ANNALY CAPITAL MANAGEMENT INC 10-K

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, 2024 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 91 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, 2024. In making this assessment, the Company’s management used criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission’s (“COSO”) Internal Control-Integrated Framework (2013). Based on the Annaly’s management’s evaluation under the framework in Internal Control—Integrated Framework (2013), Annaly’s management concluded that its internal control over financial reporting was effective as of December 31, 2024. 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. 92 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, 2024, 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, 2024, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial condition as of December 31, 2024 and 2023, the related consolidated statements of comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated February 13, 2025 expressed an unqualified opinion thereon. 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 13, 2025 93 ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES ITEM 9B. OTHER INFORMATION During the quarter ended December 31, 2024, no director or officer of the Company adopted , modified or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, each as defined in Item 408 of Regulation S-K. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 94 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, 2024. 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, 2024. 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, 2024. 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, 2024. 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, 2024 concerning shares of our common stock authorized for issuance under the Incentive Plans. 95 (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 — $ — 27,373,885 Equity compensation plans not approved by security holders — — — Total — $ — 27,373,885 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, 2024. 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, 2024. 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, 2024. 96 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 Amendment and Restatement of the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-11 (Registration No. 333-32913) filed August 5, 1997). 3.2 Articles of Amendment of the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form S-3 (Registration Statement 333-74618) filed June 12, 2002). 3.3 Articles of Amendment to the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed August 3, 2006). 3.4 Articles of Amendment to the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.4 of the Registrant’s Quarterly Report on Form 10-Q filed May 7, 2008). 3.5 Articles of Amendment to the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed June 23, 2011). 3.6 Articles of Amendment to the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed May 23, 2019). 3.7 Articles of Amendment to the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed September 23, 2022). 3.8 Articles of Amendment to the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant's Current Report on Form 8-K filed September 23, 2022). 3.9 Articles of Amendment to the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed May 19, 2023). 3.10 Articles Supplementary designating the Registrant’s 6% Series B Cumulative Convertible Preferred Stock, liquidation preference $25.00 per share (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on 8-K filed April 10, 2006). 3.11 Articles Supplementary designating the Registrant’s 7.625% Series C Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed May 16, 2012). 3.12 Articles Supplementary designating the Registrant’s 7.50% Series D Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed September 13, 2012). 3.13 Articles Supplementary designating the Registrant’s 7.625% Series E Cumulative Redeemable Preferred Stock, liquidation preference $25.00 (incorporated by reference to Exhibit 3.12 to the Registrant’s Registration Statement on Form 8-A filed July 12, 2016). 3.14 Articles Supplementary reclassifying the Registrant’s 6% Series B Cumulative Convertible Preferred Stock, liquidation preference $25.00 per share (incorporated by reference to Exhibit 3.13 to the Registrant’s Registration Statement on Form 8-A filed July 27, 2017). 97 ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES 3.15 Articles Supplementary designating the Registrant’s 6.95% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share (incorporated by reference to Exhibit 3.14 to the Registrant’s Registration Statement on Form 8-A filed July 27, 2017). 3.16 Articles Supplementary reclassifying and designating (1) 7,412,500 authorized but unissued shares of the Registrant’s preferred stock, $0.01 par value per share, without designation as to series or class, as shares of undesignated Common Stock; (2) 650,000 authorized but unissued shares of the Registrant’s 7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share, as shares of undesignated Common Stock; and (3) 3,400,000 authorized but unissued shares of the Registrant’s 6.95% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share, as shares of undesignated Common Stock. (incorporated by reference to Exhibit 3.15 of the Registrant’s Quarterly Report on Form 10-Q filed November 3, 2017). 3.17 Articles Supplementary designating Annaly’s 6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share (incorporated by reference to Exhibit 3.16 to the Registrant’s Registration Statement on Form 8-A filed January 10, 2018). 3.18 Articles Supplementary reclassifying and designating (i) 11,500,000 authorized but unissued shares of the Registrant’s preferred stock, $0.01 par value per share, without designation as to series or class, as shares of Registrant’s undesignated common stock and (ii) 5,000,000 authorized but unissued shares of Registrant’s 7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share, as shares of Registrant’s undesignated common stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed August 3, 2018). 3.19 Form of Articles Supplementary designating Annaly’s 8.125% Series H Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share (incorporated by reference to Exhibit 3.17 to the Registrant’s Registration Statement on Form 8-A filed September 7, 2018). 3.20 Articles Supplementary reclassifying and designating 2,200,000 authorized but unissued shares of the Registrant’s preferred stock, $0.01 par value per share, without designation as to series or class, as shares of undesignated Common Stock (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed June 3, 2019). 3.21 Articles Supplementary designating Annaly’s 6.750% Series I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share (incorporated by reference to Exhibit 3.20 to the Registrant’s Registration Statement on Form 8-A filed June 26, 2019). 3.22 Articles Supplementary reclassifying and designating 7,000,000 authorized but unissued shares of Registrant’s 7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share, as shares of Registrant’s undesignated common stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed July 22, 2019). 3.23 Articles Supplementary filed with the State Department of Assessments and Taxation of Maryland effective on January 4, 2021 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed January 5, 2021). 3.24 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 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). 4.7 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). 4.8 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). 98 ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES 4.9 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). 4.10 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). 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 2020 Performance Stock Unit Award (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed July 1, 2020).* 10.8 Form of 2020 Restricted Stock Unit Award (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed July 1, 2020).* 10.9 Form of 2022 Performance Stock Unit Award (incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K filed February 18, 2022).* 10.10 Form of 2022 Restricted Stock Unit Award (incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K filed February 18, 2022.* 10.11 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).* 10.12 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).* 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 C o- 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 C o- 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, 2024 and 2023; (ii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022; (iii) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022; 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† 99 ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES 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, 2024 (formatted in Inline XBRL and contained in Exhibit 101). * Exhibit Numbers 10.2, 10.3, 10.5, 10.6, 10.7, 10.8, 10.9, 10.10, 10.11 are management contracts or compensatory plans required to be filed as Exhibits to this Form 10-K. † Submitted electronically herewith. ITEM 16. FORM 10-K SUMMARY None. 100 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, 2024 and 2023 and for the Years Ended December 31, 2024, 2023 and 2022 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 . Sale of Middle Market Lending Portfolio F- 18 Note 1 0 . Derivative Instruments F- 18 Note 1 1 . Fair Value Measurements F- 23 Note 1 2 . Intangible Assets F- 27 Note 1 3 . Secured Financing F- 27 Note 1 4 . Capital Stock F- 29 Note 1 5 . Long-Term Stock Incentive Plan F- 31 Note 1 6 . Interest Income and Interest Expense F- 32 Note 1 7 . Net Income (Loss) Per Common Share F- 33 Note 1 8 . Income Taxes F- 33 Note 19 . Segments F- 34 Note 2 0 . Risk Management F- 38 Note 2 1 . Lease Commitments and Con tingencies F- 38 Note 2 2 . Subsequent Events F- 39 101 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, 2024 and 2023, the related consolidated statements of comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, 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, 2024, 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 13, 2025 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 $2.9 billion as of December 31, 2024 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 13, 2025 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, 2024 2023 Assets Cash and cash equivalents (includes pledged assets of $ 1,202,880 and $ 1,136,298 , respectively) (1) $ 1,488,027 $ 1,412,148 Securities (includes pledged assets of $ 67,692,062 and $ 65,400,248 , respectively) (2) 69,756,447 69,613,565 Loans, net (includes pledged assets of $ 2,754,028 and $ 2,082,419 , respectively) (3) 3,546,902 2,353,084 Mortgage servicing rights (includes pledged assets of $ 2,460,252 and $ 1,781,279 , respectively) 2,909,134 2,122,196 Assets transferred or pledged to securitization vehicles 21,973,188 13,307,622 Derivative assets 225,351 162,557 Receivable for unsettled trades 2,201,447 2,710,224 Principal and interest receivable 1,069,038 1,222,705 Intangible assets, net 9,416 12,106 Other assets 377,434 311,029 Total assets $ 103,556,384 $ 93,227,236 Liabilities and stockholders’ equity Liabilities Repurchase agreements $ 65,688,923 $ 62,201,543 Other secured financing 750,000 500,000 Debt issued by securitization vehicles 19,540,678 11,600,338 Participations issued 1,154,816 1,103,835 U.S. Treasury securities sold, not yet purchased 2,470,629 2,132,751 Derivative liabilities 59,586 302,295 Payable for unsettled trades 308,282 3,249,389 Interest payable 268,317 287,937 Dividends payable 375,932 325,052 Other liabilities 242,269 179,005 Total liabilities 90,859,432 81,882,145 Stockholders’ equity Preferred stock, par value $ 0.01 per share, 63,500,000 authorized, issued and outstanding 1,536,569 1,536,569 Common stock, par value $ 0.01 per share, 1,468,250,000 authorized, 578,357,118 and 500,080,287 issued and outstanding, respectively 5,784 5,001 Additional paid-in capital 25,257,716 23,672,391 Accumulated other comprehensive income (loss) ( 1,017,682 ) ( 1,335,400 ) Accumulated deficit ( 13,173,146 ) ( 12,622,768 ) Total stockholders’ equity 12,609,241 11,255,793 Noncontrolling interests 87,711 89,298 Total equity 12,696,952 11,345,091 Total liabilities and equity $ 103,556,384 $ 93,227,236 (1) Includes cash of consolidated Variable Interest Entities (“VIEs”) of $ 2.8 million and $ 2.0 million at December 31, 2024 and 2023, respectively. (2) Excludes $ 2.2 billion and $ 1.5 billion at December 31, 2024 and 2023, 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 $ 10.0 million and $ 1.2 million of residential mortgage loans held for sale at December 31, 2024 and 2023, 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, 2024 2023 2022 Net interest income Interest income $ 4,840,034 $ 3,731,581 $ 2,778,887 Interest expense 4,592,238 3,842,965 1,309,735 Net interest income 247,796 ( 111,384 ) 1,469,152 Net servicing income Servicing and related income 485,406 364,157 246,926 Servicing and related expense 49,469 37,652 25,145 Net servicing income 435,937 326,505 221,781 Other income (loss) Net gains (losses) on investments and other ( 1,849,585 ) ( 2,125,618 ) ( 4,602,456 ) Net gains (losses) on derivatives 2,269,301 400,092 4,859,174 Loan loss (provision) reversal — 219 20,660 Business divestiture-related gains (losses) — — ( 40,258 ) Other, net 94,935 73,716 6,667 Total other income (loss) 514,651 ( 1,651,591 ) 243,787 General and administrative expenses Compensation expense 130,403 119,592 112,703 Other general and administrative expenses 40,953 42,961 50,026 Total general and administrative expenses 171,356 162,553 162,729 Income (loss) before income taxes 1,027,028 ( 1,599,023 ) 1,771,991 Income taxes 15,260 39,434 45,571 Net income (loss) 1,011,768 ( 1,638,457 ) 1,726,420 Net income (loss) attributable to noncontrolling interests 9,862 4,714 1,095 Net income (loss) attributable to Annaly 1,001,906 ( 1,643,171 ) 1,725,325 Dividends on preferred stock 154,551 141,676 110,623 Net income (loss) available (related) to common stockholders $ 847,355 $ ( 1,784,847 ) $ 1,614,702 Net income (loss) per share available (related) to common stockholders Basic $ 1.62 $ ( 3.61 ) $ 3.93 Diluted $ 1.62 $ ( 3.61 ) $ 3.92 Weighted average number of common shares outstanding Basic 521,737,554 494,541,323 411,348,484 Diluted 522,747,610 494,541,323 411,621,758 Other comprehensive income (loss) Net income (loss) $ 1,011,768 $ ( 1,638,457 ) $ 1,726,420 Unrealized gains (losses) on available-for-sale securities ( 244,278 ) 580,680 ( 8,204,542 ) Reclassification adjustment for net (gains) losses included in net income (loss) 561,996 1,792,816 3,537,236 Other comprehensive income (loss) 317,718 2,373,496 ( 4,667,306 ) Comprehensive income (loss) 1,329,486 735,039 ( 2,940,886 ) Comprehensive income (loss) attributable to noncontrolling interests 9,862 4,714 1,095 Comprehensive income (loss) attributable to Annaly 1,319,624 730,325 ( 2,941,981 ) Dividends on preferred stock 154,551 141,676 110,623 Comprehensive income (loss) attributable to common stockholders $ 1,165,073 $ 588,649 $ ( 3,052,604 ) 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, 2024 2023 2022 Preferred stock Beginning of period $ 1,536,569 $ 1,536,569 $ 1,536,569 End of period $ 1,536,569 $ 1,536,569 $ 1,536,569 Common stock Beginning of period $ 5,001 $ 4,683 $ 3,649 Issuance 780 315 1,031 Stock-based award activity 3 3 3 End of period $ 5,784 $ 5,001 $ 4,683 Additional paid-in capital Beginning of period $ 23,672,391 $ 22,981,320 $ 20,324,780 Issuance 1,557,536 673,378 2,634,969 Stock-based award activity 27,789 17,693 21,571 End of period $ 25,257,716 $ 23,672,391 $ 22,981,320 Accumulated other comprehensive income (loss) Beginning of period $ ( 1,335,400 ) $ ( 3,708,896 ) $ 958,410 Unrealized gains (losses) on available-for-sale securities ( 244,278 ) 580,680 ( 8,204,542 ) Reclassification adjustment for net (gains) losses included in net income (loss) 561,996 1,792,816 3,537,236 End of period $ ( 1,017,682 ) $ ( 1,335,400 ) $ ( 3,708,896 ) Accumulated deficit Beginning of period $ ( 12,622,768 ) $ ( 9,543,233 ) $ ( 9,653,582 ) Net income (loss) attributable to Annaly 1,001,906 ( 1,643,171 ) 1,725,325 Dividends declared on preferred stock (1) ( 154,551 ) ( 141,676 ) ( 110,623 ) Dividends and dividend equivalents declared on common stock and stock-based awards (1) ( 1,397,733 ) ( 1,294,688 ) ( 1,504,353 ) End of period $ ( 13,173,146 ) $ ( 12,622,768 ) $ ( 9,543,233 ) Total stockholder’s equity $ 12,609,241 $ 11,255,793 $ 11,270,443 Noncontrolling interests Beginning of period $ 89,298 $ 98,983 $ 25,499 Net income (loss) attributable to noncontrolling interests 9,862 4,714 1,095 Equity contributions from (distributions to) noncontrolling interests ( 11,449 ) ( 14,399 ) 72,389 End of period $ 87,711 $ 89,298 $ 98,983 Total equity $ 12,696,952 $ 11,345,091 $ 11,369,426 (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, 2024 2023 2022 Cash flows from operating activities Net income (loss) $ 1,011,768 $ ( 1,638,457 ) $ 1,726,420 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities Amortization of premiums and discounts of investments, net 113,040 185,728 87,154 Amortization of securitized debt premiums and discounts and deferred financing costs 3,579 13,824 ( 4,733 ) Depreciation, amortization and other noncash expenses 30,356 24,806 20,506 Net (gains) losses on investments and derivatives 783,191 3,310,579 109,443 Business divestiture-related (gains) losses — — 40,258 Income (loss) from unconsolidated joint ventures ( 5,790 ) 10,270 ( 11,454 ) Loan loss provision (reversal) — ( 219 ) ( 20,660 ) Payments on purchases of loans held for sale ( 58,306 ) — — Proceeds from sales and repayments of loans held for sale 48,951 1,577 4,597 Proceeds from U.S. Treasury securities 8,613,104 2,015,608 — Payments on U.S. Treasury securities ( 8,156,998 ) — — Net receipts (payments) on derivatives 779,334 ( 862,032 ) 3,643,954 Net change in Other assets ( 61,883 ) ( 136,804 ) ( 11,437 ) Interest receivable 154,651 ( 585,817 ) ( 403,613 ) Interest payable ( 19,620 ) ( 37,343 ) 233,753 Other liabilities 75,282 65,483 ( 41,777 ) Net cash provided by (used in) operating activities 3,310,659 2,367,203 5,372,411 Cash flows from investing activities Payments on purchases of securities ( 32,213,640 ) ( 41,036,338 ) ( 45,474,466 ) Proceeds from sales of securities 21,106,379 31,259,983 25,055,929 Principal payments on securities 6,834,322 6,153,217 9,541,036 Payments on purchases and origination of loans ( 13,239,286 ) ( 5,503,696 ) ( 6,137,067 ) Proceeds from sales of loans 686,062 21,242 1,930,367 Principal payments on loans 2,612,778 1,086,508 1,562,308 Payments on purchases of MSR ( 863,117 ) ( 396,806 ) ( 1,009,349 ) Proceeds from sales of MSR 66,269 — 9,085 Payments on purchases of interests in MSR — — ( 4,913 ) Proceeds from reverse repurchase agreements 609,316,231 128,615,235 24,500,024 Payments on reverse repurchase agreements ( 609,316,231 ) ( 128,615,235 ) ( 24,500,024 ) Distributions in excess of cumulative earnings from unconsolidated joint ventures 25,403 — — Net cash provided by (used in) investing activities ( 14,984,830 ) ( 8,415,890 ) ( 14,527,070 ) Cash flows from financing activities Proceeds from repurchase agreements and other secured financing 6,004,596,943 5,351,050,481 3,571,043,066 Payments on repurchase agreements and other secured financing ( 6,000,859,559 ) ( 5,348,111,535 ) ( 3,566,953,367 ) Proceeds from issuances of securitized debt 10,330,083 4,480,804 5,473,311 Principal payments on securitized debt ( 2,394,166 ) ( 944,163 ) ( 1,234,090 ) Payments on purchases of securitized debt — ( 2,504 ) ( 8,495 ) Payment of deferred financing cost ( 4,259 ) ( 4,012 ) — Proceeds from participations issued 4,135,190 2,007,464 1,908,204 Payments on repurchases of participations issued ( 4,055,490 ) ( 1,674,650 ) ( 1,973,666 ) Principal payments on participations issued ( 45,722 ) ( 52,635 ) ( 50,712 ) Net contributions (distributions) from (to) noncontrolling interests ( 11,449 ) ( 14,399 ) 72,389 Net proceeds from stock offerings, direct purchases and dividend reinvestments 1,558,316 673,693 2,636,000 Settlement of stock-based awards in satisfaction of withholding tax requirements ( 6,157 ) ( 6,661 ) ( 4,108 ) Dividends paid ( 1,493,680 ) ( 1,517,762 ) ( 1,519,249 ) Net cash provided by (used in) financing activities 11,750,050 5,884,121 9,389,283 Net (decrease) increase in cash and cash equivalents 75,879 ( 164,566 ) 234,624 Cash and cash equivalents including cash pledged as collateral, beginning of period 1,412,148 1,576,714 1,342,090 Cash and cash equivalents including cash pledged as collateral, end of period $ 1,488,027 $ 1,412,148 $ 1,576,714 Supplemental disclosure of cash flow information Interest received $ 3,782,985 $ 3,278,519 $ 2,459,012 Interest paid (excluding interest paid on interest rate swaps) $ 3,831,509 $ 3,551,873 $ 866,829 Net interest received (paid) on interest rate swaps $ 1,649,965 $ 1,306,551 $ 15,621 Taxes received (paid) $ ( 1,688 ) $ 1,104 $ ( 492 ) Noncash investing and financing activities Receivable for unsettled trades $ 2,201,447 $ 2,710,224 $ 575,091 Payable for unsettled trades $ 308,282 $ 3,249,389 $ 1,157,846 Net change in unrealized gains (losses) on available-for-sale securities, net of reclassification adjustment $ 317,718 $ 2,373,496 $ ( 4,667,306 ) Dividends declared, not yet paid $ 375,932 $ 325,052 $ 412,113 Derecognition of assets of consolidated VIEs $ — $ — $ 424,005 Derecognition of securitized debt of consolidated VIEs $ — $ — $ 391,928 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, 2024, 2023 and 2022 ________________________________________________________________________________________________________________________________ 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 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 $ 1.2 billion and $ 1.1 billion at December 31, 2024 and December 31, 2023, 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 or 120 days for corporate debt 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 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, 2024 and 2023. Financial Instruments (1) Balance Sheet Line Item Type / Form Measurement Basis December 31, 2024 December 31, 2023 Assets (dollars in thousands) Securities Agency mortgage-backed securities (2) Fair value, with unrealized gains (losses) through other comprehensive income $ 8,234,911 $ 15,665,352 Securities Agency mortgage-backed securities (3) Fair value, with unrealized gains (losses) through earnings 59,199,157 50,643,436 Securities Residential credit risk transfer securities Fair value, with unrealized gains (losses) through earnings 754,915 974,059 Securities Non-agency mortgage-backed securities Fair value, with unrealized gains (losses) through earnings 1,493,186 2,108,274 Securities Commercial real estate debt investments - CMBS Fair value, with unrealized gains (losses) through earnings 74,278 222,444 Total securities 69,756,447 69,613,565 Loans, net Residential mortgage loans Fair value, with unrealized gains (losses) through earnings 3,546,902 2,353,084 Assets transferred or pledged to securitization vehicles Residential mortgage loans Fair value, with unrealized gains (losses) through earnings 21,973,188 13,307,622 Liabilities Repurchase agreements Repurchase agreements Amortized cost $ 65,688,923 $ 62,201,543 Other secured financing Loans Amortized cost 750,000 500,000 Debt issued by securitization vehicles Securities Fair value, with unrealized gains (losses) through earnings 19,540,678 11,600,338 Participations issued Participations issued Fair value, with unrealized gains (losses) through earnings 1,154,816 1,103,835 U.S. Treasury securities sold, not yet purchased Securities Fair value, with unrealized gains (losses) through earnings 2,470,629 2,132,751 (1) Receivable for unsettled trades, Principal and interest receivable, Payable for unsettled trades, Interest payable and Dividends payable are accounted for at cost. (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. All of the debt securities are classified as available-for-sale. Available-for-sale debt securities are carried at fair value, with changes in fair value recognized in other comprehensive income, unless the fair value option is elected in which case changes in fair value are recognized in Net gains (losses) on investments and other in the Consolidated Statements of Comprehensive Income (Loss). Effective July 1, 2022, the Company elected the fair value option for any newly purchased Agency mortgage-backed securities in order to simplify the accounting for these securities. For the years ended December 31, 2024 and 2023, ($ 1.1 ) billion and $ 611.5 million of unrealized gains (losses) on Agency mortgage-backed securities, for which the fair value option was elected, were reported in Net gains (losses) on investments and other in the Company’s Consolidated Statements of Comprehensive Income (Loss). Agency mortgage-backed securities purchased prior to July 1, 2022, are still classified as available-for-sale with changes in fair value recognized in other comprehensive income. 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 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 F-10 ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES Financial Statements recognized in the Consolidated Statements of Comprehensive Income (Loss) as a securities loss provision and reflected as an allowance for credit losses on securities in the Consolidated Statements of Financial Condition, while the balance of losses related to other factors will be recognized as a component of Other comprehensive income (loss). When the fair value of a held-to-maturity security is less than the cost, the Company performs an analysis to determine whether it expects to recover the entire cost basis of the security. Agency Mortgage-Backed Securities - The Company invests in mortgage pass-through certificates, collateralized mortgage obligations and other MBS representing interests in or obligations backed by pools of residential or multifamily mortgage loans and certificates. Many of the underlying loans and certificates are guaranteed by the Government National Mortgage Association (“Ginnie Mae”), the Federal Home Loan Mortgage Corporation (“Freddie Mac”) or the Federal National Mortgage Association (“Fannie Mae”) (collectively, “Agency mortgage-backed securities”). 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, Alt-A loan, subprime loan, non-performing loan (“NPL”) and re-performing loan (“RPL”) 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, 2024: Agency Securities Residential Credit Securities Commercial Securities Total (dollars in thousands) Beginning balance January 1, 2024 $ 66,308,788 $ 3,082,333 $ 222,444 $ 69,613,565 Purchases 28,692,300 574,256 — 29,266,556 Sales ( 20,566,652 ) ( 802,933 ) ( 136,313 ) ( 21,505,898 ) Principal paydowns ( 6,114,284 ) ( 706,226 ) ( 13,774 ) ( 6,834,284 ) (Amortization) / accretion ( 100,506 ) 1,692 642 ( 98,172 ) Fair value adjustment ( 785,578 ) 98,979 1,279 ( 685,320 ) Ending balance December 31, 2024 $ 67,434,068 $ 2,248,101 $ 74,278 $ 69,756,447 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, 2024 and 2023: 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 securities $ 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 Alt-A 172,368 35 ( 1,724 ) 170,679 2,694 ( 8,481 ) 164,892 Prime (2) 1,824,609 27,484 ( 10,228 ) 43,725 2,732 ( 667 ) 45,790 Subprime 280,820 12 ( 30,081 ) 250,751 6,325 ( 11,493 ) 245,583 NPL/RPL 882,547 4,540 ( 3,762 ) 883,325 1,630 ( 6,347 ) 878,608 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 December 31, 2023 Principal / Notional Remaining Premium Remaining Discount Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Agency (dollars in thousands) Fixed-rate pass-through $ 63,444,987 $ 1,448,886 $ ( 1,318,948 ) $ 63,574,925 $ 477,242 $ ( 1,853,226 ) $ 62,198,941 Adjustable-rate pass-through 188,996 15,834 ( 51 ) 204,779 1,663 ( 14,953 ) 191,489 CMO 94,448 1,612 — 96,060 — ( 13,088 ) 82,972 Interest-only 2,010,697 416,955 — 416,955 4,729 ( 157,679 ) 264,005 Multifamily (1) 17,130,045 400,781 ( 9,752 ) 3,552,217 52,055 ( 59,744 ) 3,544,528 Reverse mortgages 26,183 3,193 — 29,376 — ( 2,523 ) 26,853 Total agency investments $ 82,895,356 $ 2,287,261 $ ( 1,328,751 ) $ 67,874,312 $ 535,689 $ ( 2,101,213 ) $ 66,308,788 Residential credit Credit risk transfer $ 924,729 $ 2,240 $ ( 4,358 ) $ 922,611 $ 51,984 $ ( 536 ) $ 974,059 Alt-A 164,384 9 ( 3,922 ) 160,471 2,135 ( 12,371 ) 150,235 Prime (2) 1,076,497 8,590 ( 21,163 ) 207,077 1,704 ( 28,134 ) 180,647 Subprime 272,955 — ( 31,751 ) 241,204 5,622 ( 11,221 ) 235,605 NPL/RPL 1,237,531 8,336 ( 9,224 ) 1,236,643 4,578 ( 43,666 ) 1,197,555 Prime jumbo (>=2010 vintage) (3) 9,425,280 71,960 ( 49,859 ) 365,676 10,696 ( 32,140 ) 344,232 Total residential credit securities $ 13,101,376 $ 91,135 $ ( 120,277 ) $ 3,133,682 $ 76,719 $ ( 128,068 ) $ 3,082,333 Total residential securities $ 95,996,732 $ 2,378,396 $ ( 1,449,028 ) $ 71,007,994 $ 612,408 $ ( 2,229,281 ) $ 69,391,121 Commercial Commercial securities $ 224,597 $ 15 $ ( 822 ) $ 223,790 $ 19 $ ( 1,365 ) $ 222,444 Total securities $ 96,221,329 $ 2,378,411 $ ( 1,449,850 ) $ 71,231,784 $ 612,427 $ ( 2,230,646 ) $ 69,613,565 (1) Principal/Notional amount includes $ 22.9 billion and $ 14.0 billion of Agency Multifamly interest-only securities as of December 31, 2024 and December 31, 2023, respectively. (2) Principal/Notional amount includes $ 1.8 billion and $ 0.9 billion of Prime interest-only securities as of December 31, 2024 and December 31, 2023, respectively. (3) Principal/Notional amount includes $ 10.2 billion and $ 9.1 billion of Prime Jumbo interest-only securities as of December 31, 2024 and December 31, 2023, 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, 2024 and 2023: December 31, 2024 December 31, 2023 Investment Type (dollars in thousands) Fannie Mae $ 63,211,517 $ 60,477,303 Freddie Mac 4,115,085 5,778,809 Ginnie Mae 107,466 52,676 Total $ 67,434,068 $ 66,308,788 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, 2024 and 2023, according to their estimated weighted average life classifications: December 31, 2024 December 31, 2023 Estimated Fair Value Amortized Cost Estimated Fair Value Amortized Cost Estimated weighted average life (dollars in thousands) Less than one year $ 407,856 $ 408,090 $ 254,753 $ 257,170 Greater than one year through five years 1,308,898 1,325,093 5,159,969 5,213,575 Greater than five years through ten years 66,027,670 68,242,391 62,158,711 63,662,144 Greater than ten years 1,937,745 2,009,558 1,817,688 1,875,105 Total $ 69,682,169 $ 71,985,132 $ 69,391,121 $ 71,007,994 The estimated weighted average lives of the Residential Securities at December 31, 2024 and 2023 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, 2024 and 2023. December 31, 2024 December 31, 2023 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 $ 49,820 $ ( 1,477 ) 34 $ 35,453 $ ( 418 ) 16 12 Months or more 8,054,162 ( 1,020,427 ) 1,377 15,455,118 ( 1,340,032 ) 1,747 Total $ 8,103,982 $ ( 1,021,904 ) 1,411 $ 15,490,571 $ ( 1,340,450 ) 1,763 (1) Excludes interest-only mortgage-backed securities and reverse mortgages and, effective July 1, 2022, newly purchased Agency pass-through, collateralized mortgage obligation (“CMO”) and multifamily securities. 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, 2024 and 2023, the Company disposed of $ 21.4 billion and $ 36.4 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, 2024 and 2023, 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, 2024 $ 90,968 $ ( 977,010 ) $ ( 886,042 ) December 31, 2023 $ 29,668 $ ( 2,920,487 ) $ ( 2,890,819 ) 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, 2024 and 2023, the Company had $ 3.5 billion and $ 2.4 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 $ 10.0 million and $ 1.2 million at December 31, 2024 and 2023, respectively. Allowance for Losses – Prior to the sale of its corporate debt and commercial loan portfolios, the Company evaluated the need for a loss reserve on each of its loans classified as held-for investment and carried at amortized cost based upon estimated current expected credit losses. The Company recorded net loan loss (provisions) reversals of $ 0 , $ 0.2 million and $ 20.7 million for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024 and 2023, the Company’s loan loss allowance was $ 0 and $ 0 , respectively. The following table presents the activity of the Company’s loan investments, excluding loans transferred or pledged to securitization vehicles and loan warehouse facilities, for the year ended December 31, 2024: Residential Loans (dollars in thousands) Beginning balance January 1, 2024 $ 2,353,084 Purchases / originations 13,289,226 Sales and transfers (1) ( 11,901,699 ) Principal payments ( 148,631 ) Gains / (losses) ( 28,011 ) (Amortization) / accretion ( 17,067 ) Ending balance December 31, 2024 $ 3,546,902 (1) Includes transfer of residential loans to securitization vehicles with a carrying value of $ 11.2 billion during the year ended December 31, 2024. 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 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. F-14 ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES Financial Statements The following table presents the fair value and the unpaid principal balances of the residential mortgage loan portfolio, including loans transferred or pledged to securitization vehicles, at December 31, 2024 and 2023: December 31, 2024 December 31, 2023 (dollars in thousands) Fair value $ 25,520,090 $ 15,660,706 Unpaid principal balance $ 26,297,725 $ 16,611,204 The following table provides information regarding the line items and amounts recognized in the Consolidated Statements of Comprehensive Income (Loss) for December 31, 2024 and 2023 for these investments: For the Years Ended December 31, 2024 December 31, 2023 (dollars in thousands) Interest income $ 1,282,941 $ 703,838 Net gains (losses) on disposal of investments (1) ( 10,761 ) ( 5,049 ) Net unrealized gains (losses) on instruments measured at fair value through earnings (1) ( 15,333 ) 374,764 Total included in net income (loss) $ 1,256,847 $ 1,073,553 (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, 2024 and 2023 for the residential mortgage loans, including loans transferred or pledged to securitization vehicles: Geographic Concentrations of Residential Mortgage Loans December 31, 2024 December 31, 2023 Property location % of Balance Property location % of Balance California 39.5 % California 40.1 % New York 10.9 % Florida 10.6 % Florida 10.1 % New York 10.5 % Texas 5.4 % Texas 5.6 % All other (none individually greater than 5%) 34.1 % All other (none individually greater than 5%) 33.2 % 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, 2024 and 2023: December 31, 2024 December 31, 2023 Portfolio Range Portfolio Weighted Average Portfolio Range Portfolio Weighted Average (dollars in thousands) Unpaid principal balance $ 1 - $ 4,396 $ 471 $ 1 - $ 4,396 $ 477 Interest rate 2.00 % - 18.00 % 6.43 % 2.00 % - 13.25 % 5.63 % Maturity 7/1/2029 - 12/1/2064 2/3/2053 7/1/2029 - 12/1/2063 4/22/2052 FICO score at loan origination 549 - 850 758 549 - 850 758 Loan-to-value ratio at loan origination 2 % - 100 % 68 % 3 % - 100 % 68 % At December 31, 2024 and 2023, approximately 16 % and 11 %, respectively, of the carrying value of the Company’s residential mortgage loans, including loans transferred or pledged to securitization vehicles, were adjustable-rate. 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). F-15 ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES Financial Statements The following table presents activity related to MSR for the years ended December 31, 2024 and 2023: Mortgage Servicing Rights December 31, 2024 December 31, 2023 (dollars in thousands) Fair value, beginning of period $ 2,122,196 $ 1,748,209 Purchases (1) 863,113 397,585 Sales ( 69,703 ) — Change in fair value due to Changes in valuation inputs or assumptions (2) 162,011 92,374 Other changes, including realization of expected cash flows ( 168,483 ) ( 115,972 ) Fair value, end of period $ 2,909,134 $ 2,122,196 (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 $ 2.3 billion at December 31, 2024. Assets of the VIEs may only be used to settle obligations of the VIEs. Creditors of the VIEs have no recourse to the general credit of the Company. 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. Multifamily Securitization In March 2020, the Company repackaged Fannie Mae guaranteed multifamily mortgage-backed securities with a principal cut-off balance of $ 0.5 billion and retained interest-only securities with a notional balance of $ 0.5 billion. At the inception of this arrangement, the Company determined that it was the primary beneficiary based upon its involvement in the design of this VIE and through the retention of a significant variable interest in the VIE. The Company elected the fair value option for the financial liabilities of this VIE in order to simplify the accounting; however, the financial assets were not eligible for the fair value option as it was not elected at purchase. During the year ended December 31, 2022, the Company deconsolidated the 2020 multifamily VIE since it sold all of its interest-only securities and no longer retains a significant variable interest in the entity. As a result of the deconsolidation of this VIE, the Company derecognized approximately $ 424.0 million of securities and approximately $ 391.9 million of debt issued by securitization vehicles and recognized a realized gain of $ 33.4 million, which is included in Net gains (losses) on investments and other in the Consolidated Statements of Comprehensive Income (Loss). Residential Securitizations 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 2024-NQM1 January 2024 $ 413,581 OBX 2024-NQM2 January 2024 $ 495,980 OBX 2024-HYB1 February 2024 $ 412,084 OBX 2024-NQM3 February 2024 $ 439,904 OBX 2024-NQM4 March 2024 $ 592,448 OBX 2024-HYB2 March 2024 $ 397,787 OBX 2024-NQM5 April 2024 $ 574,553 OBX 2024-NQM6 April 2024 $ 441,421 OBX 2024-NQM7 May 2024 $ 551,759 OBX 2024-NQM8 May 2024 $ 723,086 OBX 2024-NQM9 June 2024 $ 532,126 OBX 2024-NQM10 July 2024 $ 482,526 OBX 2024-NQM11 July 2024 $ 602,981 OBX 2024-NQM12 August 2024 $ 532,193 OBX 2024-NQM13 September 2024 $ 582,213 OBX 2024-J1 September 2024 $ 357,801 OBX 2024-NQM14 September 2024 $ 600,909 OBX 2024-NQM15 October 2024 $ 635,777 OBX 2024-NQM16 November 2024 $ 538,022 OBX 2024-NQM17 November 2024 $ 619,309 OBX 2024-NQM18 December 2024 $ 478,317 As of December 31, 2024 and 2023, a total carrying value of $ 19.5 billion and $ 11.6 billion, respectively, of bonds were held by third parties and the Company retained $ 2.3 billion and $ 1.4 billion, respectively, of MBS, which were eliminated in consolidation. The Company is deemed to be the primary beneficiary and consolidates the OBX Trusts because it has power to direct the activities that most significantly impact the OBX Trusts’ performance and holds a variable interest that could be potentially significant to these VIEs. Effective August 1, 2022, upon initial consolidation of new securitization entities, the Company elected to apply the measurement alternative for consolidated collateralized financing entities in order to simplify the accounting and valuation processes. The liabilities of these securitization entities are deemed to be more observable and are used to measure the fair value of the assets. During the years ended December 31, 2024 and 2023, the Company incurred $ 20.3 million and $ 8.2 million, respectively, of costs in connection with these securitizations that were expensed as incurred. The contractual principal amount of the OBX Trusts’ debt held by third parties was $ 20.5 billion and $ 12.6 billion at December 31, 2024 and 2023, respectively. During the years ended December 31, 2024 and 2023, the Company recorded $ 3.5 million and ($ 305.2 ) 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). 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. Credit Facility VIEs In connection with the sale of all of the assets that comprise the MML Portfolio, the credit facilities which provided financing for the Company’s corporate debt were paid-off and terminated during the year ended December 31, 2022. Refer to the “Sale of Middle Market Lending Portfolio” Note for additional information on the transaction. Corporate Debt Funds The Company managed parallel funds investing in senior secured first and second lien corporate loans (the “Fund Entities”). The Fund Entities were considered VIEs because the investors did not have substantive liquidation, kick-out or participating rights. The fees that the Company earned were not considered variable interests of the VIE. The Company was not the primary beneficiary of the Fund Entities and therefore did not consolidate the Fund Entities. The corporate loans in the Fund Entities were assets managed for third parties and were part of the MML Portfolio transferred to Ares during the three months ended June 30, 2022. Refer to the “Sale of Middle Market Lending Portfolio” Note for additional information on the transaction. F-17 ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES Financial Statements Residential Credit Fund The Company manages a fund investing in participations in residential mortgage loans. The residential credit fund is deemed to be a VIE because the entity does not have sufficient equity at risk to permit the legal entity to finance its activities without additional subordinated financial support provided by any parties, including equity holders, as capital commitments are not considered equity at risk. The Company is not the primary beneficiary and does not consolidate the residential credit fund as its only interest in the fund is the management and performance fees that it earns, which are not considered variable interests in the entity. As of December 31, 2024 and 2023 the Company had outstanding participating interests in residential mortgage loans of $ 1.2 billion and $ 1.1 billion, respectively. 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. SALE OF MIDDLE MARKET LENDING PORTFOLIO In April 2022, the Company entered into a definitive agreement to sell substantially all of the corporate loan interests held by the MML business operated by the Company, as well as assets managed for third parties (collectively, the “MML Portfolio”), to Ares Capital Management LLC (“Ares”) for $ 2.4 billion. The Company’s loans, having an unpaid principal balance of $ 1.9 billion, were transferred to Ares for cash proceeds of $ 1.9 billion and a realized gain of $ 20.4 million was recorded during the year ended December 31, 2022. As of December 31, 2022, all loans were transferred to Ares. 10. 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. 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, 2024 and 2023, ($ 3.3 ) billion and ($ 2.4 ) 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. F-18 ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES Financial Statements Interest Rate Swap Agreements – Interest rate swap agreements are the primary instruments used to mitigate interest rate risk. 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 exchange pricing. 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, 2024 and 2023: Derivatives Instruments December 31, 2024 December 31, 2023 Assets (dollars in thousands) Interest rate swaps $ 21,226 $ 26,344 Interest rate swaptions — 105,883 TBA derivatives 8,635 20,689 Futures contracts 190,980 — Purchase commitments 4,510 9,641 Total derivative assets $ 225,351 $ 162,557 Liabilities Interest rate swaps $ 7,212 $ 83,051 TBA derivatives 30,539 39,070 Futures contracts 16,650 179,835 Purchase commitments 5,185 339 Total derivative liabilities $ 59,586 $ 302,295 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, 2024 and 2023: 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 December 31, 2023 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 $ 21,397,358 3.17 % 5.26 % 1.23 3 - 6 years 12,461,799 3.09 % 5.37 % 4.75 6 - 10 years 22,949,150 2.85 % 5.34 % 8.02 Greater than 10 years 2,021,247 3.53 % 5.27 % 22.71 Total / Weighted average $ 58,829,554 3.04 % 5.31 % 5.36 (1) 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. As of December 31, 2023, 94 % and 6 % of the Company’s interest rate swaps were linked to SOFR and the Federal funds rate, respectively. (2) There were no forward starting swaps at December 31, 2024 and December 31, 2023. (3) The weighted average years to maturity of payer interest rate swaps is offset by the weighted average years to maturity of receiver interest rate swaps. As such, the net weighted average years to maturity for each maturity bucket may fall outside of the range listed. The following tables summarize certain characteristics of the Company’s swaptions at December 31, 2024 and 2023: December 31, 2024 Current Underlying Notional Weighted Average Underlying Fixed Rate Weighted Average Underlying Floating Rate Weighted Average Underlying Years to Maturity Weighted Average Months to Expiration (dollars in thousands) Long pay $ — — % SOFR 0.00 0 Long receive $ — — % SOFR 0.00 0 December 31, 2023 Current Underlying Notional Weighted Average Underlying Fixed Rate Weighted Average Underlying Floating Rate Weighted Average Underlying Years to Maturity Weighted Average Months to Expiration (dollars in thousands) Long pay $ 1,250,000 2.21 % SOFR 7.69 8.21 Long receive $ 500,000 1.65 % SOFR 10.30 3.53 F-20 ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES Financial Statements The following tables summarize certain characteristics of the Company’s TBA derivatives at December 31, 2024 and 2023: December 31, 2024 Purchase and Sale Contracts for Derivative TBAs 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 ) December 31, 2023 Purchase and Sale Contracts for Derivative TBAs Notional Implied Cost Basis Implied Market Value Net Carrying Value (dollars in thousands) Purchase contracts $ 988,000 $ 920,626 $ 915,790 $ ( 4,836 ) Sale contracts ( 1,491,000 ) ( 1,475,847 ) ( 1,489,392 ) ( 13,545 ) Net TBA derivatives $ ( 503,000 ) $ ( 555,221 ) $ ( 573,602 ) $ ( 18,381 ) The following tables summarize certain characteristics of the Company’s futures derivatives at December 31, 2024 and 2023: 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 December 31, 2023 Notional - Long Positions Notional - Short Positions Weighted Average Years to Maturity (dollars in thousands) U.S. Treasury futures - 2 year $ — $ ( 5,001,400 ) 1.97 U.S. Treasury futures - 10 year and greater — ( 1,733,600 ) 14.26 Total $ — $ ( 6,735,000 ) 5.13 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. F-21 ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES Financial Statements The following tables present information about derivative assets and liabilities that are subject to such provisions and can be offset in the Company’s Consolidated Statements of Financial Condition at December 31, 2024 and 2023, respectively. 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 December 31, 2023 Amounts Eligible for Offset Gross Amounts Financial Instruments Cash Collateral Net Amounts Assets (dollars in thousands) Interest rate swaps, at fair value $ 26,344 $ ( 21,505 ) $ — $ 4,839 Interest rate swaptions, at fair value 105,883 ( 45,930 ) ( 57,320 ) 2,633 TBA derivatives, at fair value 20,689 ( 13,282 ) — 7,407 Purchase commitments 9,641 — — 9,641 Liabilities Interest rate swaps, at fair value $ 83,051 $ ( 72,844 ) $ — $ 10,207 TBA derivatives, at fair value 39,070 ( 34,525 ) — 4,545 Futures contracts, at fair value 179,835 — ( 179,835 ) — Purchase commitments 339 — — 339 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, 2024 $ 1,202,907 $ ( 60,489 ) $ 1,001,988 December 31, 2023 $ 1,585,053 $ ( 74,757 ) $ ( 815,630 ) December 31, 2022 $ 366,161 $ ( 266,427 ) $ 3,480,708 (1) Included in Net gains (losses) on derivatives in the Consolidated Statements of Comprehensive Income (Loss). F-22 ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES Financial Statements The effect of other derivative contracts in the Company’s Consolidated Statements of Comprehensive Income (Loss) is as follows: 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 ($ 6.8 ) million of realized loss related to SOFR futures options. Year Ended December 31, 2023 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 $ ( 174,666 ) $ 33,833 $ ( 140,833 ) Net interest rate swaptions ( 29,438 ) ( 119,348 ) ( 148,786 ) Futures 194,316 ( 201,095 ) ( 6,779 ) Purchase commitments — 7,932 7,932 Credit derivatives ( 19,368 ) 13,260 ( 6,108 ) Total $ ( 294,574 ) 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, 2024. 11. 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. F-23 ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES Financial Statements Level 3 – inputs to the valuation methodology are unobservable and significant to overall fair value. The Company designates its securities as trading, available-for-sale or held-to-maturity depending upon the type of security and the Company’s intent and ability to hold such security to maturity. Securities classified as available-for-sale and trading are reported at fair value on a recurring basis. The following is a description of the valuation methodologies used for instruments carried at fair value. 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 and swaption markets and TBA derivatives are considered to be active markets such that participants transact with sufficient frequency and volume to provide transparent pricing information on an ongoing basis. 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 require 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-24 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, 2024 and December 31, 2023. There were no transfers between levels of the fair value hierarchy during the periods presented. 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 December 31, 2023 Level 1 Level 2 Level 3 Total Assets (dollars in thousands) Securities Agency mortgage-backed securities $ — $ 66,308,788 $ — $ 66,308,788 Credit risk transfer securities — 974,059 — 974,059 Non-Agency mortgage-backed securities — 2,108,274 — 2,108,274 Commercial mortgage-backed securities — 222,444 — 222,444 Loans Residential mortgage loans — 2,353,084 — 2,353,084 Mortgage servicing rights — — 2,122,196 2,122,196 Assets transferred or pledged to securitization vehicles — 13,307,622 — 13,307,622 Derivative assets Interest rate swaps — 26,344 — 26,344 Other derivatives — 136,213 — 136,213 Total assets $ — $ 85,436,828 $ 2,122,196 $ 87,559,024 Liabilities Debt issued by securitization vehicles $ — $ 11,600,338 $ — $ 11,600,338 Participations issued — 1,103,835 — 1,103,835 U.S. Treasury securities sold, not yet purchased 2,132,751 — — 2,132,751 Derivative liabilities Interest rate swaps — 83,051 — 83,051 Other derivatives 179,835 39,409 — 219,244 Total liabilities $ 2,312,586 $ 12,826,633 $ — $ 15,139,219 F-25 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, 2024 December 31, 2023 Discount rate 7.4 % - 12.4 % ( 8.4 %) 7.0 % - 12.0 % ( 8.6 %) Prepayment rate 4.7 % - 17.2 % ( 5.6 %) 4.8 % - 11.0 % ( 5.6 %) Delinquency rate 0.2 % - 4.1 % ( 1.3 %) 0.2 % - 4.2 % ( 1.3 %) Cost to service $ 83 - $ 99 ($ 87 ) $ 84 - $ 111 ($ 94 ) (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, 2024 and 2023. December 31, 2024 December 31, 2023 Carrying Value Fair Value Carrying Value Fair Value Financial liabilities Repurchase agreements $ 65,688,923 $ 65,688,923 $ 62,201,543 $ 62,201,543 Other secured financing 750,000 750,000 500,000 500,000 The carrying values of repurchase agreements and short term other secured financing approximate fair value and are considered Level 2 fair value measurements. Long term other secured financing is valued using Level 2 inputs. F-26 ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES Financial Statements 12. 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, 2024. Intangible Assets, net (dollars in thousands) Beginning balance January 1, 2024 $ 12,106 Less: amortization expense ( 2,690 ) Ending balance December 31, 2024 $ 9,416 13. 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 $ 65.7 billion and $ 62.2 billion of repurchase agreements with weighted average remaining maturities of 32 days and 44 days and weighted average rates of 4.76 % and 5.70 % at December 31, 2024 and 2023, respectively. In connection with its residential mortgage loans, the Company has select arrangements with counterparties to enter into repurchase agreements for $ 3.6 billion with remaining capacity of $ 2.2 billion at December 31, 2024. At December 31, 2024 and 2023, the repurchase agreements had the following remaining maturities and collateral types: 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 F-27 ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES Financial Statements December 31, 2023 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 33,492,952 555,568 840,400 — 191,276 35,080,196 30 to 59 days 18,090,265 — 528,341 — — 18,618,606 60 to 89 days 6,479,206 139,952 579,611 — — 7,198,769 90 to 119 days — — 39,714 207,592 — 247,306 Over 119 days (1) 2,511,003 — 169,697 644,259 — 3,324,959 Total $ 60,573,426 $ 695,520 $ 2,157,763 $ 851,851 $ 191,276 $ 64,469,836 Amounts offset in accordance with netting arrangements. ( 2,268,293 ) Net amounts of Repurchase agreements as presented in the Consolidated Statements of Financial Condition. $ 62,201,543 (1) Less than 1 % of the total repurchase agreements had a remaining maturity over 1 year at December 31, 2024. No repurchase agreements had a remaining maturity over 1 year at December 31, 2023. 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, 2024 and 2023. Refer to the “Derivative Instruments” Note for information related to the effect of netting arrangements on the Company’s derivative instruments. December 31, 2024 December 31, 2023 Reverse Repurchase Agreements Repurchase Agreements Reverse Repurchase Agreements Repurchase Agreements (dollars in thousands) Gross amounts $ 2,613,088 $ 68,302,011 $ 2,268,293 $ 64,469,836 Amounts offset ( 2,613,088 ) ( 2,613,088 ) ( 2,268,293 ) ( 2,268,293 ) Netted amounts $ — $ 65,688,923 $ — $ 62,201,543 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 fair value of collateral received in connection with reverse repurchase agreements as of December 31, 2023 was $ 2.3 billion, of which the Company sold $ 2.1 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, 2024, the Company had $ 1.6 billion in total committed credit facilities to finance a portion of its MSR portfolio. Outstanding borrowings under this facility as of December 31, 2024 totaled $ 750.0 million with maturities ranging between one month to two years . As of December 31, 2023, the Company had $ 1.25 billion in total committed credit facilities to finance a portion of its MSR portfolio. Outstanding borrowings under this facility as of December 31, 2023 totaled $ 500.0 million with maturities ranging between six months to one year . The weighted average interest rate of the borrowings was 7.21 % and 8.09 % as of December 31, 2024 and 2023, respectively. Borrowings are reported in Other secured financing in the Company’s Consolidated Statements of Financial Condition. Refer to the “Variable Interest Entities” Note for additional information on the Company’s other secured financing arrangements at December 31, 2023. Investments pledged as collateral under secured financing arrangements and interest rate swaps, excluding residential mortgage loans of consolidated VIEs, had an estimated fair value and accrued interest of $ 71.8 billion and $ 332.7 million, respectively, at December 31, 2024 and $ 68.2 billion and $ 279.5 million, respectively, at December 31, 2023. F-28 ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES Financial Statements 14. 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, 2024 and 2023. Shares authorized Shares issued and outstanding December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023 Par Value Common stock 1,468,250,000 1,468,250,000 578,357,118 500,080,287 $ 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, 2024 and 2023, no shares were repurchased under the Prior Common Stock Repurchase Program. 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. On August 6, 2020, the Company entered into separate Amended and Restated Distribution Agency Agreements (as amended by Amendment No. 1 to the Amended and Restated Distribution Agency Agreements on August 6, 2021, and Amendment No. 2 to the Amended and Restated Distribution Agency Agreements on November 3, 2022, collectively, the “Prior Sales Agreements”) with each of Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Keefe, Bruyette & Woods, Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC (collectively, the “Prior Sales Agents”). Pursuant to the Prior Sales Agreements, the Company offered and sold shares of its common stock, having an aggregate offering price of up to $ 1.5 billion, from time to time through any of the Prior Sales Agents (the “Prior At-the-Market Sales Program”). On September 20, 2024, the Company entered into new Distribution Agency Agreements (collectively, the “Sales Agreements”) with each of Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., Citizens JMP Securities, LLC, Goldman Sachs & Co. 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 “Sales Agents”), which terminated and replaced the Prior Sales Agreements. Under the terms of the Sales Agreements, the Company may offer and sell shares of its common stock, having an aggregate offering price of up to $ 1.5 billion, from time to time through any of the Sales Agents (the “Current At-the-Market Sales Program” and, together with the Prior At-the-Market Sales Program, the “at-the-market sales program”). 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. During the year ended December 31, 2023, under the at-the-market sales program, the Company issued 31.4 million shares for proceeds of $ 0.7 billion, net of commissions and fees. F-29 ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES Financial Statements (B) Preferred Stock The following is a summary of the Company’s cumulative redeemable preferred stock outstanding at December 31, 2024 and 2023. 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, 2024 December 31, 2023 December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023 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 % Total 63,500,000 63,500,000 63,500,000 63,500,000 $ 1,536,569 $ 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. 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, 2024, the Company had declared and paid all required quarterly dividends on the Company’s preferred stock. The Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, Series G Fixed-to-Floating Rate Cumulative Preferred Stock and Series I Fixed-to-Floating Rate Cumulative Preferred Stock rank senior to the common stock of the Company. On November 3, 2022, the Company’s Board of Directors approved a repurchase plan for all of its existing outstanding Preferred Stock (as defined below, the “Prior Preferred Stock Repurchase Program”). 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, we are authorized to repurchase up to an aggregate of 63,500,000 shares of Preferred Stock, comprised of up to (i) 28,800,000 shares of its Series F Preferred Stock, (ii) 17,000,000 shares of its Series G Preferred Stock, and (iii) 17,700,000 shares of its Series I Preferred Stock. 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. F-30 ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES Financial Statements (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, 2024 December 31, 2023 (dollars in thousands, except per share data) Dividends and dividend equivalents declared on common stock and share-based awards $ 1,397,733 $ 1,294,688 Distributions declared per common share (1) $ 2.60 $ 2.60 Distributions paid to common stockholders after period end $ 375,932 $ 325,052 Distributions paid per common share after period end $ 0.65 $ 0.65 Date of distributions paid to common stockholders after period end January 31, 2025 January 31, 2024 Dividends declared to series F preferred stockholders $ 74,887 $ 73,892 Dividends declared per share of series F preferred stock (2) $ 2.600 $ 2.566 Dividends declared to series G preferred stockholders $ 41,619 $ 37,916 Dividends declared per share of series G preferred stock (2) $ 2.448 $ 2.230 Dividends declared to series I preferred stockholders $ 38,045 $ 29,868 Dividends declared per share of series I preferred stock (2) $ 2.149 $ 1.688 (1) 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. For the year ended December 31, 2023, 100 % of common stock dividend distributions of $ 2.83 per share paid in calendar year 2023 and $ 0.65 per share paid on January 31, 2024 were taxable as ordinary income. (2) For the years ended December 31, 2024 and 2023, 100 % of the preferred stock dividend distributions per share were taxable as ordinary income. 15. 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 $ 23.2 million for the year ended December 31, 2024. As of December 31, 2024, there was $ 27.9 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 1.83 years. F-31 ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES Financial Statements 16. 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 Alt-A (2) Prospective Prime (2) Prospective Subprime (2) Prospective NPL/RPL (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, 2024, 2023 and 2022. For the Years Ended December 31, 2024 2023 2022 Interest income (dollars in thousands) Agency securities (1) $ 3,205,862 $ 2,740,320 $ 2,144,696 Residential credit securities 203,758 225,266 140,220 Residential mortgage loans (1) 1,282,941 703,838 410,229 Commercial investment portfolio (1) (2) 9,857 28,385 81,855 Reverse repurchase agreements 137,616 33,772 1,887 Total interest income $ 4,840,034 $ 3,731,581 $ 2,778,887 Interest expense Repurchase agreements $ 3,579,837 $ 3,337,527 $ 1,026,201 Debt issued by securitization vehicles 856,418 443,584 225,216 Participations issued 67,748 50,357 39,366 U.S. Treasury securities sold, not yet purchased 88,235 11,497 — Other — — 18,952 Total interest expense 4,592,238 3,842,965 1,309,735 Net interest income $ 247,796 $ ( 111,384 ) $ 1,469,152 (1) Includes assets transferred or pledged to securitization vehicles. (2) Includes corporate debt. F-32 ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES Financial Statements 17. 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, 2024, 2023 and 2022. For the Years Ended December 31, 2024 December 31, 2023 December 31, 2022 (dollars in thousands, except per share data) Net income (loss) $ 1,011,768 $ ( 1,638,457 ) $ 1,726,420 Net income (loss) attributable to noncontrolling interests 9,862 4,714 1,095 Net income (loss) attributable to Annaly 1,001,906 ( 1,643,171 ) 1,725,325 Dividends on preferred stock 154,551 141,676 110,623 Net income (loss) available (related) to common stockholders $ 847,355 $ ( 1,784,847 ) $ 1,614,702 Weighted average shares of common stock outstanding-basic 521,737,554 494,541,323 411,348,484 Add: Effect of stock awards, if dilutive 1,010,056 — 273,274 Weighted average shares of common stock outstanding-diluted 522,747,610 494,541,323 411,621,758 Net income (loss) per share available (related) to common share Basic $ 1.62 $ ( 3.61 ) $ 3.93 Diluted $ 1.62 $ ( 3.61 ) $ 3.92 The computations of diluted net income (loss) per share available (related) to common share for the years ended December 31, 2023 and 2022 exclude 1.9 million and 0.7 million, respectively, of potentially dilutive restricted stock units and performance stock units because their effect would have been anti-dilutive. There were no potentially dilutive restricted stock units or performance stock units for the year ended December 31, 2024. 18. INCOME TAXES For the year ended December 31, 2024 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. The provisions of ASC 740, Income Taxes (“ASC 740”), clarify the accounting for uncertainty in income taxes recognized in financial statements and prescribe a recognition threshold and measurement attribute for uncertain tax positions taken or expected to be taken on a tax return. ASC 740 also requires that interest and penalties related to unrecognized tax benefits be recognized in the financial statements. The Company does not have any unrecognized tax benefits that would affect its financial position. Thus, no accruals for penalties and interest were deemed necessary at December 31, 2024 and 2023. 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 2021 and forward remain open for examination. During the years ended December 31, 2024, 2023 and 2022 the Company recorded $ 15.3 million, $ 39.4 million and $ 45.6 million, respectively, of income tax expense (benefit) attributable to its TRSs. Income tax expense (benefit) consists of the following: F-33 ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES Financial Statements For the Years Ended December 31, 2024 December 31, 2023 December 31, 2022 (dollars in thousands) Current Tax Expense (Benefit) Federal $ 771 $ — $ 133 State and local 240 28 115 Total current income tax expense (benefit) $ 1,011 $ 28 $ 248 Deferred Tax Expense (Benefit) Federal $ 12,468 $ 34,480 $ 39,658 State and local 1,781 4,926 5,665 Total deferred income tax expense (benefit) $ 14,249 $ 39,406 $ 45,323 Total income tax expense (benefit) $ 15,260 $ 39,434 $ 45,571 The difference between the Company's reported income tax provision and the U.S. federal statutory rate of 21.0% and state income tax rates is as follows: For the Years Ended December 31, 2024 December 31, 2023 December 31, 2022 Statutory federal income tax rate 21.0 % 21.0 % 21.0 % Non-taxable REIT income ( 22.5 %) ( 25.2 %) ( 21.0 %) State and local taxes 3.0 % 3.0 % 3.0 % VIE and Other — % ( 1.3 %) ( 0.3 %) Change in valuation allowance — % — % — % Total provision 1.5 % ( 2.5 %) 2.6 % As of December 31, 2024, the Company recorded a net deferred tax asset of $ 62.9 million resulting primarily from loss carryforwards, securitization gains and unrealized losses on swaps, and a net deferred tax liability of $ 131.9 million resulting primarily from unrealized gains on MSR, which is included in Other assets and Other liabilities, respectively, in the Consolidated Statements of Financial Condition. As of December 31, 2024, no valuation allowance was established. As of December 31, 2024, the Company's TRSs had approximately $ 50.3 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 $ 42.4 million that can be carried forward indefinitely. 19. 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. F-34 ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES Financial Statements The following tables present the results of operations of the Company’s reportable operating segments for the years ended December 31, 2024, 2023 and 2022: December 31, 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 December 31, 2022 Agency Residential Credit MSR Corporate & Other Consolidated (dollars in thousands) Interest income $ 2,146,583 $ 550,449 $ — $ 81,855 $ 2,778,887 Interest expense 936,063 344,669 6,202 22,801 1,309,735 Net interest income 1,210,520 205,780 ( 6,202 ) 59,054 1,469,152 Servicing and related income — — 246,926 — 246,926 Servicing and related expense — — 25,145 — 25,145 Net servicing income — — 221,781 — 221,781 Other income (loss) 480,383 ( 147,908 ) ( 47,510 ) ( 41,178 ) 243,787 Less: Total general and administrative expenses 50,817 47,005 29,784 35,123 162,729 Income (loss) before income taxes 1,640,086 10,867 138,285 ( 17,247 ) 1,771,991 Income taxes ( 792 ) ( 10,485 ) 57,055 ( 207 ) 45,571 Net income (loss) 1,640,878 21,352 81,230 ( 17,040 ) 1,726,420 Less: Net income (loss) attributable to noncontrolling interest — 1,088 — 7 1,095 Net income (loss) attributable to Annaly 1,640,878 20,264 81,230 ( 17,047 ) 1,725,325 Dividends on preferred stock — — — 110,623 110,623 Net income (loss) available (related) to common stockholders 1,640,878 20,264 81,230 ( 127,670 ) 1,614,702 Unrealized gains (losses) on available-for-sale securities ( 8,204,542 ) — — — ( 8,204,542 ) Reclassification adjustment for net (gains) losses included in net income (loss) 3,537,236 — — — 3,537,236 Other comprehensive income (loss) ( 4,667,306 ) — — — ( 4,667,306 ) Comprehensive income (loss) ( 3,026,428 ) 21,352 81,230 ( 17,040 ) ( 2,940,886 ) Comprehensive income (loss) attributable to noncontrolling interests — 1,088 — 7 1,095 Comprehensive income (loss) attributable to Annaly $ ( 3,026,428 ) $ 20,264 $ 81,230 $ ( 17,047 ) $ ( 2,941,981 ) Noncash investing and financing activities: Receivable for unsettled trades 572,089 — 3,002 — 575,091 Payable for unsettled trades 1,108,386 38 49,422 — 1,157,846 Net change in unrealized gains (losses) on available-for-sale securities, net of reclassification adjustment ( 4,667,306 ) — — — ( 4,667,306 ) Dividends declared, not yet paid — — — 412,113 412,113 Total assets Total assets $ 65,080,130 $ 14,152,927 $ 1,931,176 $ 686,479 $ 81,850,712 F-37 ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES Financial Statements 20. 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. 21. LEASE COMMITMENTS AND CONTINGENCIES The Company’s operating leases are primarily comprised of corporate office leases with remaining lease terms of approximately three years and seventeen years . The 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 year ended December 31, 2024 was $ 3.3 million. F-38 ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES Financial Statements Supplemental information related to leases as of and for the year ended December 31, 2024 was as follows: Operating Leases Classification December 31, 2024 Assets (dollars in thousands) Operating lease right-of-use assets Other assets $ 27,906 Liabilities Operating lease liabilities (1) Other liabilities $ 28,638 Lease term and discount rate Weighted average remaining lease term 17.1 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 $ 4,107 (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) 2025 $ 3,149 2026 261 2027 2,503 2028 3,854 Later years 55,872 Total lease payments $ 65,639 Less: imputed interest 37,001 Present value of lease liabilities $ 28,638 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, 2024 and 2023. 22. SUBSEQUENT EVENTS In January 2025, the Company completed and closed one securitization of residential mortgage loans, OBX 2025-NQM1, with a face value of $ 618.4 million. In February 2025, the Company completed and closed one securitization of residential mortgage loans, OBX 2025-NQM2, with a face value of $ 719.2 million. These securitizations represent financing transactions which provided non-recourse financing to the Company collateralized by residential mortgage loans purchased by the Company. In January 2025, the Company upsized capacity of an existing credit facility by $ 250 million for the Company’s MSR platform and closed a $ 300 million credit facility for the Company’s residential mortgage loans. F-39 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 13, 2025 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 13, 2025 /s/ Serena Wolfe Serena Wolfe Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) February 13, 2025 /s/ Francine J. Bovich Francine J. Bovich Director February 13, 2025 /s/ Thomas Edward Hamilton Thomas Edward Hamilton Director February 13, 2025 /s/ Kathy Hopinkah Hannan Kathy Hopinkah Hannan Director February 13, 2025 /s/ Michael E. Haylon Michael E. Haylon Director, Chair of the Board February 13, 2025 /s/ Martin Laguerre Martin Laguerre Director February 13, 2025 /s/ Manon Laroche Manon Laroche Director February 13, 2025 /s/ Eric A. Reeves Eric A. Reeves Director February 13, 2025 /s/ John H. Schaefer John H. Schaefer Director February 13, 2025 /s/ Glenn A. Votek Glenn A. Votek Director February 13, 2025 /s/ Scott Wede Scott Wede Director February 13, 2025 /s/ Vicki Williams Vicki Williams Director February 13, 2025 II-1