What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-12 compared with 2025-02-13 · 221 added, 217 removed, 1556 unchanged (22% of the section changed)

8 unchanged sentences

• pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Annaly;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Annaly are being made only in

accordance with authorizations of management and directors of Annaly;

expenditures of Annaly are being made only in accordance with authorizations of management and directors of Annaly;

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Annaly’s assets that could have a material effect on the consolidated financial statements.

7 unchanged sentences

In making this assessment, the Company’s management used criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission’s (“COSO”) Internal Control-Integrated Framework (2013).

Based on the Annaly’s management’s evaluation under the framework in Internal Control—Integrated Framework (2013), Annaly’s management concluded that its internal control over financial reporting was effective as of December 31, 2024.

Based on Annaly’s management’s evaluation under the framework in Internal Control—Integrated Framework (2013), Annaly’s management concluded that its internal control over financial reporting was effective as of December 31, 2025.

Annaly’s independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report on Annaly’s internal control over financial reporting, which is included herein.

8 unchanged sentences

and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial condition as of December 31, 2024 and 2023, the related consolidated statements of comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated February 13, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial condition of the Company as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 12, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

20 unchanged sentences

OTHER INFORMATION

During the quarter ended December 31, 2024, no director or officer of the Company adopted , modified or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, each as defined in Item 408 of Regulation S-K.

During the quarter ended December 31, 2025, no director or officer of the Company adopted , modified or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, each as defined in Item 408 of Regulation S-K, except as set forth below:

Name and Title Date of Adoption of Rule 10b5-1 Trading Plan Duration of 10b5-1 Trading Arrangements Aggregate Number of Securities to be Purchased or Sold

Finkelstein , Chief Executive Officer and Co-Chief Investment Officer

November 12, 2025 February 17, 2026 – March 16, 2026

April 27, 2026 – June 16, 2026

August 3, 2026 – September 16, 2026

November 2, 2026 – December 4, 2026

Serena Wolfe ,

Chief Financial Officer

November 4, 2025 February 17, 2026 – March 13, 2026

May 4, 2026 – June 17, 2026

Campbell , President and Chief Operating Officer

November 3, 2025 February 17, 2026 – June 3, 2026

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

42 unchanged sentences

Exhibit Number Exhibit Description

Articles of Amendment and Restatement of the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-11 (Registration No.

333-32913) filed August 5, 1997).

Articles of Amendment of the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form S-3 (Registration Statement 333-74618) filed June 12, 2002).

Articles of Amendment to the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed August 3, 2006).

Articles of Amendment to the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.4 of the Registrant’s Quarterly Report on Form 10-Q filed May 7, 2008).

Articles of Amendment to the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed June 23, 2011).

Articles of Amendment to the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed May 23, 2019).

Articles of Amendment to the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed September 23, 2022).

Articles of Amendment to the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant's Current Report on Form 8-K filed September 23, 2022).

Articles of Amendment to the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed May 19, 2023).

Articles Supplementary designating the Registrant’s 6% Series B Cumulative Convertible Preferred Stock, liquidation preference $25.00 per share (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on 8-K filed April 10, 2006).

Articles Supplementary designating the Registrant’s 7.625% Series C Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed May 16, 2012).

Articles Supplementary designating the Registrant’s 7.50% Series D Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed September 13, 2012).

Articles Supplementary designating the Registrant’s 7.625% Series E Cumulative Redeemable Preferred Stock, liquidation preference $25.00 (incorporated by reference to Exhibit 3.12 to the Registrant’s Registration Statement on Form 8-A filed July 12, 2016).

Articles Supplementary reclassifying the Registrant’s 6% Series B Cumulative Convertible Preferred Stock, liquidation preference $25.00 per share (incorporated by reference to Exhibit 3.13 to the Registrant’s Registration Statement on Form 8-A filed July 27, 2017).

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

Articles Supplementary designating the Registrant’s 6.95% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share (incorporated by reference to Exhibit 3.14 to the Registrant’s Registration Statement on Form 8-A filed July 27, 2017).

Articles Supplementary reclassifying and designating (1) 7,412,500 authorized but unissued shares of the Registrant’s preferred stock, $0.01 par value per share, without designation as to series or class, as shares of undesignated Common Stock;

(2) 650,000 authorized but unissued shares of the Registrant’s 7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share, as shares of undesignated Common Stock;

and (3) 3,400,000 authorized but unissued shares of the Registrant’s 6.95% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share, as shares of undesignated Common Stock.

(incorporated by reference to Exhibit 3.15 of the Registrant’s Quarterly Report on Form 10-Q filed November 3, 2017).

Articles Supplementary designating Annaly’s 6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share (incorporated by reference to Exhibit 3.16 to the Registrant’s Registration Statement on Form 8-A filed January 10, 2018).

Articles Supplementary reclassifying and designating (i) 11,500,000 authorized but unissued shares of the Registrant’s preferred stock, $0.01 par value per share, without designation as to series or class, as shares of Registrant’s undesignated common stock and (ii) 5,000,000 authorized but unissued shares of Registrant’s 7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share, as shares of Registrant’s undesignated common stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed August 3, 2018).

Form of Articles Supplementary designating Annaly’s 8.125% Series H Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share (incorporated by reference to Exhibit 3.17 to the Registrant’s Registration Statement on Form 8-A filed September 7, 2018).

Articles Supplementary reclassifying and designating 2,200,000 authorized but unissued shares of the Registrant’s preferred stock, $0.01 par value per share, without designation as to series or class, as shares of undesignated Common Stock (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed June 3, 2019).

Articles Supplementary designating Annaly’s 6.750% Series I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share (incorporated by reference to Exhibit 3.20 to the Registrant’s Registration Statement on Form 8-A filed June 26, 2019).

Articles Supplementary reclassifying and designating 7,000,000 authorized but unissued shares of Registrant’s 7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share, as shares of Registrant’s undesignated common stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed July 22, 2019).

Articles Supplementary filed with the State Department of Assessments and Taxation of Maryland effective on January 4, 2021 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed January 5, 2021).

Articles of Restatement of the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant's Quarterly Report on Form 10-Q filed October 30, 2025).

Amended and Restated Bylaws of the Registrant, December 8, 2022 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed December 9, 2022).

7 unchanged sentences

Specimen Series I Preferred Stock Certificate (incorporated by reference to Exhibit 4.7 to the Registrant’s Registration Statement on Form 8-A filed June 26, 2019).

Specimen Series J Preferred Stock Certificate (incorporated by reference to Exhibit 4.

10 to the Registrant's Registration Statement on Form 8-A filed August 7, 2025).

Indenture, dated as of February 12, 2010, between the Registrant and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed February 12, 2010).

1 unchanged sentence

Supplemental Indenture, dated as of February 12, 2010, between the Registrant and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed February 12, 2010).

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

Second Supplemental Indenture, dated as of May 14, 2012, between the Registrant and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed May 14, 2012).

4 unchanged sentences

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed March 20, 2017).

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

2020 Equity Incentive Plan (incorporated herein by reference to Annex A to the Registrant’s proxy statement dated April 8, 2020).*

2 unchanged sentences

Executive Severance Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed July 1, 2020).*

Form of 2020 Performance Stock Unit Award (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed July 1, 2020).*

Form of 2020 Restricted Stock Unit Award (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed July 1, 2020).*

Form of 2023 Performance Stock Unit Award (incorporated by reference to Exhibit 10.12 to the Registrant's Annual Report on Form 10-K filed February 16, 2023).*

Form of 2022 Restricted Stock Unit Award (incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K filed February 18, 2022.*

Form of 2023 Performance Stock Unit Award (incorporated by reference to Exhibit 10.12 to the Registrant's Annual Report on Form 10-K filed February 16, 2023).*

Form of 2023 Restrictive Stock Unit Award (incorporated by reference to Exhibit 10.13 to the Registrant's Annual Report on Form 10-K filed February 16, 2023).*

Retirement and Transition Agreement among the Registrant and Anthony C.

Green dated December 29, 2025.*†

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant's Annual Report on Form 10-K filed February 15, 2024).

3 unchanged sentences

Certification of David L.

Finkelstein, Chief Executive Officer and C o- Chief Investment Officer (Principal Executive Officer) of the Registrant, pursuant to 18 U.S.C.

Finkelstein, Chief Executive Officer and Co-Chief Investment Officer (Principal Executive Officer) of the Registrant, pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

2 unchanged sentences

Certification of David L.

Finkelstein, Chief Executive Officer and C o- Chief Investment Officer (Principal Executive Officer) of the Registrant, pursuant to 18 U.S.C.

Finkelstein, Chief Executive Officer and Co-Chief Investment Officer (Principal Executive Officer) of the Registrant, pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

11 unchanged sentences

101.DEF XBRL Additional Taxonomy Extension Definition Linkbase Document Created†

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

101.LAB XBRL Taxonomy Extension Label Linkbase Document †

1 unchanged sentence

104 The cover page for the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2025 (formatted in Inline XBRL and contained in Exhibit 101).

* Exhibit Numbers 10.2, 10.3, 10.5, 10.6, 10.7, 10.8, 10.9, 10.10, 10.11 are management contracts or compensatory plans required to be filed as Exhibits to this Form 10-K.

* Exhibit Numbers 10.2, 10.3, 10.5, 10.6, 10.7, 10.8, and 10.9 are management contracts or compensatory plans required to be filed as Exhibits to this Form 10-K.

† Submitted electronically herewith.

16 unchanged sentences

Variable Interest Entities

Sale of Middle Market Lending Portfolio

Derivative Instruments

75 unchanged sentences

3,645,865 2,909,134

Interests in MSR 28,626 —

Assets transferred or pledged to securitization vehicles 32,067,433 21,973,188

Derivative assets 115,533 225,351

Reverse repurchase agreements 34,389 —

Receivable for unsettled trades 1,031 2,201,447

16 unchanged sentences

Stockholders’ equity

Preferred stock, par value $ 0.01 per share, 63,500,000 authorized, issued and outstanding

Preferred stock, par value $ 0.01 per share, 75,000,000 and 63,500,000 authorized, 74,500,000 and 63,500,000 issued and outstanding, respectively

1,802,480 1,536,569

Common stock, par value $ 0.01 per share, 1,468,250,000 authorized, 578,357,118 and 500,080,287 issued and outstanding, respectively

Common stock, par value $ 0.01 per share, 1,456,750,000 and 1,468,250,000 authorized, 706,972,452 and 578,357,118 issued and outstanding, respectively

Additional paid-in capital 27,927,113 25,257,716

30 unchanged sentences

Loan loss (provision) reversal — — 219

Business divestiture-related gains (losses) — — ( 40,258 )

Other, net 51,121 94,935 73,716

40 unchanged sentences

$ 1,536,569 $ 1,536,569 $ 1,536,569

$ 265,911 $ — $ —

End of period $ 1,802,480 $ 1,536,569 $ 1,536,569

54 unchanged sentences

Net (gains) losses on investments and derivatives 177,971 783,191 3,310,579

Business divestiture-related (gains) losses — — 40,258

Income (loss) from unconsolidated joint ventures 12,953 ( 5,790 ) 10,270

55 unchanged sentences

Dividends declared, not yet paid $ 494,881 $ 375,932 $ 325,052

Derecognition of assets of consolidated VIEs $ — $ — $ 424,005

Derecognition of securitized debt of consolidated VIEs $ — $ — $ 391,928

See notes to consolidated financial statements.

10 unchanged sentences

(the “Company” or “Annaly”) is a Maryland corporation that commenced operations on February 18, 1997.

The Company is a leading diversified capital manager with investment strategies across mortgage finance.

The Company is a leading diversified capital manager with investment strategies across residential mortgage finance.

The Company owns a portfolio of real estate related investments, including mortgage pass-through certificates, collateralized mortgage obligations, credit risk transfer (“CRT”) securities, other securities representing interests in or obligations backed by pools of mortgage loans, residential mortgage loans and mortgage servicing rights (“MSR”).

77 unchanged sentences

The Company has made an accounting policy election not to measure an allowance for loans losses for accrued interest receivable.

If interest receivable is deemed to be uncollectible or not collected within 90 days of its contractual due date for commercial loans or 120 days for corporate debt carried at amortized cost, it is written off through a reversal of interest income.

If interest receivable is deemed to be uncollectible or not collected within 90 days of its contractual due date for commercial loans carried at amortized cost, it is written off through a reversal of interest income.

Any interest written off that is recovered is recognized as interest income.

6 unchanged sentences

Recent Accounting Pronouncements

The Company considers the applicability and impact of all Accounting Standard Updates (“ASUs”).

The Company reviewed other recently issued ASUs and determined that they were not expected to have a significant impact on the Company’s consolidated financial statements when adopted or did not have a significant impact on the Company’s consolidated financial statements upon adoption.

16 unchanged sentences

Loans, net Residential mortgage loans Fair value, with unrealized gains (losses) through earnings 5,020,784 3,546,902

Interests in MSR Interest in net servicing cash flows Fair value, with unrealized gains (losses) through earnings 28,626 —

Assets transferred or pledged to securitization vehicles Residential mortgage loans Fair value, with unrealized gains (losses) through earnings 32,067,433 21,973,188

Reverse repurchase agreements Reverse repurchase agreements Amortized cost 34,389 —

Repurchase agreements Repurchase agreements Amortized cost $ 81,865,723 $ 65,688,923

4 unchanged sentences

(1) Receivable for unsettled trades, Principal and interest receivable, Payable for unsettled trades, Interest payable and Dividends payable are accounted for at cost.

Interests in MSR are considered financial instruments whereas directly held MSR are considered servicing assets or obligations.

(2) Includes Agency pass-through, collateralized mortgage obligation (“CMO”) and multifamily securities purchased prior to July 1, 2022.

1 unchanged sentence

The Company’s investments in securities include agency, credit risk transfer, non-agency and commercial mortgage-backed securities.

All of the debt securities are classified as available-for-sale.

Available-for-sale debt securities are carried at fair value, with changes in fair value recognized in other comprehensive income, unless the fair value option is elected in which case changes in fair value are recognized in Net gains (losses) on investments and other in the Consolidated Statements of Comprehensive Income (Loss).

The Company designates its securities as trading, available-for-sale or held-to-maturity depending upon the type of security and the Company’s intent and ability to hold such security to maturity.

Securities classified as available-for-sale and trading are reported at fair value on a recurring basis.

Securities accounted for as available-for-sale are carried at fair value, with changes in fair value recognized in other comprehensive income.

If the fair value option is elected for debt securities, changes in fair value are recognized in earnings.

Effective July 1, 2022, the Company elected the fair value option for any newly purchased Agency mortgage-backed securities in order to simplify the accounting for these securities.

For the years ended December 31, 2024 and 2023, ($ 1.1 ) billion and $ 611.5 million of unrealized gains (losses) on Agency mortgage-backed securities, for which the fair value option was elected, were reported in Net gains (losses) on investments and other in the Company’s Consolidated Statements of Comprehensive Income (Loss).

Agency mortgage-backed securities purchased prior to July 1, 2022, are still classified as available-for-sale with changes in fair value recognized in other comprehensive income.

For the years ended December 31, 2025 and 2024, $ 2.1 billion and ($ 1.1 ) billion of unrealized gains (losses) on Agency mortgage-backed securities, for which the fair value option was elected, were reported in Net gains (losses) on investments and other in the Company’s Consolidated Statements of Comprehensive Income (Loss).

The Company has also elected the fair value option for CRT securities, interest only securities, Non-Agency and commercial mortgage-backed securities in order to simplify the accounting.

2 unchanged sentences

Impairment – Management evaluates available-for-sale securities where the fair value option has not been elected and held-to-maturity debt securities for impairment at least quarterly, and more frequently when economic or market conditions warrant such evaluation.

When the fair value of an available-for-sale security is less than its amortized cost, the security is considered impaired.

For securities that are impaired, the Company determines if it (1) has the intent to sell the security, (2) is more likely than not that it will be required to sell the security before recovery of its amortized cost basis, or (3) does not expect to recover the entire amortized cost basis of the security.

Further, the security is analyzed for credit loss (the difference between the present value of cash flows expected to be collected and the amortized cost basis).

The credit loss, if any, will then be

When the fair value of an available-for-sale security is less than its amortized cost, the security is considered

ANNALY CAPITAL MANAGEMENT, INC.

1 unchanged sentence

Financial Statements

recognized in the Consolidated Statements of Comprehensive Income (Loss) as a securities loss provision and reflected as an allowance for credit losses on securities in the Consolidated Statements of Financial Condition, while the balance of losses related to other factors will be recognized as a component of Other comprehensive income (loss).

Further, the security is analyzed for credit loss (the difference between the present value of cash flows expected to be collected and the amortized cost basis).

The credit loss, if any, will then be recognized in the Consolidated Statements of Comprehensive Income (Loss) as a securities loss provision and reflected as an allowance for credit losses on securities in the Consolidated Statements of Financial Condition, while the balance of losses related to other factors will be recognized as a component of Other comprehensive income (loss).

When the fair value of a held-to-maturity security is less than the cost, the Company performs an analysis to determine whether it expects to recover the entire cost basis of the security.

Agency Mortgage-Backed Securities - The Company invests in mortgage pass-through certificates, collateralized mortgage obligations and other MBS representing interests in or obligations backed by pools of residential or multifamily mortgage loans and certificates.

Many of the underlying loans and certificates are guaranteed by the Government National Mortgage Association (“Ginnie Mae”), the Federal Home Loan Mortgage Corporation (“Freddie Mac”) or the Federal National Mortgage Association (“Fannie Mae”) (collectively, “Agency mortgage-backed securities”).

3 unchanged sentences

CRT securities are designed to synthetically transfer mortgage credit risk from Fannie Mae and Freddie Mac to private investors.

Non-Agency Mortgage-Backed Securities - The Company invests in non-Agency mortgage-backed securities such as those issued in prime loan, prime jumbo loan, Alt-A loan, subprime loan, non-performing loan (“NPL”) and re-performing loan (“RPL”) securitizations.

Non-Agency Mortgage-Backed Securities - The Company invests in non-Agency mortgage-backed securities such as those issued in prime loan, prime jumbo loan, non-qualified mortgage loan (“Non-QM”), small balance commercial loan (“SBC”), non-performing loan (“NPL”), re-performing loan (“RPL”) and residential transition loan (“RTL”) securitizations.

Agency mortgage-backed securities, non-Agency mortgage-backed securities and residential CRT securities are referred to herein as “Residential Securities.” Although the Company generally intends to hold most of its Residential Securities until maturity, it may, from time to time, sell any of its Residential Securities as part of the overall management of its portfolio.

28 unchanged sentences

41,310,478 617,383 ( 11,385 ) 6,889,598 67,373 ( 45,727 ) 6,911,244

Reverse mortgages 24,916 2,499 — 27,415 — ( 1,440 ) 25,975

Total agency securities $ 127,985,976 $ 2,771,507 $ ( 1,131,718 ) $ 89,332,300 $ 1,153,878 $ ( 857,524 ) $ 89,628,654

1 unchanged sentence

Credit risk transfer $ 204,518 $ 42 $ ( 2,239 ) $ 202,321 $ 11,486 $ ( 7 ) $ 213,800

Alt-A 172,368 35 ( 1,724 ) 170,679 2,694 ( 8,481 ) 164,892

Non-QM 343,495 249 ( 2,514 ) 341,230 3,022 ( 8,100 ) 336,152

2,294,631 31,005 ( 9,746 ) 111,526 3,497 ( 748 ) 114,275

Subprime 280,820 12 ( 30,081 ) 250,751 6,325 ( 11,493 ) 245,583

SBC 186,929 23 ( 10,317 ) 176,635 4,991 ( 4,648 ) 176,978

NPL/RPL 462,956 3,520 ( 21,613 ) 444,863 5,053 ( 2,099 ) 447,817

RTL 191,767 13 ( 488 ) 191,292 1,342 ( 8 ) 192,626

Prime jumbo (>=2010 vintage) (3)

20 unchanged sentences

Credit risk transfer $ 707,169 $ 1,608 $ ( 3,581 ) $ 705,196 $ 49,819 $ ( 100 ) $ 754,915

Alt-A 164,384 9 ( 3,922 ) 160,471 2,135 ( 12,371 ) 150,235

Non-QM 172,368 35 ( 1,724 ) 170,679 2,694 ( 8,481 ) 164,892

1,881,111 27,484 ( 10,416 ) 100,039 2,857 ( 779 ) 102,117

Subprime 272,955 — ( 31,751 ) 241,204 5,622 ( 11,221 ) 235,605

SBC 253,045 12 ( 11,624 ) 241,433 3,632 ( 11,493 ) 233,572

NPL/RPL 702,720 4,540 ( 21,897 ) 685,363 3,168 ( 6,091 ) 682,440

RTL 151,100 — ( 134 ) 150,966 1,030 ( 144 ) 151,852

Prime jumbo (>=2010 vintage) (3)

4 unchanged sentences

Total securities $ 109,210,522 $ 2,471,843 $ ( 1,270,077 ) $ 72,059,476 $ 235,755 $ ( 2,538,784 ) $ 69,756,447

(1) Principal/Notional amount includes $ 22.9 billion and $ 14.0 billion of Agency Multifamly interest-only securities as of December 31, 2024 and December 31, 2023, respectively.

(1) Principal/Notional amount includes $ 35.0 billion and $ 22.9 billion of Agency Multifamily interest-only securities as of December 31, 2025 and December 31, 2024, respectively.

(2) Principal/Notional amount includes $ 2.2 billion and $ 1.8 billion of Prime interest-only securities as of December 31, 2025 and December 31, 2024, respectively.

35 unchanged sentences

Total $ 6,310,338 $ ( 494,270 ) 1,269 $ 8,103,982 $ ( 1,021,904 ) 1,411

(1) Excludes interest-only mortgage-backed securities and reverse mortgages and, effective July 1, 2022, newly purchased Agency pass-through, collateralized mortgage obligation (“CMO”) and multifamily securities.

(1) Excludes interest-only mortgage-backed securities and reverse mortgages, and effective July 1, 2022, newly purchased Agency pass-through, CMOs and multifamily securities.

The decline in value of these securities is solely due to market conditions and not the quality of the assets.

22 unchanged sentences

The carrying value of the Company’s residential loans held for sale was $ 37.1 million and $ 10.0 million at December 31, 2025 and 2024, respectively.

Allowance for Losses – Prior to the sale of its corporate debt and commercial loan portfolios, the Company evaluated the need for a loss reserve on each of its loans classified as held-for investment and carried at amortized cost based upon estimated current expected credit losses.

The Company recorded net loan loss (provisions) reversals of $ 0 , $ 0.2 million and $ 20.7 million for the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024 and 2023, the Company’s loan loss allowance was $ 0 and $ 0 , respectively.

The following table presents the activity of the Company’s loan investments, excluding loans transferred or pledged to securitization vehicles and loan warehouse facilities, for the year ended December 31, 2024:

The following table presents the activity of the Company’s loan investments, excluding loans transferred or pledged to securitization vehicles, for the year ended December 31, 2025:

Residential Loans

1 unchanged sentence

Beginning balance January 1, 2025

Purchases / originations 13,289,226

Purchases / originations / draws (1)

Sales and transfers (2)

4 unchanged sentences

Ending balance December 31, 2025

(1) Includes residential loans acquired from exercise of optional redemption provisions of securitization vehicles with a carrying value of $ 577.3 million during the year ended December 31, 2025.

(2) Includes transfer of residential loans to securitization vehicles with a carrying value of $ 15.8 billion during the year ended December 31, 2025.

3 unchanged sentences

Refer to the “Variable Interest Entities” Note for further information related to the Company’s consolidated residential mortgage loan trusts.

The mortgage loans are secured by first liens on primarily one-to-four family residential properties.

The mortgage loans are secured by first or second liens on primarily one-to-four family residential properties.

A subsidiary of the Company has engaged a third party to act as its custodian, agent and bailee for the purposes of receiving and holding certain documents, instruments and papers related to the residential mortgage loans it purchases.

2 unchanged sentences

In addition, a complete credit file for the related mortgage and borrower must be delivered to the subsidiary prior to the date of purchase.

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

Financial Statements

The following table presents the fair value and the unpaid principal balances of the residential mortgage loan portfolio, including loans transferred or pledged to securitization vehicles, at December 31, 2025 and 2024:

3 unchanged sentences

Unpaid principal balance $ 37,033,580 $ 26,297,725

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

Financial Statements

The following table provides information regarding the line items and amounts recognized in the Consolidated Statements of Comprehensive Income (Loss) for December 31, 2025 and 2024 for these investments:

14 unchanged sentences

California 39.2 % California 39.5 %

New York 10.9 % Florida 10.6 %

Florida 10.1 % New York 10.5 %

New York 11.3 % New York 10.9 %

Florida 8.7 % Florida 10.1 %

Texas 5.3 % Texas 5.4 %

17 unchanged sentences

At December 31, 2025 and 2024, approximately 13 % and 16 %, respectively, of the carrying value of the Company’s residential mortgage loans, including loans transferred or pledged to securitization vehicles, were adjustable-rate.

At December 31, 2025, the aggregate fair value and unpaid principal balance of loans ninety days or more past due and in nonaccrual status was $ 446.0 million (of which $ 405.8 million has been securitized), and $ 451.5 million, respectively.

The non-accrual balances represent approximately 1 % of the total loan portfolio.

The weighted average loan-to-value ratio at loan origination for loans in non-accrual status was 73 %.

The recorded investment of residential mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process according to the requirements of the applicable jurisdiction was $ 198.3 million at December 31, 2025.

MORTGAGE SERVICING RIGHTS

4 unchanged sentences

As such, they are recognized at fair value in the accompanying Consolidated Statements of Financial Condition with changes in the estimated fair value presented as a component of Net gains (losses) on investments and other in the Consolidated Statements of Comprehensive Income (Loss).

The following table presents activity related to MSR for the years ended December 31, 2025 and 2024:

ANNALY CAPITAL MANAGEMENT, INC.

1 unchanged sentence

Financial Statements

The following table presents activity related to MSR for the years ended December 31, 2024 and 2023:

Mortgage Servicing Rights December 31, 2025 December 31, 2024

3 unchanged sentences

905,607 863,113

Transfers 28,072 —

Sales — ( 69,703 )

9 unchanged sentences

Assets of the VIEs may only be used to settle obligations of the VIEs.

Creditors of the VIEs have no recourse to the general credit of the Company.

Creditors of the VIEs generally have no recourse to the general credit of the Company.

The Company is not contractually required to provide and has not provided any form of financial support to the VIEs.

1 unchanged sentence

Interest income and expense are recognized using the effective interest method.

Multifamily Securitization

In March 2020, the Company repackaged Fannie Mae guaranteed multifamily mortgage-backed securities with a principal cut-off balance of $ 0.5 billion and retained interest-only securities with a notional balance of $ 0.5 billion.

At the inception of this arrangement, the Company determined that it was the primary beneficiary based upon its involvement in the design of this VIE and through the retention of a significant variable interest in the VIE.

The Company elected the fair value option for the financial liabilities of this VIE in order to simplify the accounting;

however, the financial assets were not eligible for the fair value option as it was not elected at purchase.

During the year ended December 31, 2022, the Company deconsolidated the 2020 multifamily VIE since it sold all of its interest-only securities and no longer retains a significant variable interest in the entity.

As a result of the deconsolidation of this VIE, the Company derecognized approximately $ 424.0 million of securities and approximately $ 391.9 million of debt issued by securitization vehicles and recognized a realized gain of $ 33.4 million, which is included in Net gains (losses) on investments and other in the Consolidated Statements of Comprehensive Income (Loss).

Residential Securitizations

11 unchanged sentences

OBX 2025-NQM1 January 2025 $ 618,433

OBX 2024-NQM2 January 2024 $ 495,980

OBX 2024-HYB1 February 2024 $ 412,084

OBX 2025-NQM2 February 2025 $ 719,218

OBX 2025-NQM3 February 2025 $ 577,442

OBX 2025-NQM4 March 2025 $ 625,807

OBX 2024-HYB2 March 2024 $ 397,787

OBX 2025-HE1 March 2025 $ 216,455

OBX 2025-NQM5 March 2025 $ 334,879

OBX 2025-NQM6 April 2025 $ 553,236

OBX 2025-NQM7 April 2025 $ 572,441

OBX 2025-J1 May 2025 $ 325,702

OBX 2025-NQM8 May 2025 $ 595,560

1 unchanged sentence

OBX 2025-NQM10 June 2025 $ 623,602

OBX 2025-NQM11 June 2025 $ 650,072

OBX 2025-NQM12 July 2025 $ 274,468

1 unchanged sentence

OBX 2025-NQM14 August 2025 $ 701,027

OBX 2024-NQM13 September 2024 $ 582,213

OBX 2025-NQM15 August 2025 $ 697,303

OBX 2025-HE2 August 2025 $ 216,324

OBX 2025-J2 September 2025 $ 304,395

OBX 2025-NQM16 September 2025 $ 708,473

OBX 2025-NQM17 September 2025 $ 298,662

OBX 2025-NQM18 October 2025 $ 743,151

OBX 2025-J3 October 2025 $ 359,416

OBX 2025-NQM19 October 2025 $ 707,185

OBX 2025-NQM20 November 2025 $ 739,489

OBX 2025-NQM21 November 2025 $ 742,051

OBX 2025-NQM22 November 2025 $ 438,642

OBX 2025-R1 December 2025 $ 407,935

OBX 2025-NQM23 December 2025 $ 502,809

As of December 31, 2024 and 2023, a total carrying value of $ 19.5 billion and $ 11.6 billion, respectively, of bonds were held by third parties and the Company retained $ 2.3 billion and $ 1.4 billion, respectively, of MBS, which were eliminated in consolidation.

The Company is deemed to be the primary beneficiary and consolidates the OBX Trusts because it has power to direct the activities that most significantly impact the OBX Trusts’ performance and holds a variable interest that could be potentially significant to these VIEs.

Although the residential mortgage loans have been sold for bankruptcy and state law purposes, the transfers of the residential mortgage loans to the OBX Trusts did not qualify for sale accounting and are reflected as intercompany secured borrowings that are eliminated upon consolidation.

Effective August 1, 2022, upon initial consolidation of new securitization entities, the Company elected to apply the measurement alternative for consolidated collateralized financing entities in order to simplify the accounting and valuation processes.

The liabilities of these securitization entities are deemed to be more observable and are used to measure the fair value of the assets.

During the years ended December 31, 2024 and 2023, the Company incurred $ 20.3 million and $ 8.2 million, respectively, of costs in connection with these securitizations that were expensed as incurred.

As of December 31, 2025 and 2024, a total carrying value of $ 28.7 billion and $ 19.5 billion, respectively, of bonds were held by third parties and the Company retained $ 3.2 billion and $ 2.3 billion, respectively, of MBS, which were eliminated in consolidation.

The contractual principal amount of the OBX Trusts’ debt held by third parties was $ 29.0 billion and $ 20.5 billion at December 31, 2025 and 2024, respectively.

During the years ended December 31, 2025 and 2024, the Company recorded ($ 368.9 ) million and $ 3.5 million, respectively, of unrealized gains (losses) on debt held by third parties, which is reported in Net gains (losses) on investments and other in the Company's Consolidated Statements of Comprehensive Income (Loss).

Credit Facility VIEs

In connection with the sale of all of the assets that comprise the MML Portfolio, the credit facilities which provided financing for the Company’s corporate debt were paid-off and terminated during the year ended December 31, 2022.

Refer to the “Sale of Middle Market Lending Portfolio” Note for additional information on the transaction.

Corporate Debt Funds

The Company managed parallel funds investing in senior secured first and second lien corporate loans (the “Fund Entities”).

The Fund Entities were considered VIEs because the investors did not have substantive liquidation, kick-out or participating rights.

The fees that the Company earned were not considered variable interests of the VIE.

The Company was not the primary beneficiary of the Fund Entities and therefore did not consolidate the Fund Entities.

The corporate loans in the Fund Entities were assets managed for third parties and were part of the MML Portfolio transferred to Ares during the three months ended June 30, 2022.

Refer to the “Sale of Middle Market Lending Portfolio” Note for additional information on the transaction.

During the year ended December 31, 2025, the Company exercised its optional redemption on OBX 2022-NQM8 in September 2025, OBX 2019-EXP1 in October 2025 and OBX 2022-NQM9 in December 2025.

In each instance the Company liquidated the securitization trusts.

Upon deconsolidation, there was a net ($ 0.4 ) million loss recognized in Net gains (losses) on investments and other in the Consolidated Statements of Comprehensive Income (Loss).

ANNALY CAPITAL MANAGEMENT, INC.

1 unchanged sentence

Financial Statements

Structured Repurchase Transaction

The Company pledged securities retained from its OBX Trusts to a structured repurchase transaction, OBX 2025-SR1, to diversify its financing sources.

The OBX 2025-SR1 Trust is deemed to be a VIE because the entity does not have sufficient equity at risk to finance its activities without additional subordinated financial support.

The Company is deemed to be the primary beneficiary and consolidates the OBX 2025-SR1 Trust because it has power to direct the activities that most significantly impact the OBX Trusts’ performance and holds a variable interest that could be potentially significant to these VIEs.

The securities issued by the OBX 2025-SR1 Trust are recognized as Debt issued by securitization vehicles in the Consolidated Statements of Financial Condition with changes in fair value recognized in the Consolidated Statements of Comprehensive Income (Loss).

The changes in the estimated fair value are presented within Net gains (losses) on investments and other.

This transaction provides recourse to the Company and two of its subsidiaries for their obligations as sellers under repurchase agreements.

During the years ended December 31, 2025 and 2024, the Company incurred $ 27.8 million and $ 20.3 million, respectively, of costs in connection with OBX Trust and structured repurchase transaction securitizations that were expensed as incurred.

Residential Credit Fund

The Company manages a fund investing in participations in residential mortgage loans.

The Company manages a fund investing in participations in residential mortgage loans and mortgage-backed securities.

The residential credit fund is deemed to be a VIE because the entity does not have sufficient equity at risk to permit the legal entity to finance its activities without additional subordinated financial support provided by any parties, including equity holders, as capital commitments are not considered equity at risk.

The Company is not the primary beneficiary and does not consolidate the residential credit fund as its only interest in the fund is the management and performance fees that it earns, which are not considered variable interests in the entity.

As of December 31, 2024 and 2023 the Company had outstanding participating interests in residential mortgage loans of $ 1.2 billion and $ 1.1 billion, respectively.

As of December 31, 2025 and 2024 the Company had outstanding participations issued in residential mortgage loans of $ 1.9 billion and $ 1.2 billion, respectively.

These transfers do not meet the criteria for sale accounting and are accounted for as secured borrowings, thus the residential loans are reported as Loans, net and the associated liability is reported as Participations issued in the Consolidated Statements of Financial Condition.

The Company elected the fair value option for participations issued with changes in fair value reflected in Net gains (losses) on investments and other in the Consolidated Statements of Comprehensive Income (Loss) to more accurately reflect the economics of the transfers as the underlying loans are carried at fair value through earnings.

SALE OF MIDDLE MARKET LENDING PORTFOLIO

In April 2022, the Company entered into a definitive agreement to sell substantially all of the corporate loan interests held by the MML business operated by the Company, as well as assets managed for third parties (collectively, the “MML Portfolio”), to Ares Capital Management LLC (“Ares”) for $ 2.4 billion.

The Company’s loans, having an unpaid principal balance of $ 1.9 billion, were transferred to Ares for cash proceeds of $ 1.9 billion and a realized gain of $ 20.4 million was recorded during the year ended December 31, 2022.

As of December 31, 2022, all loans were transferred to Ares.

DERIVATIVE INSTRUMENTS

17 unchanged sentences

None of the Company’s derivative transactions have been designated as hedging instruments for accounting purposes.

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

Financial Statements

The Company also maintains collateral in the form of cash on margin with counterparties to its interest rate swaps and other derivatives.

2 unchanged sentences

Initial margin is reported in Cash and cash equivalents in the Consolidated Statements of Financial Condition.

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

Financial Statements

Interest Rate Swap Agreements – Interest rate swap agreements are the primary instruments used to mitigate interest rate risk.

18 unchanged sentences

The margin requirement varies based on the market value of the open positions and the equity retained in the account.

Futures contracts are fair valued based on exchange pricing.

Futures contracts are fair valued based on the pricing provided by the Chicago Mercantile Exchange (“CME”).

Forward Purchase Commitments – The Company may enter into forward purchase commitments with counterparties whereby the Company commits to purchasing residential mortgage loans at a particular price, provided the residential mortgage loans close with the counterparties.

11 unchanged sentences

Interest rate swaps $ 16,385 $ 7,212

Interest rate swaptions 11,931 —

TBA derivatives 13,163 30,539

29 unchanged sentences

As of December 31, 2024, 95 % and 5 % of the Company’s interest rate swaps were linked to SOFR and the Federal funds rate, respectively.

(2) There were no forward starting swaps at December 31, 2024 and December 31, 2023.

(2) As of December 31, 2025, notional amount includes $ 1.5 billion forward starting swaps.

There were no forward starting swaps at December 31, 2024.

(3) The weighted average years to maturity of payer interest rate swaps is offset by the weighted average years to maturity of receiver interest rate swaps.

As such, the net weighted average years to maturity for each maturity bucket may fall outside of the range listed.

The following tables summarize certain characteristics of the Company’s swaptions at December 31, 2024 and 2023:

December 31, 2024

Current Underlying Notional Weighted Average Underlying Fixed Rate Weighted Average Underlying Floating Rate Weighted Average Underlying Years to Maturity Weighted Average Months to Expiration

(dollars in thousands)

Long pay $ — — % SOFR 0.00 0

Long receive $ — — % SOFR 0.00 0

The following table summarizes certain characteristics of the Company’s swaptions at December 31, 2025.

There were no swaption contracts outstanding at December 31, 2024:

December 31, 2025

1 unchanged sentence

(dollars in thousands)

Long pay $ 1,250,000 2.21 % SOFR 7.69 8.21

Long receive $ 830,000 3.54 % SOFR 7.94 11.25

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

Financial Statements

Short receive ($ 1,800,000 ) 3.23 % SOFR 3.94 11.25

The following tables summarize certain characteristics of the Company’s TBA derivatives at December 31, 2025 and 2024:

December 31, 2025

Purchase and Sale Contracts for Derivative TBAs Notional Implied Cost Basis Implied Market Value Net Carrying Value

Purchase and Sale Contracts for TBA Derivatives Notional Implied Cost Basis Implied Market Value Net Carrying Value

(dollars in thousands)

3 unchanged sentences

December 31, 2024

Purchase and Sale Contracts for Derivative TBAs Notional Implied Cost Basis Implied Market Value Net Carrying Value

Purchase and Sale Contracts for TBA Derivatives Notional Implied Cost Basis Implied Market Value Net Carrying Value

(dollars in thousands)

2 unchanged sentences

Net TBA derivatives $ 3,117,000 $ 3,158,058 $ 3,136,154 $ ( 21,904 )

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

Financial Statements

The following tables summarize certain characteristics of the Company’s futures derivatives at December 31, 2025 and 2024:

5 unchanged sentences

(dollars in thousands)

2 -year swap equivalent SOFR contracts

$ 500,000 $ ( 500,000 ) 2.00

Treasury futures - 2 year

13 unchanged sentences

$ 6,511,600 $ — 1.98

Treasury futures - 5 year

1,960,500 — 4.40

Treasury futures - 10 year and greater

3 unchanged sentences

Derivative contracts may contain legally enforceable provisions that allow for netting or setting off receivables and payables with each counterparty.

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

Financial Statements

The following tables present information about derivative assets and liabilities that are subject to such provisions and can be offset in the Company’s Consolidated Statements of Financial Condition at December 31, 2025 and 2024, respectively.

4 unchanged sentences

Interest rate swaps, at fair value $ 7,372 $ ( 2,295 ) $ — $ 5,077

Interest rate swaptions, at fair value 11,063 ( 11,063 ) — —

TBA derivatives, at fair value 17,648 ( 6,603 ) ( 8,760 ) 2,285

2 unchanged sentences

Interest rate swaps, at fair value $ 16,385 $ ( 16,385 ) $ — $ —

Interest rate swaptions, at fair value 11,931 ( 11,063 ) ( 300 ) 568

TBA derivatives, at fair value 13,163 ( 11,942 ) — 1,221

6 unchanged sentences

Interest rate swaps, at fair value $ 21,226 $ ( 8,138 ) $ — $ 13,088

Interest rate swaptions, at fair value 105,883 ( 45,930 ) ( 57,320 ) 2,633

TBA derivatives, at fair value 8,635 ( 879 ) ( 929 ) 6,827

Futures contracts, at fair value 190,980 ( 16,650 ) — 174,330

Purchase commitments 4,510 — — 4,510

3 unchanged sentences

Purchase commitments 5,185 — — 5,185

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

Financial Statements

The effect of interest rate swaps in the Consolidated Statements of Comprehensive Income (Loss) is as follows:

8 unchanged sentences

(1) Included in Net gains (losses) on derivatives in the Consolidated Statements of Comprehensive Income (Loss).

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

Financial Statements

The effect of other derivative contracts in the Company’s Consolidated Statements of Comprehensive Income (Loss) is as follows:

7 unchanged sentences

Total $ ( 490,387 )

(1) For the year ended December 31, 2024, includes ($ 6.8 ) million of realized loss related to SOFR futures options.

(1) For the year ended December 31, 2025, includes $ 13.2 million of realized gain and $ 0.3 million of unrealized gain related to interest rate futures and options other than treasury futures.

Year Ended December 31, 2024

3 unchanged sentences

Net interest rate swaptions ( 37,401 ) ( 68,482 ) ( 105,883 )

Futures 194,316 ( 201,095 ) ( 6,779 )

( 96,667 ) 354,164 257,497

Purchase commitments — ( 9,975 ) ( 9,975 )

Credit derivatives ( 19,368 ) 13,260 ( 6,108 )

Total $ 124,895

(1) For the year ended December 31, 2024, includes $ 28.7 million of realized gain related to interest rate futures and options other than treasury futures.

Certain of the Company’s derivative contracts are subject to International Swaps and Derivatives Association Master Agreements or other similar agreements which may contain provisions that grant counterparties certain rights with respect to the applicable agreement upon the occurrence of certain events such as (i) a decline in stockholders’ equity in excess of specified thresholds or dollar amounts over set periods of time, (ii) the Company’s failure to maintain its REIT status, (iii) the Company’s failure to comply with limits on the amount of leverage, and (iv) the Company’s stock being delisted from the New York Stock Exchange.

1 unchanged sentence

The aggregate fair value of all derivative instruments with the aforementioned features were in a net asset position at December 31, 2025.

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

Financial Statements

FAIR VALUE MEASUREMENTS

7 unchanged sentences

Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

Financial Statements

Level 3 – inputs to the valuation methodology are unobservable and significant to overall fair value.

The Company designates its securities as trading, available-for-sale or held-to-maturity depending upon the type of security and the Company’s intent and ability to hold such security to maturity.

Securities classified as available-for-sale and trading are reported at fair value on a recurring basis.

The following is a description of the valuation methodologies used for instruments carried at fair value.

7 unchanged sentences

Certain liquid asset classes, such as Agency fixed-rate pass-throughs, may be priced using independent sources such as quoted prices for TBA securities.

Residential Securities, residential mortgage loans, interest rate swap and swaption markets and TBA derivatives are considered to be active markets such that participants transact with sufficient frequency and volume to provide transparent pricing information on an ongoing basis.

Residential Securities, residential mortgage loans, interest rate swap, swaption and TBA derivative markets are considered to be active markets such that participants transact with sufficient frequency and volume to provide transparent pricing information on an ongoing basis.

The liquidity of the Residential Securities, residential mortgage loans, interest rate swaps, swaptions and TBA derivatives markets and the similarity of the Company’s securities to those actively traded enable the Company to observe quoted prices in the market and utilize those prices as a basis for formulating fair value measurements.

8 unchanged sentences

Management reviews the valuations received from third party pricing providers and uses them as a point of comparison to modeled values.

The valuation of MSR require significant judgment by management and the third party pricing providers.

The valuation of MSR requires significant judgment by management and the third party pricing providers.

Assumptions used for which there is a lack of observable inputs may significantly impact the resulting fair value and therefore the Company’s financial statements.

10 unchanged sentences

Non-Agency mortgage-backed securities — 1,445,176 — 1,445,176

Commercial mortgage-backed securities — 74,278 — 74,278

Residential mortgage loans — 5,020,784 — 5,020,784

Mortgage servicing rights — — 3,645,865 3,645,865

Interests in MSR — — 28,626 28,626

Assets transferred or pledged to securitization vehicles — 32,067,433 — 32,067,433

64 unchanged sentences

Value Carrying

Financial assets (dollars in thousands)

Reverse repurchase agreements $ 34,389 $ 34,389 $ — $ —

Financial liabilities

1 unchanged sentence

Other secured financing 1,075,000 1,075,000 750,000 750,000

The carrying values of repurchase agreements and short term other secured financing approximate fair value and are considered Level 2 fair value measurements.

Long term other secured financing is valued using Level 2 inputs.

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

Financial Statements

The carrying values of repurchase agreements and other secured financing approximate fair value and are considered Level 2 fair value measurements.

INTANGIBLE ASSETS

3 unchanged sentences

The following table presents the activity of finite lived intangible assets for the year ended December 31, 2025.

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

Financial Statements

Intangible Assets, net

12 unchanged sentences

The Company had outstanding $ 81.9 billion and $ 65.7 billion of repurchase agreements with weighted average remaining maturities of 35 days and 32 days and weighted average rates of 4.02 % and 4.76 % at December 31, 2025 and 2024, respectively.

In connection with its residential mortgage loans, the Company has select arrangements with counterparties to enter into repurchase agreements for $ 3.6 billion with remaining capacity of $ 2.2 billion at December 31, 2024.

In connection with its residential mortgage loans, the Company had select arrangements with counterparties to enter into repurchase agreements for $ 4.8 billion with remaining capacity of $ 2.5 billion at December 31, 2025.

At December 31, 2025 and 2024, the repurchase agreements had the following remaining maturities and collateral types:

11 unchanged sentences

Amounts offset in accordance with netting arrangements ( 2,437,344 )

( 2,613,088 )

Net amounts of Repurchase agreements as presented in the Consolidated Statements of Financial Condition $ 81,865,723

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

Financial Statements

December 31, 2024

10 unchanged sentences

Amounts offset in accordance with netting arrangements ( 2,613,088 )

( 2,268,293 )

Net amounts of Repurchase agreements as presented in the Consolidated Statements of Financial Condition $ 65,688,923

(1) Less than 1 % of the total repurchase agreements had a remaining maturity over 1 year at December 31, 2024.

No repurchase agreements had a remaining maturity over 1 year at December 31, 2023.

(1) Less than 1 % of the total repurchase agreements had a remaining maturity over 1 year at December 31, 2025 and December 31, 2024.

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

Financial Statements

The following table summarizes the gross amounts of reverse repurchase agreements and repurchase agreements, amounts offset in accordance with netting arrangements and net amounts of repurchase agreements and reverse repurchase agreements as presented in the Consolidated Statements of Financial Condition at December 31, 2025 and 2024.

11 unchanged sentences

Other Secured Financing - As of December 31, 2025, the Company had $ 2.2 billion in total committed credit facilities to finance a portion of its MSR portfolio.

Outstanding borrowings under this facility as of December 31, 2024 totaled $ 750.0 million with maturities ranging between one month to two years .

Outstanding borrowings under these facilities as of December 31, 2025 totaled $ 1.1 billion with maturities ranging between one to two years .

As of December 31, 2024, the Company had $ 1.6 billion in total committed credit facilities to finance a portion of its MSR portfolio.

Outstanding borrowings under this facility as of December 31, 2023 totaled $ 500.0 million with maturities ranging between six months to one year .

Outstanding borrowings under these facilities as of December 31, 2024 totaled $ 750.0 million with maturities ranging between one month to two years .

The weighted average interest rate of the borrowings was 6.44 % and 7.21 % as of December 31, 2025 and 2024, respectively.

Borrowings are reported in Other secured financing in the Company’s Consolidated Statements of Financial Condition.

Refer to the “Variable Interest Entities” Note for additional information on the Company’s other secured financing arrangements at December 31, 2023.

Investments pledged as collateral under secured financing arrangements and interest rate swaps, excluding residential mortgage loans of consolidated VIEs, had an estimated fair value and accrued interest of $ 89.0 billion and $ 404.1 million, respectively, at December 31, 2025 and $ 71.8 billion and $ 332.7 million, respectively, at December 31, 2024.

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

Financial Statements

CAPITAL STOCK

7 unchanged sentences

The Current Common Stock Repurchase Program replaced the Prior Common Stock Repurchase Program.

During the years ended December 31, 2024 and 2023, no shares were repurchased under the Prior Common Stock Repurchase Program.

During the years ended December 31, 2025 and 2024, no shares were repurchased under the Current Common Stock Repurchase Program or the Prior Common Stock Repurchase Program, respectively.

Purchases made pursuant to the Current Common Stock Repurchase Program will be made in either the open market or in privately negotiated transactions from time to time as permitted by securities laws and other legal requirements.

1 unchanged sentence

The authorization does not obligate the Company to acquire any particular amount of common stock and the program may be suspended or discontinued at our discretion without prior notice.

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

Financial Statements

On August 6, 2020, the Company entered into separate Amended and Restated Distribution Agency Agreements (as amended by Amendment No.

1 to the Amended and Restated Distribution Agency Agreements on August 6, 2021, and Amendment No.

2 to the Amended and Restated Distribution Agency Agreements on November 3, 2022, collectively, the “Prior Sales Agreements”) with each of Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co.

LLC, Keefe, Bruyette & Woods, Inc., J.P.

Morgan Securities LLC, RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC (collectively, the “Prior Sales Agents”).

Pursuant to the Prior Sales Agreements, the Company offered and sold shares of its common stock, having an aggregate offering price of up to $ 1.5 billion, from time to time through any of the Prior Sales Agents (the “Prior At-the-Market Sales Program”).

On September 20, 2024, the Company entered into new Distribution Agency Agreements (collectively, the “Sales Agreements”) with each of Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Citizens JMP Securities, LLC, Goldman Sachs & Co.

Morgan Securities LLC, Keefe, Bruyette & Woods, Inc., Morgan Stanley & Co., LLC, RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC (collectively, the “Sales Agents”), which terminated and replaced the Prior Sales Agreements.

Under the terms of the Sales Agreements, the Company may offer and sell shares of its common stock, having an aggregate offering price of up to $ 1.5 billion, from time to time through any of the Sales Agents (the “Current At-the-Market Sales Program” and, together with the Prior At-the-Market Sales Program, the “at-the-market sales program”).

2 to the Amended and Restated Distribution Agency Agreements on November 3, 2022, collectively, the “2020 Sales Agreements”) with each of Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co.

Morgan Securities LLC, Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC (collectively, the “2020 Sales Agents”).

Pursuant to the 2020 Sales Agreements, the Company offered and sold shares of its common stock, having an aggregate offering price of up to $ 1.5 billion, from time to time through any of the Prior Sales Agents (the “2020 At-the-Market Sales Program”).

On September 20, 2024, the Company entered into separate Distribution Agency Agreements (collectively, the “2024 Sales Agreements”) with each of Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Citizens JMP Securities, LLC, Goldman Sachs & Co.

Morgan Securities LLC, Keefe, Bruyette & Woods, Inc., Morgan Stanley & Co., LLC, RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC (collectively, the “2024 Sales Agents”), which terminated and replaced the 2020 Sales Agreements.

Under the terms of the 2024 Sales Agreements, the Company offered and sold shares of its common stock, having an aggregate offering price of up to $ 1.5 billion, from time to time through any of the 2024 Sales Agents (the “2024 At-The-Market Sales Program”).

On May 8, 2025, the Company entered into separate Distribution Agency Agreements (collectively, the “Prior Sales Agreements”) with each of Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., BTIG, LLC, Citizens JMP Securities, LLC, Goldman Sachs & Co.

Morgan Securities LLC, Keefe, Bruyette & Woods, Inc., Morgan Stanley & Co., LLC, Piper Sandler & Co., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC (the “Sales Agents”), which terminated and replaced the 2024 Sales Agreements.

Under the terms of the Prior Sales Agreements, the Company offered and sold shares of its common stock, having an aggregate offering price of up to $ 2.0 billion, from time to time through any of the Sales Agents (the "Prior At-The-Market Sales Program").

On December 22, 2025, the Company entered into separate Distribution Agency Agreements (collectively, the “Sales Agreements”) with each of the Sales Agents, which terminated and replaced the Prior Sales Agreements.

Under the terms of the Sales Agreements, the Company may offer and sell shares of its common stock, having an aggregate offering price of up to $ 2.5 billion, from time to time through any of the Sales Agents (the "Current At-The-Market Sales Program" and, together with the 2020 At-The-Market Sales Program, the 2024 At-The-Market Sales Program and the Prior At-The-Market Sales Program, the "at-the-market sales program").

During the year ended December 31, 2025, under the at-the-market sales program, the Company issued 127.9 million shares for proceeds of $ 2.6 billion, net of commissions and fees.

During the year ended December 31, 2024, under the at-the-market sales program, the Company issued 77.9 million shares for proceeds of $ 1.6 billion, net of commissions and fees.

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

Financial Statements

(B) Preferred Stock

4 unchanged sentences

December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024

Fixed-rate (dollars in thousands)

Series J 11,500,000 — 11,000,000 — 265,911 — 8.875 % 9/30/2030 NA NA

Fixed-to-floating rate

2 unchanged sentences

Series I 17,700,000 17,700,000 17,700,000 17,700,000 428,324 428,324 6.75 % 6/30/2024 6/30/2024 3M Term SOFR + 4.989 %

Subtotal 63,500,000 63,500,000 63,500,000 63,500,000 1,536,569 1,536,569

Total 75,000,000 63,500,000 74,500,000 63,500,000 $ 1,802,480 $ 1,536,569

1 unchanged sentence

(2) For each series of fixed-to-floating rate cumulative redeemable preferred stock, the floating rate is calculated as 3-month CME Term SOFR (plus a spread adjustment of 0.26161 %) plus the spread specified in the prospectus.

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

Financial Statements

Each series of preferred stock has a par value of $ 0.01 per share and a liquidation and redemption price of $ 25.00 , plus accrued and unpaid dividends through their redemption date.

Through December 31, 2025, the Company had declared and paid all required quarterly dividends on the Company’s preferred stock.

The Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, Series G Fixed-to-Floating Rate Cumulative Preferred Stock and Series I Fixed-to-Floating Rate Cumulative Preferred Stock rank senior to the common stock of the Company.

On November 3, 2022, the Company’s Board of Directors approved a repurchase plan for all of its existing outstanding Preferred Stock (as defined below, the “Prior Preferred Stock Repurchase Program”).

The Series F Fixed-to-Floating Rate Cumulative Preferred Stock, Series G Fixed-to-Floating Rate Cumulative Preferred Stock, Series I Fixed-to-Floating Rate Cumulative Preferred Stock and Series J Fixed-Rate Cumulative Preferred Stock rank senior to the common stock of the Company.

During the year ended December 31, 2025, the Company issued 11,000,000 shares of its 8.875 % Series J Preferred Stock, which included the exercise by the underwriters of their option to purchase an additional 1,000,000 shares of Series J Preferred Stock solely to cover over-allotments, for gross proceeds of $ 275 million before deducting the underwriting discount and other estimated offering expenses.

On November 3, 2022, the Board approved a repurchase plan for all of its existing outstanding Preferred Stock (as defined below, the “Prior Preferred Stock Repurchase Program”).

Under the terms of the Prior Preferred Stock Repurchase Program plan, the Company is authorized to repurchase up to an aggregate of 63,500,000 shares of Preferred Stock, comprised of up to (i) 28,800,000 shares of its 6.95 % Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $ 0.01 per share (the “Series F Preferred Stock”), (ii) 17,000,000 shares of its 6.50 % Series G Fixed-to Floating Rate Cumulative Redeemable Preferred Stock, par value $ 0.01 per share (the “Series G Preferred Stock”), and (iii) 17,700,000 shares of its 6.75 % Series I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $ 0.01 per share (the “Series I Preferred Stock”, and together with Series F Preferred Stock and Series G Preferred Stock, the “Preferred Stock”).

3 unchanged sentences

On December 31, 2024, the Board approved a repurchase plan for all of its existing outstanding Preferred Stock (as defined below, the “Current Preferred Stock Repurchase Program”).

Under the terms of the Current Preferred Stock Repurchase Program, we are authorized to repurchase up to an aggregate of 63,500,000 shares of Preferred Stock, comprised of up to (i) 28,800,000 shares of its Series F Preferred Stock, (ii) 17,000,000 shares of its Series G Preferred Stock, and (iii) 17,700,000 shares of its Series I Preferred Stock.

Under the terms of the Current Preferred Stock Repurchase Program, the Company is authorized to repurchase up to an aggregate of 63,500,000 shares of Preferred Stock, comprised of up to (i) 28,800,000 shares of its Series F Preferred Stock, (ii) 17,000,000 shares of its Series G Preferred Stock, and (iii) 17,700,000 shares of its Series I Preferred Stock.

The aggregate liquidation value of the Preferred Stock that may be repurchased by the Company pursuant to the Current Preferred Stock Repurchase Program, as of December 31, 2024, was approximately $ 1.6 billion.

1 unchanged sentence

The Current Preferred Stock Repurchase Program became effective on January 1, 2025, and will expire on December 31, 2029.

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

Financial Statements

No shares were repurchased with respect to the Current Preferred Stock Repurchase Program during the year ended December 31, 2025.

18 unchanged sentences

$ 2.403 $ 2.149

Dividends declared to series J preferred stockholders $ 9,763 $ —

Dividends declared per share of series J preferred stock (2)

(1) For the year ended December 31, 2025, 100 % of common stock dividend distributions of $ 2.80 per share declared in calendar year 2025 were taxable as ordinary income.

For the year ended December 31, 2023, 100 % of common stock dividend distributions of $ 2.83 per share paid in calendar year 2023 and $ 0.65 per share paid on January 31, 2024 were taxable as ordinary income.

For the year ended December 31, 2024, 100 % of common stock dividend distributions of $ 2.60 per share declared in calendar year 2024 were taxable as ordinary income.

(2) For the years ended December 31, 2025 and 2024, 100 % of the preferred stock dividend distributions per share were taxable as ordinary income.

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

Financial Statements

LONG-TERM STOCK INCENTIVE PLAN

11 unchanged sentences

This cost is expected to be recognized over a weighted average period of 1.79 years.

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

Financial Statements

INTEREST INCOME AND INTEREST EXPENSE

18 unchanged sentences

The following table presents the components of the Company’s interest income and interest expense for the years ended December 31, 2025, 2024 and 2023.

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

Financial Statements

For the Years Ended December 31,

2 unchanged sentences

Agency securities $ 3,725,346 $ 3,205,862 $ 2,740,320

$ 3,205,862 $ 2,740,320 $ 2,144,696

Residential credit securities 143,996 203,758 225,266

10 unchanged sentences

Treasury securities sold, not yet purchased 103,778 88,235 11,497

Other — — 18,952

Total interest expense 4,823,705 4,592,238 3,842,965

1 unchanged sentence

(1) Includes assets transferred or pledged to securitization vehicles.

(2) Includes corporate debt.

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

Financial Statements

NET INCOME (LOSS) PER COMMON SHARE

14 unchanged sentences

Diluted $ 2.92 $ 1.62 $ ( 3.61 )

The computations of diluted net income (loss) per share available (related) to common share for the years ended December 31, 2023 and 2022 exclude 1.9 million and 0.7 million, respectively, of potentially dilutive restricted stock units and performance stock units because their effect would have been anti-dilutive.

There were no potentially dilutive restricted stock units or performance stock units for the year ended December 31, 2024.

The computations of diluted net income (loss) per share available (related) to common share for the year ended December 31, 2023 excludes 1.9 million shares of potentially dilutive restricted stock units and performance stock units because their effect would have been anti-dilutive.

There were no potentially dilutive restricted stock units or performance stock units for the years ended December 31, 2025 and 2024.

For the year ended December 31, 2025, the Company was qualified to be taxed as a REIT under Code Sections 856 through 860.

6 unchanged sentences

As such, each of these TRSs is taxable as a domestic C corporation and subject to federal, state and local income taxes based upon their taxable income.

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

Financial Statements

The provisions of ASC 740, Income Taxes (“ASC 740”), clarify the accounting for uncertainty in income taxes recognized in financial statements and prescribe a recognition threshold and measurement attribute for uncertain tax positions taken or expected to be taken on a tax return.

ASC 740 also requires that interest and penalties related to unrecognized tax benefits be recognized in the financial statements.

The Company does not have any unrecognized tax benefits that would affect its financial position.

As of December 31, 2025, the Company does not have any unrecognized tax benefits that would affect its financial position.

Thus, no accruals for penalties and interest were deemed necessary at December 31, 2025 and 2024.

5 unchanged sentences

Income tax expense (benefit) consists of the following:

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

Financial Statements

For the Years Ended

11 unchanged sentences

The difference between the Company's reported income tax provision and the U.S.

federal statutory rate of 21.0% and state income tax rates is as follows:

federal statutory rate of 21.0 % is as follows:

For the Year Ended

December 31, 2025

(dollars in thousands) Percent

Statutory federal income tax rate $ 429,277 21.0 %

Non-taxable REIT income ( 396,950 ) ( 19.4 %)

State and local taxes, net of federal income tax effect (1)

( 3,509 ) ( 0.2 %)

VIE and Other ( 35,688 ) ( 1.7 %)

Change in valuation allowance — — %

Total provision $ ( 6,870 ) ( 0.3 %)

(1) State and local taxes in New York made up the majority (greater than 50%) of the tax effect in this category.

For the Years Ended

December 31, 2024 December 31, 2023 December 31, 2022

December 31, 2024 December 31, 2023

Statutory federal income tax rate 21.0 % 21.0 %

4 unchanged sentences

Total provision 1.5 % ( 2.5 %)

As of December 31, 2024, the Company recorded a net deferred tax asset of $ 62.9 million resulting primarily from loss carryforwards, securitization gains and unrealized losses on swaps, and a net deferred tax liability of $ 131.9 million resulting primarily from unrealized gains on MSR, which is included in Other assets and Other liabilities, respectively, in the Consolidated Statements of Financial Condition.

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

Financial Statements

During the year ended December 31, 2025, the Company paid $ 0.7 million of income taxes (net of refunds).

Income taxes paid (net of refunds) consists of the following:

For the Year Ended

December 31, 2025

(dollars in thousands)

State and local 492

Total income taxes paid (net of refunds) $ 675

As of December 31, 2025, the Company recorded a net deferred tax asset of $ 89.2 million resulting primarily from net operating loss carryforwards and securitization gains, and a net deferred tax liability of $ 151.3 million resulting primarily from unrealized gains on MSR, residential mortgage loans, and interest rate swaps, which is included in Other assets and Other liabilities, respectively, in the Consolidated Statements of Financial Condition.

As of December 31, 2025, no valuation allowance was established.

6 unchanged sentences

Comprehensive income is the measure of segment profit or loss that is determined in accordance with the measurement principles used in measuring the corresponding amounts in the consolidated financial statements and is a key determinant of the Company’s economic return (computed as the change in stockholders’ equity attributable to common stockholders plus common stock dividends declared divided by the prior period’s stockholders’ equity attributable to common stockholders), a measure which is used by the CODM to evaluate segment results and is one of the factors considered in determining capital allocation among the segments.

The following tables present the reportable operating segments related to the Company’s results of operations for the years ended December 31, 2025, 2024 and 2023:

ANNALY CAPITAL MANAGEMENT, INC.

1 unchanged sentence

Financial Statements

The following tables present the results of operations of the Company’s reportable operating segments for the years ended December 31, 2024, 2023 and 2022:

December 31, 2025

118 unchanged sentences

LEASE COMMITMENTS AND CONTINGENCIES

The Company’s operating leases are primarily comprised of corporate office leases with remaining lease terms of approximately three years and seventeen years .

The Company’s operating leases are primarily comprised of corporate office leases with remaining lease terms of approximately two years and sixteen years .

The corporate office leases include options to extend for up to five years , however the extension terms were not included in the operating lease liability calculation.

1 unchanged sentence

The Company recognizes lease expense for these leases on a straight-line basis over the lease term.

The lease cost for the year ended December 31, 2024 was $ 3.3 million.

The lease cost for the years ended December 31, 2025, 2024 and 2023 were $ 5.1 million, $ 3.3 million, and $ 3.3 million, respectively.

ANNALY CAPITAL MANAGEMENT, INC.

25 unchanged sentences

SUBSEQUENT EVENTS

In January 2025, the Company completed and closed one securitization of residential mortgage loans, OBX 2025-NQM1, with a face value of $ 618.4 million.

In February 2025, the Company completed and closed one securitization of residential mortgage loans, OBX 2025-NQM2, with a face value of $ 719.2 million.

In January 2026, the Company completed and closed two securitizations of residential mortgage loans, OBX 2026-NQM1, with a face value of $ 847.2 million, and OBX 2026-NQM2, with a face value of $ 809.1 million.

These securitizations represent financing transactions which provided non-recourse financing to the Company collateralized by residential mortgage loans purchased by the Company.

In January 2025, the Company upsized capacity of an existing credit facility by $ 250 million for the Company’s MSR platform and closed a $ 300 million credit facility for the Company’s residential mortgage loans.

Additionally, the Company upsized capacity of an existing credit facility by $ 100 million for the Company’s residential mortgage loans.

In February 2026, the Company completed and closed one securitization of residential mortgage loans OBX 2026-J1, with a face value of $ 362.1 million.

This securitization represents a financing transaction which provided non-recourse financing to the Company collateralized by residential mortgage loans purchased by the Company.

Additionally, the Company upsized capacity of existing credit facilities for the Company’s MSR platform and for the Company’s residential mortgage loans by $ 100 million and $ 100 million, respectively.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

8 unchanged sentences

(Principal Financial Officer and Principal Accounting Officer) February 12, 2026

/s/ Francine J.

Director February 13, 2025

/s/ Thomas Edward Hamilton

Thomas Edward Hamilton

Director February 13, 2025

Director, Chair of the Board February 12, 2026

/s/ Kathy Hopinkah Hannan

1 unchanged sentence

Director February 12, 2026

/s/ Michael E.

Director, Chair of the Board February 13, 2025

/s/ Martin Laguerre

6 unchanged sentences

Director February 12, 2026

Director February 13, 2025

/s/ Scott Wede

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures