Business Context and Reporting Period
This Form 8-K Current Report is filed by Annaly Capital Management Inc. on December 29, 2025. The filing primarily addresses the departure of a senior executive and related compensatory arrangements.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on personnel changes and regulatory disclosures.
Material Changes
The material change reported is the retirement of Anthony C. Green, who served as Chief Legal Officer, Chief Corporate Officer, and Secretary for 16 years. Effective January 1, 2026, Mr. Green will transition to the role of Senior Advisor through March 31, 2026, after which he will fully retire.
Management Commentary, Risks, and Unusual Items
Compensatory Arrangements: A retirement and transition agreement was executed on December 29, 2025. Key terms include:
- Salary: Continuation of current base salary through the Senior Advisor term (March 31, 2026).
- Incentives: Eligibility for 2025 annual incentives based on actual performance, paid partially in cash and partially in equity.
- Equity Vesting: Continued vesting of outstanding equity awards subject to modified terms, including a reduced six-month notice period and elimination of certain restrictive covenants regarding post-employment work.
- Lump-Sum Payments: A cash payment equal to three months of base salary (representing the salary for the remaining notice period) and an additional payment to cover COBRA continuation coverage costs until September 30, 2026.
Disclosure: The company issued a press release regarding this retirement on December 29, 2025, attached as Exhibit 99.1.
Investor Verification Checklist
- Verify the full text of the retirement and transition agreement when filed as an exhibit to the Form 10-K for the year ended December 31, 2025.
- Confirm the specific valuation of the 2025 annual incentives and equity awards upon the finalization of 2025 performance results.
- Monitor the appointment of a permanent successor to the roles of Chief Legal Officer, Chief Corporate Officer, and Secretary.