrender for taxes.

Key Details

• Transaction date: 2026-02-25; Form filed: 2026-02-27 (filed within the typical 2-business-day Form 4 window).
• Award (Code A): 325,797 shares issued at $23.01 each; total reported value $7,496,589.
• Tax withholding (Code F): 180,168 shares surrendered at $23.01 each; total reported value $4,145,666.
• Footnotes: F1–PSUs vested include dividend equivalent units (DEUs); F2–DEUs are counted as common stock equivalents and paid in shares; F3–the surrendered 180,168 shares were used to satisfy withholding for a PSU award originally granted Feb 1, 2023.
• Shares owned after the transaction: not provided in the excerpt of the filing.

Context

• This was a vesting of previously granted PSUs (an award), not an open‑market purchase or sale. The surrender of shares to cover taxes is a routine cashless withholding event and not a deliberate open‑market sale.
• Transaction codes: A = award/acquisition on vesting; F = shares withheld/returned to issuer for taxes.