Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Our management, including our Chief Executive Officer (the CEO) and Chief Financial Officer (the CFO), reviewed and evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act) as of the end of the period covered by this report. Based on that review and evaluation, the CEO and CFO have concluded that our current disclosure controls and procedures, as designed, (1) were effective in ensuring that information required to be disclosed by Annaly in reports it files or submits under the Securities Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure and (2) were effective in ensuring that information required to be disclosed by Annaly in reports it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.
There have been no changes in our internal controls over financial reporting that occurred during the three months ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.
Management’s Annual Report On Internal Control Over Financial Reporting
Management of Annaly is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) or 15d-15(f) under the Securities Exchange Act. Our internal control over financial reporting is a process designed by, or under the supervision of, Annaly’s CEO and CFO and effected by the Annaly’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
• 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; and
• 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.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. As a result, even systems determined to be effective can provide only reasonable assurance regarding the preparation and presentation of financial statements. Moreover, projections of any evaluation of effectiveness to future periods are subject to the
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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
risks that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Annaly’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. 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 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.
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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Annaly Capital Management, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Annaly Capital Management, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Annaly Capital Management, Inc. 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 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
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report On Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) 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 the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
New York, New York
February 12, 2026
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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
ITEM 9B. OTHER INFORMATION
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
David L. 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
198,223
Serena Wolfe ,
Chief Financial Officer
November 4, 2025 February 17, 2026 – March 13, 2026
May 4, 2026 – June 17, 2026
33,073
Steven F. Campbell , President and Chief Operating Officer
November 3, 2025 February 17, 2026 – June 3, 2026
54,716
.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by Item 10 as to our directors is incorporated herein by reference to the proxy statement to be filed with the SEC within 120 days after December 31, 2025. The information regarding our executive officers required by Item 10 appears in Part I of this Form 10-K. The information required by Item 10 as to our compliance with Section 16(a) of the Securities Exchange Act of 1934 is incorporated by reference to the proxy statement to be filed with the SEC within 120 days after December 31, 2025.
We have adopted a Code of Business Conduct and Ethics within the meaning of Item 406(b) of Regulation S-K. This Code of Business Conduct and Ethics applies to our principal executive officer, principal financial officer and principal accounting officer. This Code of Business Conduct and Ethics is publicly available on our website at www.annaly.com. We intend to satisfy the disclosure requirements regarding amendments to, or waivers from, certain provisions of this Code of Business Conduct and Ethics by posting on our website.
We have adopted an Insider Trading Policy within the meaning of Item 408(b) of Regulation S-K, which prohibits our directors, officers and employees, as well as those of our subsidiaries, from buying or selling our securities on the basis of material nonpublic information and prohibits communicating material nonpublic information about our company to others, and that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as NYSE listing standards. Our Insider Trading Policy prohibits our directors, officers and employees from (1) holding our stock in a margin account as eligible collateral, or otherwise pledging our stock as collateral for a loan, or (2) engaging in any hedging transactions with respect to our equity securities held by them.
The information regarding certain matters pertaining to our corporate governance required by Items 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is incorporated by reference to the Proxy Statement to be filed with the SEC within 120 days after December 31, 2025.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated herein by reference to the proxy statement to be filed with the SEC within 120 days after December 31, 2025.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Equity Compensation Plan Information
On May 20, 2020, at our 2020 Annual Meeting of Stockholders, our stockholders approved the 2020 Equity Incentive Plan. The 2020 Equity Incentive Plan authorizes us to grant options, stock appreciation rights, dividend equivalent rights, or other share-based awards, including restricted shares up to an aggregate of 31,250,000 shares, subject to adjustments for any awards that were outstanding under our 2010 Equity Incentive Plan (the “Prior Incentive Plan,” together with the 2020 Equity Incentive Plan, the “Incentive Plans”) on the effective date of the 2020 Equity Incentive Plan and subsequently expire, terminate, or are surrendered or forfeited.
Since the adoption of the 2020 Equity Incentive Plan, no further awards have been made under the Prior Incentive Plan, although existing awards remained effective.
The following table provides information as of December 31, 2025 concerning shares of our common stock authorized for issuance under the Incentive Plans.
96
(a) (b) (c)
Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under the Incentive Plans (excluding securities in column ‘a’)
Equity compensation plans approved by security holders — $ — 24,203,367
Equity compensation plans not approved by security holders — — —
Total — $ — 24,203,367
Information with respect to security ownership of certain beneficial owners and management is incorporated herein by reference to the proxy statement to be filed with the SEC within 120 days after December 31, 2025.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by Item 13 is incorporated herein by reference to the proxy statement to be filed with the SEC within 120 days after December 31, 2025.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by Item 14 is incorporated herein by reference to the proxy statement to be filed with the SEC within 120 days after December 31, 2025.
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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this report:
1. Financial Statements. See Index to Financial Statements below.
2. Schedules to Financial Statements. See Index to Financial Statements below
All financial statement schedules not included have been omitted because they are either inapplicable or the information required is provided in our Financial Statements and Notes thereto.
3. Exhibits. See Exhibit Index below.
EXHIBIT INDEX
Exhibit Number Exhibit Description
3.1
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).
3.2
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).
4.1
Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-11 (Registration No. 333-32913) filed September 17, 1997).
4.2
Specimen Preferred Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-3 (Registration No. 333-74618) filed on December 5, 2001).
4.3
Specimen Series F Preferred Stock Certificate (incorporated by reference to Exhibit 4.8 to the Registrant’s Registration Statement on Form 8-A filed July 27, 2017).
4.4
Specimen Series G Preferred Stock Certificate (incorporated by reference to Exhibit 4.9 to the Registrant’s Registration Statement on Form 8-A filed January 10, 2018).
4.5
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).
4.6
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).
4.7
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).
4.8
Indenture, dated as of February 1, 2019, between the Registrant and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.7 to the Registrant’s Current Report on Form S-3 filed February 1, 2019).
4.9
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).
4.10
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).
4.11
Description of Securities. †
10.1
Form of Master Repurchase Agreement (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-11 (Registration No. 333-32913) filed August 5, 1997).
10.2
Registrant’s Deferred Compensation Plan for Directors (incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K filed February 23, 2017).*
10.3
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).
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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
10.4
2020 Equity Incentive Plan (incorporated herein by reference to Annex A to the Registrant’s proxy statement dated April 8, 2020).*
10.5
Form of Deferred Stock Unit Award for Directors (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed May 21, 2020).*
10.6
Annaly Capital Management, Inc. Executive Severance Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed July 1, 2020).*
10.7
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).*
10.8
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).*
10.9
Retirement and Transition Agreement among the Registrant and Anthony C. Green dated December 29, 2025.*†
19.1
Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant's Annual Report on Form 10-K filed February 15, 2024).
21.1
Subsidiaries of Registrant. †
23.1
Consent of Ernst & Young LLP. †
97.1
Dodd-Frank Clawback Policy (incorporated by reference to Exhibit 97.1 to the Registrant's Annual Report on Form 10-K filed February 15, 2024).
31.1
Certification of David L. 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. †
31.2
Certification of Serena Wolfe, Chief Financial Officer (Principal Financial 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. †
32.1
Certification of David L. 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. †
32.2
Certification of Serena Wolfe, Chief Financial Officer (Principal Financial 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. †
101.INS XBRL The instance document does not appear in the interactive data file because its Extensible Business Reporting Language (XBRL) tags are embedded within the Inline XBRL document. The following documents are formatted in Inline XBRL: (i) Consolidated Statements of Financial Condition at December 31, 2025 and 2024; (ii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024 and 2023; (iii) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023; and (v) Notes to Consolidated Financial Statements.
101.SCH XBRL Taxonomy Extension Schema Document †
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document †
101.DEF XBRL Additional Taxonomy Extension Definition Linkbase Document Created†
101.LAB XBRL Taxonomy Extension Label Linkbase Document †
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document †
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, and 10.9 are management contracts or compensatory plans required to be filed as Exhibits to this Form 10-K.
† Submitted electronically herewith.
ITEM 16. FORM 10-K SUMMARY
None.
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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
Financial Statements Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
F- 1
Consolidated Financial Statements as of December 31, 2025 and 2024 and for the Years Ended December 31, 2025, 2024 and 2023
Consolidated Statements of Financial Condition
F- 3
Consolidated Statements of Comprehensive Income (Loss)
F- 4
Consolidated Statements of Stockholders’ Equity
F- 5
Consolidated Statements of Cash Flows
F- 6
Notes To Consolidated Financial Statements
Note 1.
Description of Business
F- 7
Note 2.
Basis of Presentation
F- 7
Note 3.
Significant Accounting Policies
F- 7
Note 4.
Financial Instruments
F- 10
Note 5.
Securities
F- 10
Note 6.
Loans
F- 14
Note 7.
Mortgage Servicing Rights
F- 15
Note 8.
Variable Interest Entities
F- 16
Note 9 .
Derivative Instruments
F- 18
Note 1 0 .
Fair Value Measurements
F- 23
Note 1 1 .
Intangible Assets
F- 25
Note 1 2 .
Secured Financing
F- 26
Note 1 3 .
Capital Stock
F- 27
Note 1 4 .
Long-Term Stock Incentive Plan
F- 30
Note 1 5 .
Interest Income and Interest Expense
F- 30
Note 1 6 .
Net Income (Loss) Per Common Share
F- 31
Note 1 7 .
Income Taxes
F- 31
Note 1 8 .
Segments
F- 33
Note 19 .
Risk Management
F- 37
Note 2 0 .
Lease Commitments and Con tingencies
F- 37
Note 2 1 .
Subsequent Events
F- 38
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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
Financial Statements
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Annaly Capital Management, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial condition of Annaly Capital Management, Inc. and subsidiaries (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 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 12, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.
F-1
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
Financial Statements
Valuation of mortgage servicing rights
Description of
the Matter The Company invests in servicing related assets comprised of mortgage servicing rights (“MSR”) totaling $3.6 billion as of December 31, 2025 as included in Note 7 to the consolidated financial statements. The Company records MSR at fair value on a recurring basis with changes in fair value recognized in the statement of comprehensive income (loss). These fair value estimates are based on valuation techniques used to estimate future cash flows that incorporate unobservable assumptions, including discount rate, prepayment rate, delinquency rate and cost to service.
Auditing the valuation of MSR is complex and required the use of a specialist due to the high degree of judgement in the assumptions made by management which are unobservable in nature. Additionally, selecting and applying audit procedures to address the estimation uncertainty involves auditor subjectivity and industry-specific knowledge of MSR, including the current market conditions considered by a market participant.
How We
Addressed the
Matter in Our
Audit We obtained an understanding, evaluated and tested the Company’s processes and the design and operating effectiveness of internal controls addressing the valuation of MSR, comprising management’s governance over the functionality of the discounted cash flow model utilized to estimate fair value; management’s review of the reasonableness of the unobservable assumptions used in the discounted cash flow model (i.e., discount rate, prepayment rate, delinquency rate and cost to service); management’s comparison of the assumptions used to independent third-party data; and management’s evaluation of the internal fair value mark to third-party management specialists’ ranges, as well as their evaluation of the competence and objectivity of those third-party management specialists, to assess the reasonableness of the fair values developed by the Company.
To test the valuation of MSR, our audit procedures included, among others, evaluating the Company’s valuation techniques used to estimate future cash flows, validating the accuracy and completeness of model objective inputs by agreeing these inputs to the Company’s underlying records and third-party data, evaluating the Company’s model, and testing the significant unobservable assumptions used by management by comparing them to current industry, market and economic trends. We involved our valuation specialists to assist in our evaluation of the Company’s valuation techniques and the assumptions used by management, and to independently develop a range of fair values for the MSR. We compared the assumptions made by management and management’s estimate of fair value to the assumptions and fair value ranges developed by third-party management specialists and our independent ranges to assess management’s estimates of fair value. We also assessed the competence and objectivity of third-party management specialists engaged to evaluate the reasonableness of the fair values developed by the Company.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2012.
New York, New York
February 12, 2026
F-2
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
Financial Statements
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(dollars in thousands, except per share data)
December 31, December 31,
2025 2024
Assets
Cash and cash equivalents (includes pledged assets of $ 1,683,059 and $ 1,202,880 , respectively) (1)
$ 2,037,838 $ 1,488,027
Securities (includes pledged assets of $ 82,809,634 and $ 67,692,062 , respectively) (2)
91,287,630 69,756,447
Loans, net (includes pledged assets of $ 4,590,517 and $ 2,754,028 , respectively) (3)
5,020,784 3,546,902
Mortgage servicing rights (includes pledged assets of $ 3,541,414 and $ 2,460,252 , respectively)
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
Principal and interest receivable 926,660 1,069,038
Intangible assets, net 6,726 9,416
Other assets 437,323 377,434
Total assets $ 135,609,838 $ 103,556,384
Liabilities and stockholders’ equity
Liabilities
Repurchase agreements $ 81,865,723 $ 65,688,923
Other secured financing 1,075,000 750,000
Debt issued by securitization vehicles 28,918,753 19,540,678
Participations issued 1,932,655 1,154,816
U.S. Treasury securities sold, not yet purchased 2,396,724 2,470,629
Derivative liabilities 53,755 59,586
Payable for unsettled trades 2,059,386 308,282
Interest payable 380,688 268,317
Dividends payable 494,881 375,932
Other liabilities 272,362 242,269
Total liabilities 119,449,927 90,859,432
Stockholders’ equity
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, 1,456,750,000 and 1,468,250,000 authorized, 706,972,452 and 578,357,118 issued and outstanding, respectively
7,070 5,784
Additional paid-in capital 27,927,113 25,257,716
Accumulated other comprehensive income (loss) ( 488,566 ) ( 1,017,682 )
Accumulated deficit ( 13,157,325 ) ( 13,173,146 )
Total stockholders’ equity 16,090,772 12,609,241
Noncontrolling interests 69,139 87,711
Total equity 16,159,911 12,696,952
Total liabilities and equity $ 135,609,838 $ 103,556,384
(1) Includes cash of consolidated Variable Interest Entities (“VIEs”) of $ 4.1 million and $ 2.8 million at December 31, 2025 and 2024, respectively.
(2) Excludes $ 3.1 billion and $ 2.2 billion at December 31, 2025 and 2024, respectively, of non-Agency mortgage-backed securities in consolidated VIEs pledged as collateral and eliminated from the Company’s Consolidated Statements of Financial Condition.
(3) Includes $ 37.1 million and $ 10.0 million of residential mortgage loans held for sale at December 31, 2025 and 2024, respectively.
See notes to consolidated financial statements.
F-3
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
Financial Statements
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(dollars in thousands, except per share data)
For The Years Ended December 31,
2025 2024 2023
Net interest income
Interest income $ 5,959,205 $ 4,840,034 $ 3,731,581
Interest expense 4,823,705 4,592,238 3,842,965
Net interest income 1,135,500 247,796 ( 111,384 )
Net servicing income
Servicing and related income 579,592 485,406 364,157
Servicing and related expense 60,273 49,469 37,652
Net servicing income 519,319 435,937 326,505
Other income (loss)
Net gains (losses) on investments and other 1,745,670 ( 1,849,585 ) ( 2,125,618 )
Net gains (losses) on derivatives ( 1,207,161 ) 2,269,301 400,092
Loan loss (provision) reversal — — 219
Other, net 51,121 94,935 73,716
Total other income (loss) 589,630 514,651 ( 1,651,591 )
General and administrative expenses
Compensation expense 151,552 130,403 119,592
Other general and administrative expenses 48,077 40,953 42,961
Total general and administrative expenses 199,629 171,356 162,553
Income (loss) before income taxes 2,044,820 1,027,028 ( 1,599,023 )
Income taxes ( 6,870 ) 15,260 39,434
Net income (loss) 2,051,690 1,011,768 ( 1,638,457 )
Net income (loss) attributable to noncontrolling interests 24,428 9,862 4,714
Net income (loss) attributable to Annaly 2,027,262 1,001,906 ( 1,643,171 )
Dividends on preferred stock 157,931 154,551 141,676
Net income (loss) available (related) to common stockholders $ 1,869,331 $ 847,355 $ ( 1,784,847 )
Net income (loss) per share available (related) to common stockholders
Basic $ 2.92 $ 1.62 $ ( 3.61 )
Diluted $ 2.92 $ 1.62 $ ( 3.61 )
Weighted average number of common shares outstanding
Basic 639,513,399 521,737,554 494,541,323
Diluted 641,042,741 522,747,610 494,541,323
Other comprehensive income (loss)
Net income (loss) $ 2,051,690 $ 1,011,768 $ ( 1,638,457 )
Unrealized gains (losses) on available-for-sale securities 386,709 ( 244,278 ) 580,680
Reclassification adjustment for net (gains) losses included in net income (loss) 142,407 561,996 1,792,816
Other comprehensive income (loss) 529,116 317,718 2,373,496
Comprehensive income (loss) 2,580,806 1,329,486 735,039
Comprehensive income (loss) attributable to noncontrolling interests 24,428 9,862 4,714
Comprehensive income (loss) attributable to Annaly 2,556,378 1,319,624 730,325
Dividends on preferred stock 157,931 154,551 141,676
Comprehensive income (loss) attributable to common stockholders $ 2,398,447 $ 1,165,073 $ 588,649
See notes to consolidated financial statements.
F-4
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
Financial Statements
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(dollars in thousands)
For The Years Ended December 31,
2025 2024 2023
Preferred stock
Beginning of period
$ 1,536,569 $ 1,536,569 $ 1,536,569
Issuance
$ 265,911 $ — $ —
End of period $ 1,802,480 $ 1,536,569 $ 1,536,569
Common stock
Beginning of period
$ 5,784 $ 5,001 $ 4,683
Issuance
1,280 780 315
Stock-based award activity 6 3 3
End of period $ 7,070 $ 5,784 $ 5,001
Additional paid-in capital
Beginning of period
$ 25,257,716 $ 23,672,391 $ 22,981,320
Issuance
2,643,380 1,557,536 673,378
Stock-based award activity 26,017 27,789 17,693
End of period $ 27,927,113 $ 25,257,716 $ 23,672,391
Accumulated other comprehensive income (loss)
Beginning of period
$ ( 1,017,682 ) $ ( 1,335,400 ) $ ( 3,708,896 )
Unrealized gains (losses) on available-for-sale securities
386,709 ( 244,278 ) 580,680
Reclassification adjustment for net (gains) losses included in net income (loss) 142,407 561,996 1,792,816
End of period $ ( 488,566 ) $ ( 1,017,682 ) $ ( 1,335,400 )
Accumulated deficit
Beginning of period $ ( 13,173,146 ) $ ( 12,622,768 ) $ ( 9,543,233 )
Net income (loss) attributable to Annaly
2,027,262 1,001,906 ( 1,643,171 )
Dividends declared on preferred stock (1)
( 157,931 ) ( 154,551 ) ( 141,676 )
Dividends and dividend equivalents declared on common stock and stock-based awards (1)
( 1,853,510 ) ( 1,397,733 ) ( 1,294,688 )
End of period $ ( 13,157,325 ) $ ( 13,173,146 ) $ ( 12,622,768 )
Total stockholder’s equity $ 16,090,772 $ 12,609,241 $ 11,255,793
Noncontrolling interests
Beginning of period
$ 87,711 $ 89,298 $ 98,983
Net income (loss) attributable to noncontrolling interests
24,428 9,862 4,714
Equity contributions from (distributions to) noncontrolling interests
( 43,000 ) ( 11,449 ) ( 14,399 )
End of period $ 69,139 $ 87,711 $ 89,298
Total equity $ 16,159,911 $ 12,696,952 $ 11,345,091
(1) Refer to the “Capital Stock” Note for dividends per share for each class of shares.
See notes to consolidated financial statements.
F-5
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
Financial Statements
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
For The Years Ended December 31,
2025 2024 2023
Cash flows from operating activities
Net income (loss) $ 2,051,690 $ 1,011,768 $ ( 1,638,457 )
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Amortization of premiums and discounts of investments, net 246,644 113,040 185,728
Amortization of securitized debt premiums and discounts and deferred financing costs ( 35,246 ) 3,579 13,824
Depreciation, amortization and other noncash expenses 34,036 30,356 24,806
Net (gains) losses on investments and derivatives 177,971 783,191 3,310,579
Income (loss) from unconsolidated joint ventures 12,953 ( 5,790 ) 10,270
Loan loss provision (reversal) — — ( 219 )
Payments on purchases of loans held for sale ( 262,294 ) ( 58,306 ) —
Proceeds from sales and repayments of loans held for sale 235,102 48,951 1,577
Proceeds from U.S. Treasury securities 7,268,860 8,613,104 2,015,608
Payments on U.S. Treasury securities ( 7,439,550 ) ( 8,156,998 ) —
Net receipts (payments) on derivatives ( 1,822,026 ) 779,334 ( 862,032 )
Net change in
Other assets ( 31,637 ) ( 61,883 ) ( 136,804 )
Interest receivable 138,326 154,651 ( 585,817 )
Interest payable 112,371 ( 19,620 ) ( 37,343 )
Other liabilities 5,711 75,282 65,483
Net cash provided by (used in) operating activities 692,911 3,310,659 2,367,203
Cash flows from investing activities
Payments on purchases of securities ( 40,746,554 ) ( 32,213,640 ) ( 41,036,338 )
Proceeds from sales of securities 17,171,775 21,106,379 31,259,983
Principal payments on securities 8,342,418 6,834,322 6,153,217
Payments on purchases and origination of loans ( 18,647,865 ) ( 13,239,286 ) ( 5,503,696 )
Proceeds from sales of loans 1,349,790 686,062 21,242
Principal payments on loans 6,108,625 2,612,778 1,086,508
Payments on purchases of MSR ( 882,834 ) ( 863,117 ) ( 396,806 )
Proceeds from sales of MSR 1,871 66,269 —
Payments on purchases of interests in MSR ( 32,240 ) — —
Proceeds from reverse repurchase agreements 636,212,211 609,316,231 128,615,235
Payments on reverse repurchase agreements ( 636,246,600 ) ( 609,316,231 ) ( 128,615,235 )
Distributions in excess of cumulative earnings from unconsolidated joint ventures 6,669 25,403 —
Net cash provided by (used in) investing activities ( 27,362,734 ) ( 14,984,830 ) ( 8,415,890 )
Cash flows from financing activities
Proceeds from repurchase agreements and other secured financing 7,237,347,672 6,004,596,943 5,351,050,481
Payments on repurchase agreements and other secured financing ( 7,220,845,591 ) ( 6,000,859,559 ) ( 5,348,111,535 )
Proceeds from issuances of securitized debt 14,589,254 10,330,083 4,480,804
Principal payments on securitized debt ( 5,068,806 ) ( 2,394,166 ) ( 944,163 )
Payments on purchases of securitized debt ( 485,604 ) — ( 2,504 )
Payment of deferred financing cost ( 13,893 ) ( 4,259 ) ( 4,012 )
Proceeds from participations issued 7,804,644 4,135,190 2,007,464
Payments on repurchases of participations issued ( 6,990,309 ) ( 4,055,490 ) ( 1,674,650 )
Principal payments on participations issued ( 88,890 ) ( 45,722 ) ( 52,635 )
Net contributions (distributions) from (to) noncontrolling interests ( 43,000 ) ( 11,449 ) ( 14,399 )
Net proceeds from stock offerings, direct purchases and dividend reinvestments 2,910,571 1,558,316 673,693
Settlement of stock-based awards in satisfaction of withholding tax requirements ( 14,177 ) ( 6,157 ) ( 6,661 )
Dividends paid ( 1,882,237 ) ( 1,493,680 ) ( 1,517,762 )
Net cash provided by (used in) financing activities 27,219,634 11,750,050 5,884,121
Net (decrease) increase in cash and cash equivalents 549,811 75,879 ( 164,566 )
Cash and cash equivalents including cash pledged as collateral, beginning of period 1,488,027 1,412,148 1,576,714
Cash and cash equivalents including cash pledged as collateral, end of period $ 2,037,838 $ 1,488,027 $ 1,412,148
Supplemental disclosure of cash flow information
Interest received $ 4,302,067 $ 3,782,985 $ 3,278,519
Interest paid (excluding interest paid on interest rate swaps) $ 3,445,916 $ 3,831,509 $ 3,551,873
Net interest received (paid) on interest rate swaps $ 1,129,717 $ 1,649,965 $ 1,306,551
Taxes received (paid) $ 1,200 $ ( 1,688 ) $ 1,104
Noncash investing and financing activities
Receivable for unsettled trades $ 1,031 $ 2,201,447 $ 2,710,224
Payable for unsettled trades $ 2,059,386 $ 308,282 $ 3,249,389
Net change in unrealized gains (losses) on available-for-sale securities, net of reclassification adjustment $ 529,116 $ 317,718 $ 2,373,496
Dividends declared, not yet paid $ 494,881 $ 375,932 $ 325,052
See notes to consolidated financial statements.
F-6
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
Financial Statements
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED December 31, 2025, 2024 and 2023
________________________________________________________________________________________________________________________________
1. DESCRIPTION OF BUSINESS
Annaly Capital Management, Inc. (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 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”). The Company’s principal business objective is to generate net income for distribution to its stockholders and optimize its returns through prudent management of its diversified investment strategies.
Annaly is an internally-managed company that has elected to be taxed as a Real Estate Investment Trust (“REIT”) as defined under the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder (the “Code”).
The Company’s three investment groups are primarily comprised of the following:
Investment Groups Description
Annaly Agency Group Invests in Agency mortgage-backed securities (“MBS”) collateralized by residential mortgages which are guaranteed by Fannie Mae, Freddie Mac or Ginnie Mae and complementary investments within the Agency market, including Agency commercial MBS.
Annaly Residential Credit Group Invests primarily in non-Agency residential whole loans and securitized products within the residential and commercial markets.
Annaly Mortgage Servicing Rights Group Invests in mortgage servicing rights (“MSR”), which provide the right to service residential mortgage loans in exchange for a portion of the interest payments made on the loans.
2. BASIS OF PRESENTATION
The accompanying consolidated financial statements and related notes of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”).
The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported balance sheet amounts and/or disclosures at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.
3. SIGNIFICANT ACCOUNTING POLICIES
The Company’s significant accounting policies are described below or are included elsewhere in these notes to the consolidated financial statements.
Principles of Consolidation – The consolidated financial statements include the accounts of the entities where the Company has a controlling financial interest. In order to determine whether the Company has a controlling financial interest, it first evaluates whether an entity is a voting interest entity (“VOE”) or a variable interest entity (“VIE”). All intercompany balances and transactions have been eliminated in consolidation.
Voting Interest Entities – A VOE is an entity that has sufficient equity and in which equity investors have a controlling financial interest. The Company consolidates VOEs where it has a majority of the voting equity of such VOE.
Variable Interest Entities – A VIE is defined as an entity in which equity investors (i) do not have the characteristics of a controlling financial interest, and/or (ii) do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. A VIE is required to be consolidated by its primary beneficiary, which is defined as the party that has both (i) the power to control the activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.
The Company performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE causes the Company’s consolidation conclusion to change. Refer to the “Variable Interest Entities” Note for further information.
F-7
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
Financial Statements
Equity Method Investments - For entities that are not consolidated, but where the Company has significant influence over the operating or financial decisions of the entity, the Company accounts for the investment under the equity method of accounting. In accordance with the equity method of accounting, the Company will recognize its share of earnings or losses of the investee in the period in which they are reported by the investee. The Company also considers whether there are any indicators of other-than-temporary impairment of joint ventures accounted for under the equity method. These investments are included in Other assets with income or loss included in Other, net.
Cash and Cash Equivalents – Cash and cash equivalents include cash on hand, cash held in money market funds on an overnight basis and cash pledged as collateral with counterparties. Cash deposited with clearing organizations is carried at cost, which approximates fair value. Cash and securities deposited with clearing organizations and collateral held in the form of cash on margin with counterparties to the Company’s interest rate swaps and other derivatives totaled $ 1.7 billion and $ 1.2 billion at December 31, 2025 and December 31, 2024, respectively.
Fair Value Measurements and the Fair Value Option – The Company reports various investments at fair value, including certain eligible financial instruments elected to be accounted for under the fair value option (“FVO”). The Company chooses to elect the FVO in order to simplify the accounting treatment for certain financial instruments. Items for which the FVO has been elected are presented at fair value in the Consolidated Statements of Financial Condition and any change in fair value is recorded in Net gains (losses) on investments and other in the Consolidated Statements of Comprehensive Income (Loss). For additional information regarding financial instruments for which the Company has elected the FVO refer to the table in the “Financial Instruments” Note.
Refer to the “Fair Value Measurements” Note for a complete discussion on the methodology utilized by the Company to estimate the fair value of certain financial instruments.
Offsetting Assets and Liabilities - The Company elected to present all derivative instruments on a gross basis as discussed in the “Derivative Instruments” Note. Reverse repurchase and repurchase agreements are presented net in the Consolidated Statements of Financial Condition if they meet the offsetting criteria. Refer to the “Secured Financing” Note for further discussion on reverse repurchase and repurchase agreements.
Derivative Instruments – Derivatives are recognized as either assets or liabilities at fair value 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 derivatives. None of the Company’s derivative transactions have been designated as hedging instruments for accounting purposes. Refer to the “Derivative Instruments” Note for further discussion.
Stock-Based Compensation – The Company measures compensation expense for stock-based awards at fair value, which is generally based on the grant-date fair value of the Company’s common stock. Compensation expense is recognized ratably over the vesting or requisite service period of the award. Stock-based awards that contain market-based conditions are valued using a model.
Compensation expense for awards with performance conditions is recognized based on the probable outcome of the performance condition at each reporting date. Compensation expense for awards with market conditions is recognized irrespective of the probability of the market condition being achieved and is not reversed if the market condition is not met. Stock-based awards that do not require future service (i.e., vested awards) are expensed immediately. Forfeitures are recorded when they occur. The Company generally issues new shares of common stock upon delivery of stock-based awards.
Interest Income - The Company recognizes interest income primarily on Residential Securities (as defined in the “Securities” Note), residential mortgage loans, commercial investments and reverse repurchase agreements. Interest accrued but not received is recognized as Interest receivable in the Consolidated Statements of Financial Condition. Interest income is presented as a separate line item in the Consolidated Statements of Comprehensive Income (Loss).
For its securities, the Company recognizes coupon income, which is a component of interest income, based upon the outstanding principal amounts of the financial instruments and their contractual terms. In addition, the Company amortizes or accretes premiums or discounts into interest income for its Agency mortgage-backed securities (other than interest-only securities, multifamily and reverse mortgages), taking into account estimates of future principal prepayments in the calculation of the effective yield. The Company recalculates the effective yield as differences between anticipated and actual prepayments occur. Using third party model and market information to project future cash flows and expected remaining lives of securities, the effective interest rate determined for each security is applied as if it had been in place from the date of the security’s acquisition. The amortized cost of the security is then adjusted to the amount that would have existed had the new effective yield been applied since the acquisition date, which results in a cumulative premium amortization adjustment in each period. The adjustment to amortized cost is offset with a charge or credit to interest income. Changes in interest rates and other market factors will impact prepayment speed projections and the amount of premium amortization recognized in any given period.
F-8
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
Financial Statements
Premiums or discounts associated with the purchase of Agency interest-only securities, reverse mortgages and residential credit securities are amortized or accreted into interest income based upon current expected future cash flows with any adjustment to yield made on a prospective basis.
Premiums or discounts associated with the purchase of multifamily securities are amortized or accreted into interest income based upon their contractual payment terms. If a prepayment occurs, an adjustment is made to the unpaid principal balance and unamortized premium or discount in the current period and the original effective yield continues to be applied.
Premiums and discounts associated with the purchase of residential mortgage loans and with those transferred or pledged to securitization trusts are primarily amortized or accreted into interest income over their estimated remaining lives using the effective interest rates inherent in the estimated cash flows from the mortgage loans. Amortization of premiums and accretion of discounts are presented in Interest income in the Consolidated Statements of Comprehensive Income (Loss).
If collection of a loan’s principal or interest is in doubt or the loan is 90 days or more past due, interest income is not accrued. For nonaccrual status loans carried at fair value or held for sale, interest is not accrued but is recognized on a cash basis. For nonaccrual status loans carried at amortized cost, if collection of principal is not in doubt but collection of interest is in doubt, interest income is recognized on a cash basis. If collection of principal is in doubt, any interest received is applied against principal until collectability of the remaining balance is no longer in doubt; at that point, any interest income is recognized on a cash basis. Generally, a loan is returned to accrual status when the borrower has resumed paying the full amount of the scheduled contractual obligation, if all principal and interest amounts contractually due are reasonably assured of repayment within a reasonable period of time and there is a sustained period of repayment performance by the borrower.
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 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.
Refer to the “Interest Income and Interest Expense” Note for further discussion of interest income.
Income Taxes – The Company has elected to be taxed as a REIT and intends to comply with the provisions of the Code, with respect thereto. As a REIT, the Company will not incur federal income tax to the extent that it distributes its taxable income to its stockholders. The Company and certain of its direct and indirect subsidiaries have made separate joint elections to treat these subsidiaries as taxable REIT subsidiaries (“TRSs”). As such, each of these TRSs is taxable as a domestic C corporation and subject to federal, state and local income taxes based upon its taxable income. Refer to the “Income Taxes” Note for further discussion on income taxes.
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.
F-9
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
Financial Statements
4. FINANCIAL INSTRUMENTS
The following table presents characteristics for certain of the Company’s financial instruments at December 31, 2025 and 2024.
Financial Instruments (1)
Balance Sheet Line Item Type / Form Measurement Basis December 31, 2025 December 31, 2024
Assets (dollars in thousands)
Securities Agency mortgage-backed securities (2)
Fair value, with unrealized gains (losses) through other comprehensive income $ 6,462,112 $ 8,234,911
Securities Agency mortgage-backed securities (3)
Fair value, with unrealized gains (losses) through earnings 83,166,542 59,199,157
Securities Residential credit risk transfer securities Fair value, with unrealized gains (losses) through earnings 213,800 754,915
Securities Non-agency mortgage-backed securities Fair value, with unrealized gains (losses) through earnings 1,445,176 1,493,186
Securities Commercial real estate debt investments - CMBS Fair value, with unrealized gains (losses) through earnings — 74,278
Total securities 91,287,630 69,756,447
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 —
Liabilities
Repurchase agreements Repurchase agreements Amortized cost $ 81,865,723 $ 65,688,923
Other secured financing Loans Amortized cost 1,075,000 750,000
Debt issued by securitization vehicles Securities Fair value, with unrealized gains (losses) through earnings 28,918,753 19,540,678
Participations issued Participations issued Fair value, with unrealized gains (losses) through earnings 1,932,655 1,154,816
U.S. Treasury securities sold, not yet purchased Securities Fair value, with unrealized gains (losses) through earnings 2,396,724 2,470,629
(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.
(3) Includes interest-only securities and reverse mortgages and, effective July 1, 2022, newly purchased Agency pass-through, CMO and multifamily securities.
5. SECURITIES
The Company’s investments in securities include agency, credit risk transfer, non-agency and commercial mortgage-backed securities. 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, 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. Transactions for regular-way securities are recorded on trade date, including to-be-announced (“TBA”) securities that meet the regular-way securities scope exception from derivative accounting. Gains and losses on disposals of securities are recorded on trade date based on the specific identification method.
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
F-10
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
Financial Statements
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 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, multifamily or commercial 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”).
Agency mortgage-backed securities may include forward contracts for Agency mortgage-backed securities purchases or sales of a generic pool, on a to-be-announced basis. TBA securities without intent to accept delivery (“TBA derivatives”) are accounted for as derivatives as discussed in the “Derivative Instruments” Note.
CRT Securities - CRT securities are risk sharing instruments issued by Fannie Mae and Freddie Mac, and similarly structured transactions arranged by third party market participants. 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, 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.
Commercial Mortgage-Backed Securities (“Commercial Securities”) - The Company invests in Commercial Securities such as conduit, credit CMBS, single-asset single borrower and collateralized loan obligations.
The following table represents a rollforward of the activity for the Company’s securities for the year ended December 31, 2025:
Agency Securities Residential Credit Securities Commercial Securities Total
(dollars in thousands)
Beginning balance January 1, 2025
$ 67,434,068 $ 2,248,101 $ 74,278 $ 69,756,447
Purchases 41,824,080 654,123 — 42,478,203
Sales ( 14,533,982 ) ( 498,261 ) ( 41,814 ) ( 15,074,057 )
Principal paydowns ( 7,586,394 ) ( 716,902 ) ( 32,451 ) ( 8,335,747 )
(Amortization) / accretion ( 156,571 ) ( 7,065 ) ( 80 ) ( 163,716 )
Fair value adjustment 2,647,453 ( 21,020 ) 67 2,626,500
Ending balance December 31, 2025
$ 89,628,654 $ 1,658,976 $ — $ 91,287,630
F-11
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
Financial Statements
The following tables present the Company’s securities portfolio that were carried at their fair value at December 31, 2025 and 2024:
December 31, 2025
Principal /
Notional Remaining Premium Remaining Discount Amortized
Cost Unrealized
Gains Unrealized
Losses Estimated Fair Value
Agency (dollars in thousands)
Fixed-rate pass-through $ 81,291,560 $ 1,464,326 $ ( 1,120,301 ) $ 81,635,585 $ 1,055,907 $ ( 709,842 ) $ 81,981,650
Adjustable-rate pass-through 114,642 6,678 ( 32 ) 121,288 2,008 ( 4,244 ) 119,052
CMO 2,709 12 — 2,721 — ( 81 ) 2,640
Interest-only 5,266,587 683,108 — 683,108 28,590 ( 97,630 ) 614,068
Multifamily (1)
41,310,478 617,383 ( 11,385 ) 6,889,598 67,373 ( 45,727 ) 6,911,244
Total agency securities $ 127,985,976 $ 2,771,507 $ ( 1,131,718 ) $ 89,332,300 $ 1,153,878 $ ( 857,524 ) $ 89,628,654
Residential credit
Credit risk transfer $ 204,518 $ 42 $ ( 2,239 ) $ 202,321 $ 11,486 $ ( 7 ) $ 213,800
Non-QM 343,495 249 ( 2,514 ) 341,230 3,022 ( 8,100 ) 336,152
Prime (2)
2,294,631 31,005 ( 9,746 ) 111,526 3,497 ( 748 ) 114,275
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)
11,771,926 101,388 ( 30,397 ) 163,610 18,034 ( 4,316 ) 177,328
Total residential credit securities $ 15,456,222 $ 136,240 $ ( 77,314 ) $ 1,631,477 $ 47,425 $ ( 19,926 ) $ 1,658,976
Total residential securities $ 143,442,198 $ 2,907,747 $ ( 1,209,032 ) $ 90,963,777 $ 1,201,303 $ ( 877,450 ) $ 91,287,630
Commercial
Commercial securities $ — $ — $ — $ — $ — $ — $ —
Total securities $ 143,442,198 $ 2,907,747 $ ( 1,209,032 ) $ 90,963,777 $ 1,201,303 $ ( 877,450 ) $ 91,287,630
December 31, 2024
Principal /
Notional Remaining Premium Remaining Discount Amortized
Cost Unrealized
Gains Unrealized
Losses Estimated Fair Value
Agency (dollars in thousands)
Fixed-rate pass-through $ 65,010,762 $ 1,329,117 $ ( 1,178,444 ) $ 65,161,435 $ 130,742 $ ( 2,242,503 ) $ 63,049,674
Adjustable-rate pass-through 157,123 11,936 ( 42 ) 169,017 2,216 ( 8,995 ) 162,238
CMO 87,467 1,459 — 88,926 — ( 15,242 ) 73,684
Interest-only 3,437,570 493,803 — 493,803 14,843 ( 127,914 ) 380,732
Multifamily (1)
26,216,351 514,726 ( 11,830 ) 3,844,575 7,644 ( 110,454 ) 3,741,765
Reverse mortgages 24,916 2,499 — 27,415 — ( 1,440 ) 25,975
Total agency investments $ 94,934,189 $ 2,353,540 $ ( 1,190,316 ) $ 69,785,171 $ 155,445 $ ( 2,506,548 ) $ 67,434,068
Residential credit
Credit risk transfer $ 707,169 $ 1,608 $ ( 3,581 ) $ 705,196 $ 49,819 $ ( 100 ) $ 754,915
Non-QM 172,368 35 ( 1,724 ) 170,679 2,694 ( 8,481 ) 164,892
Prime (2)
1,881,111 27,484 ( 10,416 ) 100,039 2,857 ( 779 ) 102,117
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)
10,334,669 84,431 ( 30,385 ) 146,285 17,072 ( 5,044 ) 158,313
Total residential credit securities $ 14,202,182 $ 118,110 $ ( 79,761 ) $ 2,199,961 $ 80,272 $ ( 32,132 ) $ 2,248,101
Total residential securities $ 109,136,371 $ 2,471,650 $ ( 1,270,077 ) $ 71,985,132 $ 235,717 $ ( 2,538,680 ) $ 69,682,169
Commercial
Commercial securities $ 74,151 $ 193 $ — $ 74,344 $ 38 $ ( 104 ) $ 74,278
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 $ 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.
(3) Principal/Notional amount includes $ 11.7 billion and $ 10.2 billion of Prime Jumbo interest-only securities as of December 31, 2025 and December 31, 2024, respectively.
F-12
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
Financial Statements
The following table presents the Company’s Agency mortgage-backed securities portfolio by issuing Agency at December 31, 2025 and 2024:
December 31, 2025 December 31, 2024
Investment Type (dollars in thousands)
Fannie Mae $ 85,506,672 $ 63,211,517
Freddie Mac 3,970,920 4,115,085
Ginnie Mae 151,062 107,466
Total $ 89,628,654 $ 67,434,068
Actual maturities of the Company’s Residential Securities are generally shorter than stated contractual maturities because actual maturities of the portfolio are affected by periodic payments and prepayments of principal on the underlying mortgages.
The following table summarizes the Company’s Residential Securities at December 31, 2025 and 2024, according to their estimated weighted average life classifications:
December 31, 2025 December 31, 2024
Estimated Fair Value Amortized
Cost Estimated Fair Value Amortized
Cost
Estimated weighted average life (dollars in thousands)
Less than one year $ 308,818 $ 306,718 $ 407,856 $ 408,090
Greater than one year through five years 6,308,008 6,229,244 1,308,898 1,325,093
Greater than five years through ten years 83,402,554 83,180,354 66,027,670 68,242,391
Greater than ten years 1,268,250 1,247,461 1,937,745 2,009,558
Total $ 91,287,630 $ 90,963,777 $ 69,682,169 $ 71,985,132
The estimated weighted average lives of the Residential Securities at December 31, 2025 and 2024 in the table above are based upon projected principal prepayment rates. The actual weighted average lives of the Residential Securities could be longer or shorter than projected.
The following table presents the gross unrealized losses and estimated fair value of the Company’s Agency mortgage-backed securities, accounted for as available-for-sale where the fair value option has not been elected, by length of time that such securities have been in a continuous unrealized loss position at December 31, 2025 and 2024.
December 31, 2025 December 31, 2024
Estimated Fair Value (1)
Gross Unrealized Losses (1)
Number of Securities (1)
Estimated Fair Value (1)
Gross Unrealized Losses (1)
Number of Securities (1)
(dollars in thousands)
Less than 12 months $ 2,942 $ ( 168 ) 1 $ 49,820 $ ( 1,477 ) 34
12 Months or more 6,307,396 ( 494,102 ) 1,268 8,054,162 ( 1,020,427 ) 1,377
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, CMOs and multifamily securities.
The decline in value of these securities is solely due to market conditions and not the quality of the assets. Substantially all of the Agency mortgage-backed securities have an actual or implied credit rating that is the same as that of the U.S. government. An impairment has not been recognized in earnings related to these investments because the decline in value is not related to credit quality, the Company currently has not made a decision to sell the securities nor is it more likely than not that the securities will be required to be sold before recovery.
During the years ended December 31, 2025 and 2024, the Company disposed of $ 15.0 billion and $ 21.4 billion amortized cost basis of Residential Securities, respectively. The following table presents the Company’s net gains (losses) from the disposal of Residential Securities for the years ended December 31, 2025 and 2024, which is included in Net gains (losses) on investments and other in the Consolidated Statements of Comprehensive Income (Loss).
Gross Realized Gains Gross Realized Losses Net Realized Gains (Losses)
For the year ended (dollars in thousands)
December 31, 2025
$ 139,219 $ ( 238,863 ) $ ( 99,644 )
December 31, 2024
$ 90,968 $ ( 977,010 ) $ ( 886,042 )
F-13
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
Financial Statements
6. LOANS
The Company invests in residential loans. Loans are classified as either held for investment or held for sale. Loans are eligible to be accounted for under the fair value option. If loans are elected under the fair value option, they are carried at fair value with changes in fair value recognized in earnings. Otherwise, loans held for investment are carried at cost less impairment and loans held for sale are accounted for at the lower of cost or fair value.
Excluding loans transferred or pledged to securitization vehicles, as of December 31, 2025 and 2024, the Company had $ 5.0 billion and $ 3.5 billion, respectively, of loans for which the fair value option was elected. If the Company intends to sell or securitize the loans and the securitization vehicle is not expected to be consolidated, the loans are classified as held for sale. Any origination fees and costs or purchase premiums or discounts are deferred and recognized upon sale. The Company determines the fair value of loans held for sale on an individual loan basis. 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.
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
(dollars in thousands)
Beginning balance January 1, 2025
$ 3,546,902
Purchases / originations / draws (1)
18,940,370
Sales and transfers (2)
( 17,171,658 )
Principal payments ( 290,110 )
Gains / (losses) 17,314
(Amortization) / accretion ( 22,034 )
Ending balance December 31, 2025
$ 5,020,784
(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.
Residential
The Company’s residential mortgage loans are primarily comprised of performing adjustable-rate and fixed-rate whole loans. The Company’s residential loans are accounted for under the fair value option with changes in fair value reflected in Net gains (losses) on investments and other in the Consolidated Statements of Comprehensive Income (Loss). The Company also consolidates securitization trusts in which it retained securities because it also has certain powers and rights to direct the activities of such trusts. 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 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. Pursuant to the custodial agreement, the custodian segregates and maintains continuous custody of all documents constituting the mortgage file with respect to each mortgage loan owned by the subsidiary in secure and fire resistant facilities and in a manner consistent with the standard of care employed by prudent mortgage loan document custodians. At or prior to the funding of any residential mortgage loan, the related seller, pursuant to the terms of our mortgage loan purchase agreement, must deliver to the custodian the mortgage loan documents including the mortgage note, the mortgage and other related loan documents. In addition, a complete credit file for the related mortgage and borrower must be delivered to the subsidiary prior to the date of purchase.
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:
December 31, 2025 December 31, 2024
(dollars in thousands)
Fair value $ 37,088,217 $ 25,520,090
Unpaid principal balance $ 37,033,580 $ 26,297,725
F-14
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:
For the Years Ended
December 31, 2025 December 31, 2024
(dollars in thousands)
Interest income $ 1,950,070 $ 1,282,941
Net gains (losses) on disposal of investments (1)
( 64,597 ) ( 10,761 )
Net unrealized gains (losses) on instruments measured at fair value through earnings (1)
541,365 ( 15,333 )
Total included in net income (loss) $ 2,426,838 $ 1,256,847
(1) These amounts are presented in the line item Net gains (losses) on investments and other in the Consolidated Statements of Comprehensive Income (loss).
The following table provides the geographic concentrations based on the unpaid principal balances at December 31, 2025 and 2024 for the residential mortgage loans, including loans transferred or pledged to securitization vehicles:
Geographic Concentrations of Residential Mortgage Loans
December 31, 2025 December 31, 2024
Property location % of Balance Property location % of Balance
California 39.2 % California 39.5 %
New York 11.3 % New York 10.9 %
Florida 8.7 % Florida 10.1 %
Texas 5.3 % Texas 5.4 %
All other (none individually greater than 5%) 35.5 % All other (none individually greater than 5%) 34.1 %
Total 100.0 % 100.0 %
The following table provides additional data on the Company’s residential mortgage loans, including loans transferred or pledged to securitization vehicles, at December 31, 2025 and 2024:
December 31, 2025 December 31, 2024
Portfolio
Range
Portfolio Weighted
Average Portfolio
Range
Portfolio Weighted Average
(dollars in thousands)
Unpaid principal balance $ 1 - $ 4,396
$ 459 $ 1 - $ 4,396
$ 471
Interest rate 2.00 % - 18.00 %
6.67 % 2.00 % - 18.00 %
6.43 %
Maturity 11/1/2029 - 1/1/2066 1/3/2054 7/1/2029 - 12/1/2064 2/3/2053
FICO score at loan origination 549 - 850
761 549 - 850
758
Loan-to-value ratio at loan origination 1 % - 100 %
67 % 2 % - 100 %
68 %
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.
7. MORTGAGE SERVICING RIGHTS
MSR represent the rights and obligations associated with servicing pools of residential mortgage loans. The Company and its subsidiaries do not originate or directly service residential mortgage loans. Rather, these activities are carried out by duly licensed subservicers who perform substantially all servicing functions for the loans underlying the MSR. The Company generally intends to hold the MSR as investments and elected to account for all of its investments in MSR at fair value. 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:
F-15
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
Financial Statements
Mortgage Servicing Rights December 31, 2025 December 31, 2024
(dollars in thousands)
Fair value, beginning of period $ 2,909,134 $ 2,122,196
Purchases (1)
905,607 863,113
Transfers 28,072 —
Sales — ( 69,703 )
Change in fair value due to
Changes in valuation inputs or assumptions (2)
28,281 162,011
Other changes, including realization of expected cash flows ( 225,229 ) ( 168,483 )
Fair value, end of period $ 3,645,865 $ 2,909,134
(1) Includes adjustments to original purchase price from early payoffs, defaults, or loans that were delivered but were deemed to not be acceptable.
(2) Principally represents changes in discount rates and prepayment speed inputs used in valuation model, primarily due to changes in interest rates.
8. VARIABLE INTEREST ENTITIES
The Company’s exposure to the obligations of its VIEs is generally limited to the Company’s investment in the VIEs of $ 3.3 billion at December 31, 2025. Assets of the VIEs may only be used to settle obligations of the VIEs. 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. No gains or losses were recognized upon consolidation of existing VIEs. Interest income and expense are recognized using the effective interest method.
Residential Securitizations
The Company also invests in residential mortgage-backed securities issued by entities that are VIEs because they do not have sufficient equity at risk for the entities to finance their activities without additional subordinated financial support from other parties. The Company is not the primary beneficiary because it does not have the power to direct the activities that most significantly impact the VIEs’ economic performance. For these entities, the Company’s maximum exposure to loss is the amortized cost basis of the securities it owns and it does not provide any liquidity arrangements, guarantees or other commitments to these VIEs. Refer to the “Securities” Note for further information on Residential Securities.
OBX Trusts
Residential securitizations are issued by entities generally referred to collectively as the “OBX Trusts.” These securitizations represent financing transactions that provide non-recourse financing to the Company and are collateralized by residential mortgage loans purchased by the Company. Residential securitizations closed during the year are included in the table below.
F-16
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
Financial Statements
Securitization Date of Closing Face Value at Closing
(dollars in thousands)
OBX 2025-NQM1 January 2025 $ 618,433
OBX 2025-NQM2 February 2025 $ 719,218
OBX 2025-NQM3 February 2025 $ 577,442
OBX 2025-NQM4 March 2025 $ 625,807
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
OBX 2025-NQM9 May 2025 $ 275,711
OBX 2025-NQM10 June 2025 $ 623,602
OBX 2025-NQM11 June 2025 $ 650,072
OBX 2025-NQM12 July 2025 $ 274,468
OBX 2025-NQM13 July 2025 $ 662,708
OBX 2025-NQM14 August 2025 $ 701,027
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
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.
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).
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).
F-17
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
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 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, 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.
9. DERIVATIVE INSTRUMENTS
Derivative instruments include, but are not limited to, interest rate swaps, options to enter into interest rate swaps (“swaptions”), TBA derivatives, U.S. Treasury and SOFR futures contracts and certain forward purchase commitments. The Company may also enter into other types of mortgage derivatives such as interest-only securities, credit derivatives referencing the commercial mortgage-backed securities index and synthetic total return swaps.
In connection with the Company’s investment/market rate risk management strategy, the Company economically hedges a portion of its interest rate risk by entering into derivative financial instrument contracts, which include interest rate swaps, swaptions and futures contracts. The Company may also enter into TBA derivatives, U.S. Treasury futures contracts, certain forward purchase commitments and credit derivatives to economically hedge its exposure to market risks. The purpose of using derivatives is to manage overall portfolio risk with the potential to generate additional income for distribution to stockholders. These derivatives are subject to changes in market values resulting from changes in interest rates, volatility, Agency mortgage-backed security spreads to U.S. Treasuries and market liquidity. The use of derivatives also creates exposure to credit risk relating to potential losses that could be recognized if the counterparties to these instruments fail to perform their obligations under the stated contract. Additionally, the Company may have to pledge cash or assets as collateral for the derivative transactions, the amount of which may vary based on the market value and terms of the derivative contract. In the case of market agreed coupon (“MAC”) interest rate swaps, the Company may make or receive a payment at the time of entering into such interest rate swaps, which represents fair value of these swaps, to compensate for the out of market nature of such interest rate swaps. Subsequent changes in fair value from inception of these interest rate swaps are reflected within Net gains (losses) on derivatives in the Consolidated Statements of Comprehensive Income (Loss). Similar to other interest rate swaps, the Company may have to pledge cash or assets as collateral for the MAC interest rate swap transactions. In the event of a default by the counterparty, the Company could have difficulty obtaining its pledged collateral as well as receiving payments in accordance with the terms of the derivative contracts.
Derivatives are recognized as either assets or liabilities at fair value 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 derivatives. None of the Company’s derivative transactions have been designated as hedging instruments for accounting purposes.
F-18
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. In accordance with a clearing organization’s rulebook, the Company presents the fair value of centrally cleared interest rate swaps net of variation margin pledged or received under such transactions. At December 31, 2025 and 2024, ($ 2.0 ) billion and ($ 3.3 ) billion, respectively, of variation margin was reported as an adjustment to interest rate swaps, at fair value. Initial margin is reported in Cash and cash equivalents in the Consolidated Statements of Financial Condition.
Interest Rate Swap Agreements – Interest rate swap agreements are the primary instruments used to mitigate interest rate risk. In particular, the Company uses interest rate swap agreements to manage its exposure to changing interest rates on its repurchase agreements by economically hedging cash flows associated with these borrowings. The Company may have outstanding interest rate swap agreements where the floating leg is linked to the SOFR, the overnight index swap rate or another index. Interest rate swap agreements may or may not be cleared through a derivatives clearing organization (“DCO”). Uncleared interest rate swaps are fair valued using internal pricing models and compared to the counterparty market values. Centrally cleared interest rate swaps, including MAC interest rate swaps, are generally fair valued using the DCO’s market values. If an interest rate swap is terminated, the realized gain (loss) on the interest rate swap would be equal to the difference between the cash received or paid and fair value.
Swaptions – Swaptions are purchased or sold to mitigate the potential impact of increases or decreases in interest rates. Interest rate swaptions provide the option to enter into an interest rate swap agreement for a predetermined notional amount, stated term and pay and receive interest rates in the future. The Company’s swaptions are not centrally cleared. The premium paid or received for swaptions is reported as an asset or liability in the Consolidated Statements of Financial Condition. If a swaption expires unexercised, the realized gain (loss) on the swaption would be equal to the premium received or paid. If the Company sells or exercises a swaption, the realized gain (loss) on the swaption would be equal to the difference between the cash received or the fair value of the underlying interest rate swap received and the premium paid. The fair value of swaptions are estimated using internal pricing models and compared to the counterparty market values.
TBA Dollar Rolls – TBA dollar roll transactions are accounted for as a series of derivative transactions. The fair value of TBA derivatives is based on methods similar to those used to value Agency mortgage-backed securities.
Futures Contracts – Futures contracts are derivatives that track the prices of specific assets or benchmark rates. Short sales of futures contracts help to mitigate the potential impact of changes in interest rates on the portfolio performance. The Company maintains margin accounts which are settled daily with Futures Commission Merchants (“FCMs”). 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 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. The counterparties are required to deliver the committed loans on a “best efforts” basis.
Credit Derivatives – The Company may enter into credit derivatives referencing a commercial mortgage-backed securities index, such as the CMBX index, and synthetic total return swaps.
The following table summarizes fair value information about the Company’s derivative assets and liabilities at December 31, 2025 and 2024:
Derivatives Instruments December 31, 2025 December 31, 2024
Assets (dollars in thousands)
Interest rate swaps $ 7,372 $ 21,226
Interest rate swaptions 11,063 —
TBA derivatives 17,648 8,635
Futures contracts 71,065 190,980
Purchase commitments 8,385 4,510
Total derivative assets $ 115,533 $ 225,351
Liabilities
Interest rate swaps $ 16,385 $ 7,212
Interest rate swaptions 11,931 —
TBA derivatives 13,163 30,539
Futures contracts 6,644 16,650
Purchase commitments 5,632 5,185
Total derivative liabilities $ 53,755 $ 59,586
F-19
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
Financial Statements
The following tables summarize certain characteristics of the Company’s interest rate swaps at December 31, 2025 and 2024:
December 31, 2025
Maturity Current Notional (1)(2)
Weighted Average Pay Rate Weighted Average Receive Rate Weighted Average Years to Maturity (3)
(dollars in thousands)
0 - 3 years
$ 29,577,637 3.55 % 3.88 % 1.36
3 - 6 years
14,646,904 2.67 % 3.99 % 4.54
6 - 10 years
17,018,427 3.03 % 3.90 % 7.25
Greater than 10 years
1,949,430 3.34 % 3.92 % 22.02
Total / Weighted average $ 63,192,398 3.15 % 3.92 % 4.23
December 31, 2024
Maturity Current Notional (1)(2)
Weighted Average
Pay Rate Weighted Average Receive Rate Weighted Average Years to Maturity (3)
(dollars in thousands)
0 - 3 years
$ 30,411,229 3.49 % 4.48 % 1.14
3 - 6 years
12,764,021 3.15 % 4.50 % 4.27
6 - 10 years
21,318,937 2.55 % 4.53 % 7.63
Greater than 10 years
1,559,384 3.40 % 4.41 % 23.25
Total / Weighted average $ 66,053,571 3.11 % 4.50 % 4.36
(1) As of December 31, 2025, 98 % and 2 % of the Company’s interest rate swaps were linked to SOFR and the Federal funds rate, respectively. 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) 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 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
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 receive $ 830,000 3.54 % SOFR 7.94 11.25
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 TBA Derivatives Notional Implied Cost Basis Implied Market Value Net Carrying Value
(dollars in thousands)
Purchase contracts $ 3,861,000 $ 3,805,867 $ 3,814,118 $ 8,251
Sale contracts ( 534,000 ) ( 553,266 ) ( 557,032 ) ( 3,766 )
Net TBA derivatives $ 3,327,000 $ 3,252,601 $ 3,257,086 $ 4,485
December 31, 2024
Purchase and Sale Contracts for TBA Derivatives Notional Implied Cost Basis Implied Market Value Net Carrying Value
(dollars in thousands)
Purchase contracts $ 4,237,000 $ 4,239,001 $ 4,209,341 $ ( 29,660 )
Sale contracts ( 1,120,000 ) ( 1,080,943 ) ( 1,073,187 ) 7,756
Net TBA derivatives $ 3,117,000 $ 3,158,058 $ 3,136,154 $ ( 21,904 )
F-20
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:
December 31, 2025
Notional - Long
Positions Notional - Short
Positions Weighted Average
Years to Maturity
(dollars in thousands)
2 -year swap equivalent SOFR contracts
$ 500,000 $ ( 500,000 ) 2.00
U.S. Treasury futures - 2 year
— ( 3,658,000 ) 1.90
U.S. Treasury futures - 5 year
1,973,200 — 4.40
U.S. Treasury futures - 10 year and greater
— ( 12,399,900 ) 11.33
Total $ 2,473,200 $ ( 16,557,900 ) 8.31
December 31, 2024
Notional - Long
Positions Notional - Short
Positions Weighted Average
Years to Maturity
(dollars in thousands)
U.S. Treasury futures - 2 year
$ 6,511,600 $ — 1.98
U.S. Treasury futures - 5 year
1,960,500 — 4.40
U.S. Treasury futures - 10 year and greater
— ( 9,840,500 ) 11.05
Total $ 8,472,100 $ ( 9,840,500 ) 7.11
The Company presents derivative contracts on a gross basis in the Consolidated Statements of Financial Condition. Derivative contracts may contain legally enforceable provisions that allow for netting or setting off receivables and payables with each counterparty.
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.
December 31, 2025
Amounts Eligible for Offset
Gross Amounts Financial Instruments Cash Collateral Net Amounts
Assets (dollars in thousands)
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
Futures contracts, at fair value 71,065 ( 6,644 ) — 64,421
Purchase commitments 8,385 — — 8,385
Liabilities
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
Futures contracts, at fair value 6,644 ( 6,644 ) — —
Purchase commitments 5,632 — — 5,632
December 31, 2024
Amounts Eligible for Offset
Gross Amounts Financial Instruments Cash Collateral Net Amounts
Assets (dollars in thousands)
Interest rate swaps, at fair value $ 21,226 $ ( 8,138 ) $ — $ 13,088
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
Liabilities
Interest rate swaps, at fair value $ 7,212 $ ( 7,212 ) $ — $ —
TBA derivatives, at fair value 30,539 ( 19,495 ) — 11,044
Futures contracts, at fair value 16,650 ( 16,650 ) — —
Purchase commitments 5,185 — — 5,185
F-21
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:
Location on Consolidated Statements of Comprehensive Income (Loss)
Net Interest Component of Interest Rate Swaps (1)
Realized Gains (Losses) on Termination of Interest Rate Swaps (1)
Unrealized Gains (Losses) on Interest Rate Swaps (1)
For the years ended (dollars in thousands)
December 31, 2025 $ 716,480 $ ( 76,980 ) $ ( 1,356,274 )
December 31, 2024 $ 1,202,907 $ ( 60,489 ) $ 1,001,988
December 31, 2023 $ 1,585,053 $ ( 74,757 ) $ ( 815,630 )
(1) Included in Net gains (losses) on derivatives in the Consolidated Statements of Comprehensive Income (Loss).
The effect of other derivative contracts in the Company’s Consolidated Statements of Comprehensive Income (Loss) is as follows:
Year Ended December 31, 2025
Derivative Instruments Realized Gain (Loss) Unrealized Gain (Loss) Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Other Derivatives
(dollars in thousands)
Net TBA derivatives $ 109,274 $ 26,390 $ 135,664
Net interest rate swaptions ( 9,230 ) ( 748 ) ( 9,978 )
Futures (1)
( 509,593 ) ( 109,908 ) ( 619,501 )
Purchase commitments — 3,428 3,428
Total $ ( 490,387 )
(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
Derivative Instruments Realized Gain (Loss) Unrealized Gain (Loss) Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Other Derivatives
(dollars in thousands)
Net TBA derivatives $ ( 13,220 ) $ ( 3,524 ) $ ( 16,744 )
Net interest rate swaptions ( 37,401 ) ( 68,482 ) ( 105,883 )
Futures (1)
( 96,667 ) 354,164 257,497
Purchase commitments — ( 9,975 ) ( 9,975 )
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.
Upon the occurrence of any one of items (i) through (iv), or another default under the agreement, the counterparty to the applicable agreement has a right to terminate the agreement in accordance with its provisions. The aggregate fair value of all derivative instruments with the aforementioned features were in a net asset position at December 31, 2025.
F-22
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
Financial Statements
10. FAIR VALUE MEASUREMENTS
The Company follows fair value guidance in accordance with GAAP to account for its financial instruments and MSR that are accounted for at fair value. The fair value of a financial instrument and MSR is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
GAAP requires classification of financial instruments and MSR into a three-level hierarchy based on the priority of the inputs to the valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
If the inputs used to measure the financial instrument and MSR fall within different levels of the hierarchy, the categorization is based on the lowest priority input that is significant to the fair value measurement of the instrument. Financial assets and liabilities recorded at fair value in the Consolidated Statements of Financial Condition or disclosed in the related notes are categorized based on the inputs to the valuation techniques as follows:
Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets and liabilities in active markets.
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.
Level 3 – inputs to the valuation methodology are unobservable and significant to overall fair value.
The following is a description of the valuation methodologies used for instruments carried at fair value. These methodologies are applied to assets and liabilities across the three-level fair value hierarchy, with the observability of inputs determining the appropriate level.
Futures contracts and U.S. Treasury securities are valued using quoted prices for identical instruments in active markets and are classified as Level 1.
Residential Securities, interest rate swaps, swaptions and other derivatives are valued using quoted prices or internally estimated prices for similar assets using internal models. The Company incorporates common market pricing methods, including a spread measurement to the Treasury curve as well as underlying characteristics of the particular security including coupon, prepayment speeds, periodic and life caps, rate reset period and expected life of the security in its estimates of fair value. Fair value estimates for residential mortgage loans are generated by a discounted cash flow model and are primarily based on observable market-based inputs including discount rates, prepayment speeds, delinquency levels, and credit losses. Management reviews and indirectly corroborates its estimates of the fair value derived using internal models by comparing its results to independent prices provided by dealers in the securities and/or third party pricing services. 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, 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. Consequently, the Company has classified Residential Securities, residential mortgage loans, interest rate swaps, swaptions and TBA derivatives as Level 2 inputs in the fair value hierarchy.
The fair value of commercial mortgage-backed securities classified as available-for-sale is determined based upon quoted prices of similar assets in recent market transactions and requires the application of judgment due to differences in the underlying collateral. Consequently, commercial mortgage-backed securities carried at fair value are classified as Level 2.
For the fair value of debt issued by securitization vehicles, refer to the “Variable Interest Entities” Note for additional information.
The Company has classified its investments in MSR as Level 3. Fair value estimates for these investments are obtained from models, which use significant unobservable inputs in their valuations. These valuations primarily utilize discounted cash flow models that incorporate unobservable market data inputs including discount rates, prepayment rates, delinquency rates and costs to service. Model valuations are then compared to valuations obtained from third party pricing providers. 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 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.
F-23
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
Financial Statements
The following tables present the estimated fair values of financial instruments and MSR measured at fair value on a recurring basis as of December 31, 2025 and December 31, 2024. There were no transfers between levels of the fair value hierarchy during the periods presented.
December 31, 2025
Level 1 Level 2 Level 3 Total
Assets (dollars in thousands)
Securities
Agency mortgage-backed securities $ — $ 89,628,654 $ — $ 89,628,654
Credit risk transfer securities — 213,800 — 213,800
Non-Agency mortgage-backed securities — 1,445,176 — 1,445,176
Loans
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
Derivative assets
Interest rate swaps — 7,372 — 7,372
Other derivatives 71,065 37,096 — 108,161
Total assets $ 71,065 $ 128,420,315 $ 3,674,491 $ 132,165,871
Liabilities
Debt issued by securitization vehicles $ — $ 28,918,753 $ — $ 28,918,753
Participations issued — 1,932,655 — 1,932,655
U.S. Treasury securities sold, not yet purchased 2,396,724 — — 2,396,724
Derivative liabilities
Interest rate swaps — 16,385 — 16,385
Other derivatives 6,644 30,726 — 37,370
Total liabilities $ 2,403,368 $ 30,898,519 $ — $ 33,301,887
December 31, 2024
Level 1 Level 2 Level 3 Total
Assets (dollars in thousands)
Securities
Agency mortgage-backed securities $ — $ 67,434,068 $ — $ 67,434,068
Credit risk transfer securities — 754,915 — 754,915
Non-Agency mortgage-backed securities — 1,493,186 — 1,493,186
Commercial mortgage-backed securities — 74,278 — 74,278
Loans
Residential mortgage loans — 3,546,902 — 3,546,902
Mortgage servicing rights — — 2,909,134 2,909,134
Assets transferred or pledged to securitization vehicles — 21,973,188 — 21,973,188
Derivative assets
Interest rate swaps — 21,226 — 21,226
Other derivatives 190,980 13,145 — 204,125
Total assets $ 190,980 $ 95,310,908 $ 2,909,134 $ 98,411,022
Liabilities
Debt issued by securitization vehicles $ — $ 19,540,678 $ — $ 19,540,678
Participations issued — 1,154,816 — 1,154,816
U.S. Treasury securities sold, not yet purchased 2,470,629 — — 2,470,629
Derivative liabilities
Interest rate swaps — 7,212 — 7,212
Other derivatives 16,650 35,724 — 52,374
Total liabilities $ 2,487,279 $ 20,738,430 $ — $ 23,225,709
F-24
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
Financial Statements
Qualitative and Quantitative Information about Level 3 Fair Value Measurements
The Company considers unobservable inputs to be those for which market data is not available and that are developed using the best information available to us about the assumptions that market participants would use when pricing the asset. Relevant inputs vary depending on the nature of the instrument being measured at fair value. The sensitivities of significant unobservable inputs along with interrelationships between and among the significant unobservable inputs and their impact on the fair value measurements are described below. The effect of a change in a particular assumption in the sensitivity analysis below is considered independently from changes in any other assumptions. In practice, simultaneous changes in assumptions may not always have a linear effect on the inputs discussed below. Interrelationships may also exist between observable and unobservable inputs. Such relationships have not been included in the discussion below. For each of the individual relationships described below, the inverse relationship would also generally apply. For MSR, in general, increases in the discount, prepayment or delinquency rates or in annual servicing costs in isolation would result in a lower fair value measurement. A decline in interest rates could lead to higher-than-expected prepayments of mortgages underlying the Company’s investments in MSR, which in turn could result in a decline in the estimated fair value of MSR. Refer to the “Mortgage Servicing Rights” Note for additional information, including rollforwards.
The following table presents information about the significant unobservable inputs used for recurring fair value measurements for Level 3 MSR. The table does not give effect to the Company’s risk management practices that might offset risks inherent in these Level 3 investments.
Unobservable Input (1)
Range (Weighted Average) (2)
December 31, 2025 December 31, 2024
Discount rate 4.7 % - 12.0 % ( 7.9 %)
7.4 % - 12.4 % ( 8.4 %)
Prepayment rate 4.6 % - 22.8 % ( 5.8 %)
4.7 % - 17.2 % ( 5.6 %)
Delinquency rate 0.2 % - 3.7 % ( 1.1 %)
0.2 % - 4.1 % ( 1.3 %)
Cost to service $ 68 - $ 93 ($ 82 )
$ 83 - $ 99 ($ 87 )
(1) Represents rates, estimates and assumptions that the Company believes would be used by market participants when valuing these assets.
(2) Weighted average discount rate computed based on the fair value of MSR, weighted average prepayment rate, delinquency rate and cost to service based on unpaid principal balances of loans underlying the MSR.
The following table summarizes the estimated fair values for financial assets and liabilities that are not carried at fair value at December 31, 2025 and 2024.
December 31, 2025 December 31, 2024
Carrying
Value Fair
Value Carrying
Value Fair
Value
Financial assets (dollars in thousands)
Reverse repurchase agreements $ 34,389 $ 34,389 $ — $ —
Financial liabilities
Repurchase agreements $ 81,865,723 $ 81,865,723 $ 65,688,923 $ 65,688,923
Other secured financing 1,075,000 1,075,000 750,000 750,000
The carrying values of repurchase agreements and other secured financing approximate fair value and are considered Level 2 fair value measurements.
11. INTANGIBLE ASSETS
Intangible assets, net
Finite life intangible assets are amortized over their expected useful lives. As part of the Company’s management internalization transaction, which closed on June 30, 2020, the Company recognized an intangible asset for the acquired assembled workforce of approximately $ 41.2 million based on the replacement cost of the employee base acquired by the Company.
The following table presents the activity of finite lived intangible assets for the year ended December 31, 2025.
F-25
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
Financial Statements
Intangible Assets, net
(dollars in thousands)
Beginning balance January 1, 2025
$ 9,416
Less: amortization expense
( 2,690 )
Ending balance December 31, 2025
$ 6,726
12. SECURED FINANCING
Reverse Repurchase and Repurchase Agreements – The Company finances a significant portion of its assets with repurchase agreements. At the inception of each transaction, the Company assessed each of the specified criteria in ASC 860, Transfers and Servicing , and has determined that each of the financing agreements should be treated as a secured financing.
The Company enters into reverse repurchase agreements to earn a yield on excess cash balances. To mitigate credit exposure, the Company monitors the market value of these securities and delivers or obtains additional collateral based on changes in market value of these securities. Generally, the Company receives or posts collateral with a fair value approximately equal to or greater than the value of the secured financing.
Reverse repurchase agreements and repurchase agreements with the same counterparty and the same maturity are presented net in the Consolidated Statements of Financial Condition when the terms of the agreements meet the criteria to permit netting. The Company reports cash flows on repurchase agreements as financing activities and cash flows on reverse repurchase agreements as investing activities in the Consolidated Statements of Cash Flows.
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 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:
December 31, 2025
Agency Mortgage-Backed Securities CRTs Non-Agency Mortgage-Backed Securities Residential Mortgage Loans Commercial Mortgage-Backed Securities Total Repurchase Agreements
(dollars in thousands)
1 day $ — $ — $ — $ — $ — $ —
2 to 29 days 43,487,076 96,162 1,371,672 — — 44,954,910
30 to 59 days 31,834,906 — 376,364 519,921 — 32,731,191
60 to 89 days 3,969,641 — 655,204 — — 4,624,845
90 to 119 days — — 18,763 165,305 — 184,068
Over 119 days (1)
— — 275,341 1,532,712 — 1,808,053
Total $ 79,291,623 $ 96,162 $ 2,697,344 $ 2,217,938 $ — $ 84,303,067
Amounts offset in accordance with netting arrangements ( 2,437,344 )
Net amounts of Repurchase agreements as presented in the Consolidated Statements of Financial Condition $ 81,865,723
December 31, 2024
Agency Mortgage-Backed Securities CRTs Non-Agency Mortgage-Backed Securities Residential Mortgage Loans Commercial Mortgage-Backed Securities Total Repurchase Agreements
(dollars in thousands)
1 day $ — $ — $ — $ — $ — $ —
2 to 29 days 28,603,831 405,341 861,271 — 66,010 29,936,453
30 to 59 days 34,496,443 116,087 682,037 251,357 — 35,545,924
60 to 89 days 692,255 47,583 545,684 — — 1,285,522
90 to 119 days 2,085 — 60,383 — — 62,468
Over 119 days (1)
— — 332,040 1,139,604 — 1,471,644
Total $ 63,794,614 $ 569,011 $ 2,481,415 $ 1,390,961 $ 66,010 $ 68,302,011
Amounts offset in accordance with netting arrangements ( 2,613,088 )
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, 2025 and December 31, 2024.
F-26
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. Refer to the “Derivative Instruments” Note for information related to the effect of netting arrangements on the Company’s derivative instruments.
December 31, 2025 December 31, 2024
Reverse Repurchase Agreements Repurchase Agreements Reverse Repurchase Agreements Repurchase Agreements
(dollars in thousands)
Gross amounts $ 2,471,733 $ 84,303,067 $ 2,613,088 $ 68,302,011
Amounts offset ( 2,437,344 ) ( 2,437,344 ) ( 2,613,088 ) ( 2,613,088 )
Netted amounts $ 34,389 $ 81,865,723 $ — $ 65,688,923
The fair value of collateral received in connection with reverse repurchase agreements as of December 31, 2025 was $ 2.5 billion, of which the Company sold $ 2.4 billion. The fair value of collateral received in connection with reverse repurchase agreements as of December 31, 2024 was $ 2.6 billion, of which the Company sold $ 2.5 billion. The amount of collateral sold is reported at fair value in the Company’s Consolidated Statements of Financial Condition as U.S. Treasury securities sold, not yet purchased.
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 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 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.
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.
13. CAPITAL STOCK
(A) Common Stock
The following table provides a summary of the Company’s common shares authorized, and issued and outstanding at December 31, 2025 and 2024.
Shares authorized Shares issued and outstanding
December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 Par Value
Common stock
1,456,750,000 1,468,250,000 706,972,452 578,357,118 $ 0.01
In January 2022, the Company announced that its Board authorized the repurchase of up to $ 1.5 billion of its outstanding shares of common stock through December 31, 2024 (the “Prior Common Stock Repurchase Program”). In January 2025, the Company announced that its Board authorized the repurchase of up to $ 1.5 billion of its outstanding shares of common stock through December 31, 2029 (the “Current Common Stock Repurchase Program”). The Current Common Stock Repurchase Program replaced 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. The timing, manner, price and amount of any repurchases will be determined by the Company in its discretion and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. 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.
F-27
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 “2020 Sales Agreements”) with each of Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. 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. LLC, J.P. 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. LLC, J.P. 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.
(B) Preferred Stock
The following is a summary of the Company’s cumulative redeemable preferred stock outstanding at December 31, 2025 and 2024. In the event of a liquidation or dissolution of the Company, the Company’s then outstanding preferred stock takes precedence over the Company’s common stock with respect to payment of dividends and the distribution of assets.
Shares Authorized Shares Issued And Outstanding Carrying Value Contractual Rate Earliest Redemption Date (1)
Effective Date of Floating Rate Dividend Period Floating Annual Rate (2)
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
Series F 28,800,000 28,800,000 28,800,000 28,800,000 696,910 696,910 6.95 % 9/30/2022 9/30/2022 3M Term SOFR + 4.993 %
Series G 17,000,000 17,000,000 17,000,000 17,000,000 411,335 411,335 6.50 % 3/31/2023 3/31/2023 3M Term SOFR + 4.172 %
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) Subject to the Company’s right under limited circumstances to redeem preferred stock earlier in order to preserve its qualification as a REIT or under limited circumstances related to a change in control of the Company.
(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.
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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 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”). The aggregate liquidation value of the Preferred Stock that may be repurchased by the Company pursuant to the Prior Preferred Stock Repurchase Program, as of November 3, 2022, was approximately $ 1.6 billion. The Prior Preferred Stock Repurchase Program became effective on November 3, 2022, and expired on December 31, 2024. No shares were repurchased with respect to the Prior Preferred Stock Repurchase Program during the year ended December 31, 2024.
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, 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. The Current Preferred Stock Repurchase Program replaced the Prior Preferred Stock Repurchase Program. The Current Preferred Stock Repurchase Program became effective on January 1, 2025, and will expire on December 31, 2029. No shares were repurchased with respect to the Current Preferred Stock Repurchase Program during the year ended December 31, 2025.
(C) Distributions to Stockholders
The following table provides a summary of the Company’s dividend distribution activity for the periods presented:
For the Years Ended
December 31, 2025 December 31, 2024
(dollars in thousands, except per share data)
Dividends and dividend equivalents declared on common stock and share-based awards $ 1,853,510 $ 1,397,733
Distributions declared per common share (1)
$ 2.80 $ 2.60
Distributions paid to common stockholders after period end $ 494,881 $ 375,932
Distributions paid per common share after period end $ 0.70 $ 0.65
Date of distributions paid to common stockholders after period end January 30, 2026 January 31, 2025
Dividends declared to series F preferred stockholders $ 68,298 $ 74,887
Dividends declared per share of series F preferred stock (2)
$ 2.371 $ 2.600
Dividends declared to series G preferred stockholders $ 37,333 $ 41,619
Dividends declared per share of series G preferred stock (2)
$ 2.196 $ 2.448
Dividends declared to series I preferred stockholders $ 42,537 $ 38,045
Dividends declared per share of series I preferred stock (2)
$ 2.403 $ 2.149
Dividends declared to series J preferred stockholders $ 9,763 $ —
Dividends declared per share of series J preferred stock (2)
$ 0.888 $ —
(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, 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.
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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
Financial Statements
14. LONG-TERM STOCK INCENTIVE PLAN
Employees, Directors and other service providers of the Company are eligible to participate in the Company’s 2020 Equity Incentive Plan (the “Plan”), which provides for equity-based compensation in the form of stock options, share appreciation rights, dividend equivalent rights, restricted shares, restricted stock units (“RSUs”), and other share-based awards. The Company has the ability to award up to an aggregate of 31,250,000 shares under the terms of the Plan, subject to adjustment for any awards that were outstanding under the Company’s 2010 Equity Incentive Plan (the “Prior Plan”, collectively the “Plans”) on the effective date of the Plan and subsequently expire, terminate, or are surrendered or forfeited. No new awards are permitted to be made under the Prior Plan, although existing awards remain effective.
Restricted Stock Units
The Company grants RSUs (including RSUs subject to performance conditions (“PSUs”)) to employees, which are generally valued based on the closing price of the underlying shares on the date of grant. For RSUs that vest, the underlying shares of common stock are delivered (net of required withholding tax) as outlined in the applicable award agreements. PSUs are subject to the Company’s achievement of specified performance criteria and the number of awards that vest can range from zero to 150 % of the grant amount. Award agreements generally provide that vesting is accelerated in certain circumstances, such as death and disability. Delivery of the underlying shares of common stock, which generally occurs over a three-year period, is conditioned on the grantees satisfying certain vesting and other requirements outlined in the award agreements.
The Company recognized equity-based compensation expense of $ 28.0 million for the year ended December 31, 2025. As of December 31, 2025, there was $ 31.9 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements. This cost is expected to be recognized over a weighted average period of 1.79 years.
15. INTEREST INCOME AND INTEREST EXPENSE
Refer to the “Significant Accounting Policies” Note for details surrounding the Company’s accounting policy related to net interest income on securities and loans.
The following table summarizes the interest income recognition methodology for Residential Securities:
Interest Income Methodology
Agency
Fixed-rate pass-through (1)
Effective yield (3)
Adjustable-rate pass-through (1)
Effective yield (3)
Multifamily (1)
Contractual Cash Flows
CMO (1)
Effective yield (3)
Reverse mortgages (2)
Prospective
Interest-only (2)
Prospective
Residential credit
CRT (2)
Prospective
Non-QM (2)
Prospective
Prime (2)
Prospective
SBC (2)
Prospective
NPL/RPL (2)
Prospective
RTL (2)
Prospective
Prime jumbo (2)
Prospective
(1) Changes in fair value are recognized in Other comprehensive income (loss) in the accompanying Consolidated Statements of Comprehensive Income (Loss) for securities purchased prior to July 1, 2022. Effective July 1, 2022, changes in fair value are recognized in Net gains (losses) on investments and other in the accompanying Consolidated Statements of Comprehensive Income (Loss) for newly purchased securities.
(2) Changes in fair value are recognized in Net gains (losses) on investments and other in the accompanying Consolidated Statements of Comprehensive Income (Loss).
(3) Effective yield is recalculated for differences between estimated and actual prepayments and the amortized cost is adjusted as if the new effective yield had been applied since inception.
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.
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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
Financial Statements
For the Years Ended December 31,
2025 2024 2023
Interest income (dollars in thousands)
Agency securities $ 3,725,346 $ 3,205,862 $ 2,740,320
Residential credit securities 143,996 203,758 225,266
Residential mortgage loans (1)
1,950,070 1,282,941 703,838
Commercial investment portfolio (1)
1,218 9,857 28,385
Reverse repurchase agreements 138,575 137,616 33,772
Total interest income $ 5,959,205 $ 4,840,034 $ 3,731,581
Interest expense
Repurchase agreements $ 3,276,213 $ 3,579,837 $ 3,337,527
Debt issued by securitization vehicles 1,329,073 856,418 443,584
Participations issued 114,641 67,748 50,357
U.S. Treasury securities sold, not yet purchased 103,778 88,235 11,497
Total interest expense 4,823,705 4,592,238 3,842,965
Net interest income $ 1,135,500 $ 247,796 $ ( 111,384 )
(1) Includes assets transferred or pledged to securitization vehicles.
16. NET INCOME (LOSS) PER COMMON SHARE
The following table presents a reconciliation of net income (loss) and shares used in calculating basic and diluted net income (loss) per share for the years ended December 31, 2025, 2024 and 2023.
For the Years Ended
December 31, 2025 December 31, 2024 December 31, 2023
(dollars in thousands, except per share data)
Net income (loss) $ 2,051,690 $ 1,011,768 $ ( 1,638,457 )
Net income (loss) attributable to noncontrolling interests 24,428 9,862 4,714
Net income (loss) attributable to Annaly 2,027,262 1,001,906 ( 1,643,171 )
Dividends on preferred stock 157,931 154,551 141,676
Net income (loss) available (related) to common stockholders $ 1,869,331 $ 847,355 $ ( 1,784,847 )
Weighted average shares of common stock outstanding-basic 639,513,399 521,737,554 494,541,323
Add: Effect of stock awards, if dilutive 1,529,342 1,010,056 —
Weighted average shares of common stock outstanding-diluted 641,042,741 522,747,610 494,541,323
Net income (loss) per share available (related) to common share
Basic $ 2.92 $ 1.62 $ ( 3.61 )
Diluted $ 2.92 $ 1.62 $ ( 3.61 )
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.
17. INCOME TAXES
For the year ended December 31, 2025, the Company was qualified to be taxed as a REIT under Code Sections 856 through 860. As a REIT, the Company will not incur federal income tax to the extent that it distributes its taxable income to its stockholders. To maintain qualification as a REIT, the Company must distribute at least 90% of its annual REIT taxable income to its stockholders and meet certain other requirements that relate to, among other things, assets it may hold, income it may generate and its stockholder composition. It is generally the Company’s policy to distribute 100 % of its REIT taxable income.
To the extent there is any undistributed REIT taxable income at the end of a year, the Company distributes such shortfall within the next year as permitted by the Code.
The Company and certain of its direct and indirect subsidiaries, including Annaly TRS, Inc. and certain subsidiaries of joint ventures, have made separate joint elections to treat these subsidiaries as TRSs. 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.
F-31
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. 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.
The state and local tax jurisdictions for which the Company is subject to tax-filing obligations recognize the Company’s status as a REIT and, therefore, the Company generally does not pay income tax in such jurisdictions. The Company may, however, be subject to certain minimum state and local tax filing fees as well as certain excise, franchise or business taxes. The Company’s TRSs are subject to federal, state and local taxes. The Company’s federal, state and local tax returns from 2022 and forward remain open for examination.
During the years ended December 31, 2025, 2024 and 2023 the Company recorded ($ 6.9 ) million, $ 15.3 million and $ 39.4 million, respectively, of income tax expense (benefit) attributable to its TRSs. Income tax expense (benefit) consists of the following:
For the Years Ended
December 31, 2025 December 31, 2024 December 31, 2023
(dollars in thousands)
Current Tax Expense (Benefit)
Federal $ ( 131 ) $ 771 $ —
State and local 175 240 28
Total current income tax expense (benefit) $ 44 $ 1,011 $ 28
Deferred Tax Expense (Benefit)
Federal $ ( 6,313 ) $ 12,468 $ 34,480
State and local ( 601 ) 1,781 4,926
Total deferred income tax expense (benefit) $ ( 6,914 ) $ 14,249 $ 39,406
Total income tax expense (benefit) $ ( 6,870 ) $ 15,260 $ 39,434
The difference between the Company's reported income tax provision and the U.S. 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
Statutory federal income tax rate 21.0 % 21.0 %
Non-taxable REIT income ( 22.5 %) ( 25.2 %)
State and local taxes 3.0 % 3.0 %
VIE and Other — % ( 1.3 %)
Change in valuation allowance — % — %
Total provision 1.5 % ( 2.5 %)
F-32
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)
Federal 183
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.
As of December 31, 2025, the Company's TRSs had approximately $ 109.1 million of net operating loss carryforwards for federal income tax purposes which may be available to offset future taxable income, including approximately $ 7.9 million of net operating loss carryforwards that are subject to an annual limitation under Internal Revenue Code Section 382 and $ 101.2 million that can be carried forward indefinitely.
18. SEGMENTS
The Company operates in three reportable segments further described in the Description of Business Note. The accounting policies applied to the segments are the same as those described in the summary of significant accounting policies, with the exception of allocations between segments related to net interest income and other comprehensive income (loss), which are reflected in Other income (loss), and allocations between segments related to investment balances, which are presented net of associated financings in Total Assets. These allocations are made to reflect the economic hedging relationship between investments within different operating segments. Activities that are not directly attributable or not allocated to any of the three current operating segments (such as investments in commercial mortgage-backed securities, preferred stock dividends and corporate existence costs) are reported under Corporate and Other as reconciling items to the Company’s consolidated financial statements. The tables below summarize the result of operations and total assets by segment that are provided to the Chief Operating Decision Maker (CODM), which is the Company’s Operating Committee. 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:
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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
Financial Statements
December 31, 2025
Agency Residential Credit MSR Corporate & Other Consolidated
(dollars in thousands)
Interest income $ 3,860,554 $ 2,097,433 $ — $ 1,218 $ 5,959,205
Interest expense 3,105,686 1,717,154 — 865 4,823,705
Net interest income 754,868 380,279 — 353 1,135,500
Servicing and related income — — 579,592 — 579,592
Servicing and related expense — — 60,273 — 60,273
Net servicing income — — 519,319 — 519,319
Other income (loss) 677,429 11,516 ( 101,581 ) 2,266 589,630
Less: Total general and administrative expenses 69,862 65,241 37,545 26,981 199,629
Income (loss) before income taxes 1,362,435 326,554 380,193 ( 24,362 ) 2,044,820
Income taxes 494 ( 27,396 ) 18,423 1,609 ( 6,870 )
Net income (loss) 1,361,941 353,950 361,770 ( 25,971 ) 2,051,690
Less: Net income (loss) attributable to noncontrolling interest — 24,428 — — 24,428
Net income (loss) attributable to Annaly 1,361,941 329,522 361,770 ( 25,971 ) 2,027,262
Dividends on preferred stock — — — 157,931 157,931
Net income (loss) available (related) to common stockholders 1,361,941 329,522 361,770 ( 183,902 ) 1,869,331
Unrealized gains (losses) on available-for-sale securities 386,709 — — — 386,709
Reclassification adjustment for net (gains) losses included in net income (loss) 142,407 — — — 142,407
Other comprehensive income (loss) 529,116 — — — 529,116
Comprehensive income (loss) 1,891,057 353,950 361,770 ( 25,971 ) 2,580,806
Comprehensive income (loss) attributable to noncontrolling interests — 24,428 — — 24,428
Comprehensive income (loss) attributable to Annaly $ 1,891,057 $ 329,522 $ 361,770 $ ( 25,971 ) $ 2,556,378
Noncash investing and financing activities:
Receivable for unsettled trades 846 — 185 — 1,031
Payable for unsettled trades 1,938,963 — 120,423 — 2,059,386
Net change in unrealized gains (losses) on available-for-sale securities, net of reclassification adjustment 529,116 — — — 529,116
Dividends declared, not yet paid — — — 494,881 494,881
Total assets
Total assets $ 91,816,874 $ 39,310,418 $ 4,388,619 $ 93,927 $ 135,609,838
F-34
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
Financial Statements
December 31, 2024
Agency Residential Credit MSR Corporate & Other Consolidated
(dollars in thousands)
Interest income $ 3,340,101 $ 1,490,076 $ — $ 9,857 $ 4,840,034
Interest expense 3,367,984 1,217,780 — 6,474 4,592,238
Net interest income ( 27,883 ) 272,296 — 3,383 247,796
Servicing and related income — — 485,406 — 485,406
Servicing and related expense — — 49,469 — 49,469
Net servicing income — — 435,937 — 435,937
Other income (loss) 381,691 147,449 ( 19,330 ) 4,841 514,651
Less: Total general and administrative expenses 63,854 53,408 34,670 19,424 171,356
Income (loss) before income taxes 289,954 366,337 381,937 ( 11,200 ) 1,027,028
Income taxes 2,026 ( 15,705 ) 29,108 ( 169 ) 15,260
Net income (loss) 287,928 382,042 352,829 ( 11,031 ) 1,011,768
Less: Net income (loss) attributable to noncontrolling interest — 9,862 — — 9,862
Net income (loss) attributable to Annaly 287,928 372,180 352,829 ( 11,031 ) 1,001,906
Dividends on preferred stock — — — 154,551 154,551
Net income (loss) available (related) to common stockholders 287,928 372,180 352,829 ( 165,582 ) 847,355
Unrealized gains (losses) on available-for-sale securities ( 244,278 ) — — — ( 244,278 )
Reclassification adjustment for net (gains) losses included in net income (loss) 561,996 — — — 561,996
Other comprehensive income (loss) 317,718 — — — 317,718
Comprehensive income (loss) 605,646 382,042 352,829 ( 11,031 ) 1,329,486
Comprehensive income (loss) attributable to noncontrolling interests — 9,862 — — 9,862
Comprehensive income (loss) attributable to Annaly $ 605,646 $ 372,180 $ 352,829 $ ( 11,031 ) $ 1,319,624
Noncash investing and financing activities:
Receivable for unsettled trades 2,142,357 — 59,090 — 2,201,447
Payable for unsettled trades 280,515 — 27,767 — 308,282
Net change in unrealized gains (losses) on available-for-sale securities, net of reclassification adjustment 317,718 — — — 317,718
Dividends declared, not yet paid — — — 375,932 375,932
Total assets
Total assets $ 71,834,543 $ 28,137,561 $ 3,406,686 $ 177,594 $ 103,556,384
F-35
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
Financial Statements
December 31, 2023
Agency Residential Credit MSR Corporate & Other Consolidated
(dollars in thousands)
Interest income $ 2,772,963 $ 930,232 $ — $ 28,386 $ 3,731,581
Interest expense 3,096,245 728,273 — 18,447 3,842,965
Net interest income ( 323,282 ) 201,959 — 9,939 ( 111,384 )
Servicing and related income — — 364,157 — 364,157
Servicing and related expense — — 37,652 — 37,652
Net servicing income — — 326,505 — 326,505
Other income (loss) ( 1,824,323 ) 171,678 13,975 ( 12,921 ) ( 1,651,591 )
Less: Total general and administrative expenses 58,852 49,021 29,872 24,808 162,553
Income (loss) before income taxes ( 2,206,457 ) 324,616 310,608 ( 27,790 ) ( 1,599,023 )
Income taxes 1,629 17,121 21,070 ( 386 ) 39,434
Net income (loss) ( 2,208,086 ) 307,495 289,538 ( 27,404 ) ( 1,638,457 )
Less: Net income (loss) attributable to noncontrolling interest — 4,714 — — 4,714
Net income (loss) attributable to Annaly ( 2,208,086 ) 302,781 289,538 ( 27,404 ) ( 1,643,171 )
Dividends on preferred stock — — — 141,676 141,676
Net income (loss) available (related) to common stockholders ( 2,208,086 ) 302,781 289,538 ( 169,080 ) ( 1,784,847 )
Unrealized gains (losses) on available-for-sale securities 580,680 — — — 580,680
Reclassification adjustment for net (gains) losses included in net income (loss) 1,792,816 — — — 1,792,816
Other comprehensive income (loss) 2,373,496 — — — 2,373,496
Comprehensive income (loss) 165,410 307,495 289,538 ( 27,404 ) 735,039
Comprehensive income (loss) attributable to noncontrolling interests — 4,714 — — 4,714
Comprehensive income (loss) attributable to Annaly $ 165,410 $ 302,781 $ 289,538 $ ( 27,404 ) $ 730,325
Noncash investing and financing activities:
Receivable for unsettled trades 2,709,398 — 826 — 2,710,224
Payable for unsettled trades 3,232,941 10 16,438 — 3,249,389
Net change in unrealized gains (losses) on available-for-sale securities, net of reclassification adjustment 2,373,496 — — — 2,373,496
Dividends declared, not yet paid — — — 325,052 325,052
Total assets
Total assets $ 71,167,416 $ 19,149,003 $ 2,578,644 $ 332,173 $ 93,227,236
F-36
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
Financial Statements
19. RISK MANAGEMENT
The primary risks to the Company are liquidity and funding risk, investment/market risk, credit risk and operational risk. Interest rates are highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors beyond the Company’s control. Changes in the general level of interest rates can affect net interest income, which is the difference between the interest income earned on interest earning assets and the interest expense incurred in connection with the interest bearing liabilities, by affecting the spread between the interest earning assets and interest bearing liabilities. Changes in the level of interest rates can also affect the value of the interest earning assets and the Company’s ability to realize gains from the sale of these assets. A decline in the value of the interest earning assets pledged as collateral for borrowings under repurchase agreements and derivative contracts could result in the counterparties demanding additional collateral or liquidating some of the existing collateral to reduce borrowing levels.
The Company may seek to mitigate the potential financial impact of these risks by entering into interest rate agreements such as interest rate swaps, interest rate swaptions and other hedges.
Weakness in the mortgage market, the shape of the yield curve, changes in the expectations for the volatility of future interest rates and deterioration of financial conditions in general may adversely affect the performance and market value of the Company’s investments. This could negatively impact the Company’s book value. Furthermore, if many of the Company’s lenders are unwilling or unable to provide additional financing, the Company could be forced to sell its investments at an inopportune time when prices are depressed. The Company has established policies and procedures for mitigating risks, including conducting scenario and sensitivity analyses and utilizing a range of hedging strategies.
The payment of principal and interest on the Freddie Mac and Fannie Mae Agency mortgage-backed securities, which exclude CRT securities issued by Freddie Mac and Fannie Mae, is guaranteed by those respective agencies and the payment of principal and interest on Ginnie Mae Agency mortgage-backed securities is backed by the full faith and credit of the U.S. government.
The Company faces credit risk on the portions of its portfolio which are not guaranteed by the respective Agency or by the full faith and credit of the U.S. government. The Company is exposed to credit risk on commercial mortgage-backed securities, residential mortgage loans, CRT securities and other non-Agency mortgage-backed securities. MSR values may also be adversely impacted by rising borrower delinquencies which would reduce servicing income and increase overall costs to service the underlying mortgage loans. The Company is exposed to risk of loss if an issuer, borrower or counterparty fails to perform its obligations under contractual terms. The Company has established policies and procedures for mitigating credit risk, including reviewing and establishing limits for credit exposure, limiting transactions with specific counterparties, pre-purchase due diligence, maintaining qualifying collateral, continually assessing the creditworthiness of issuers, borrowers and counterparties, credit rating monitoring and active servicer oversight.
The Company depends on third party service providers to perform various business processes related to its operations, including mortgage loan servicers and sub-servicers. The Company’s vendor management policy establishes procedures for engaging, onboarding and monitoring the performance of third party vendors. For mortgage loan servicers and sub-servicers, these procedures include assessing a vendor’s financial health as well as oversight of its compliance with applicable laws and regulations, cybersecurity and business continuity programs and security of personal information.
20. LEASE COMMITMENTS AND CONTINGENCIES
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. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. 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.
F-37
ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
Financial Statements
Supplemental information related to leases as of and for the year ended December 31, 2025 was as follows:
Operating Leases Classification December 31, 2025
Assets (dollars in thousands)
Operating lease right-of-use assets Other assets $ 26,509
Liabilities
Operating lease liabilities (1)
Other liabilities $ 33,127
Lease term and discount rate
Weighted average remaining lease term 16.2 years
Weighted average discount rate (1)
7.0 %
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases $ 3,149
(1) For the Company’s leases that do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at adoption date in determining the present value of lease payments.
The following table provides details related to maturities of lease liabilities:
Maturity of Lease Liabilities
Years ended December 31, (dollars in thousands)
2026 $ 261
2027 2,503
2028 3,854
2029 3,831
Later years 52,041
Total lease payments $ 62,490
Less: imputed interest 29,363
Present value of lease liabilities $ 33,127
Contingencies
From time to time, the Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material effect on the Company’s consolidated financial statements. There were no material contingencies at December 31, 2025 and 2024.
21. SUBSEQUENT EVENTS
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. 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.
F-38
SIGNATURES
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.
Date: February 12, 2026
By: /s/ David L. Finkelstein
David L. Finkelstein
Chief Executive Officer and Co-Chief Investment Officer (Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
Signature Title Date
/s/ David L. Finkelstein
David L. Finkelstein
Chief Executive Officer, Co-Chief Investment Officer, and Director (Principal Executive Officer)
February 12, 2026
/s/ Serena Wolfe
Serena Wolfe
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) February 12, 2026
/s/ Thomas Edward Hamilton
Thomas Edward Hamilton
Director, Chair of the Board February 12, 2026
/s/ Kathy Hopinkah Hannan
Kathy Hopinkah Hannan
Director February 12, 2026
/s/ Martin Laguerre
Martin Laguerre
Director February 12, 2026
/s/ Manon Laroche
Manon Laroche
Director February 12, 2026
/s/ Eric A. Reeves
Eric A. Reeves
Director February 12, 2026
/s/ Glenn A. Votek
Glenn A. Votek
Director February 12, 2026
/s/ Scott Wede
Scott Wede
Director February 12, 2026
/s/ Vicki Williams
Vicki Williams
Director February 12, 2026
II-1
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.