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Item 5. Other Information

2025-05-08 compared with 2024-10-31 · 57 added, 35 removed, 32 unchanged (74% of the section changed)

OTHER INFORMATION

During the quarter ended September 30, 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.

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

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

Campbell , President and Chief Operating Officer

February 5, 2025 May 13, 2025 - June 17, 2025

August 4, 2025 - September 17, 2025

Serena Wolfe ,

Chief Financial Officer

February 6, 2025 May 13, 2025 - June 17, 2025

August 4, 2025 - September 17, 2025

Current At-The-Market Sales Program

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

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

Under the terms of the Sales Agreements, we may offer and sell shares of our common stock, having an aggregate offering price of up to $2.0 billion (the “Shares”), from time to time through any of the Sales Agents.

Pursuant to the Sales Agreements, the Shares may be offered and sold through the Sales Agents in transactions deemed to be “at-the-market” offerings as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended.

Under the Sales Agreements, each Sales Agent (at the Company’s election) will use commercially reasonable efforts consistent with its normal sales and trading practices to sell the Shares as directed by the Company.

Under the Sales Agreements, the Company will pay each of the Sales Agents a commission that will not exceed, but may be lower than, 1.25% of the gross sales price per share of Shares sold through it.

The Sales Agreements contain customary representations, warranties and agreements of the Company, and customary conditions to completing future sale transactions, indemnification rights and obligations of the parties and termination provisions.

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

Shares sold under the Sales Agreements, if any, will be issued pursuant to the Company’s automatic shelf registration statement on Form S-3 (No.

333-282261), including the prospectus, dated September 20, 2024, and the prospectus supplement, dated May 8, 2025, as the same may be amended or supplemented.

The foregoing description of the Sales Agreements is not complete and is qualified in its entirety by reference to the entire Sales Agreements, copies of which are attached hereto as Exhibits 1.1 through 1.13, inclusive, and which are incorporated herein by reference.

A copy of the opinion of Venable LLP relating to the legality of the issuance and sale of the Shares is attached hereto as Exhibit 5.1.

The exhibits required by this item are set forth on the Exhibit Index attached hereto.

Exhibit Number Exhibit Description

Distribution Agency Agreement, dated September 20, 2024, by and among Annaly Capital Management, Inc.

Distribution Agency Agreement, dated May 8, 2025, by and among Annaly Capital Management, Inc.

and Barclays Capital Inc.

(incorporated by reference to Exhibit 1.1 to the Registrant's Current Report on Form 8-K filed September 20, 2024).

Distribution Agency Agreement, dated September 20, 2024, by and among Annaly Capital Management, Inc.

Distribution Agency Agreement, dated May 8, 2025, by and among Annaly Capital Management, Inc.

and BNP Paribas Securities Corp.

(incorporated by reference to Exhibit 1.2 to the Registrant's Current Report on Form 8-K filed September 20, 2024).

Distribution Agency Agreement, dated September 20, 2024, by and among Annaly Capital Management, Inc.

Distribution Agency Agreement, dated May 8, 2025, by and among Annaly Capital Management, Inc.

and BofA Securities, Inc.

(incorporated by reference to Exhibit 1.3 to the Registrant's Current Report on Form 8-K filed September 20, 2024).

Distribution Agency Agreement, dated September 20, 2024, by and among Annaly Capital Management, Inc.

and Citizens JMP Securities, LLC (incorporated by reference to Exhibit 1.4 to the Registrant's Current Report on Form 8-K filed September 20, 2024).

"Distribution Agency Agreement, dated September 20, 2024, by and among Annaly Capital Management, Inc.

Distribution Agency Agreement, dated May 8, 2025, by and among Annaly Capital Management, Inc.

and BTIG, LLC.

Distribution Agency Agreement, dated May 8, 2025, by and among Annaly Capital Management, Inc.

and Citizens JMP Securities, LLC.

Distribution Agency Agreement, dated May 8, 2025, by and among Annaly Capital Management, Inc.

and Goldman Sachs & Co.

LLC (incorporated by reference to Exhibit 1.5 to the Registrant's Current Report on Form 8-K filed September 20, 2024).

Distribution Agency Agreement, dated September 20, 2024, by and among Annaly Capital Management, Inc.

Morgan Securities LLC (incorporated by reference to Exhibit 1.6 to the Registrant's Current Report on Form 8-K filed September 20, 2024).

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

Distribution Agency Agreement, dated September 20, 2024, by and among Annaly Capital Management, Inc.

Distribution Agency Agreement, dated May 8, 2025, by and among Annaly Capital Management, Inc.

Morgan Securities LLC.

Distribution Agency Agreement, dated May 8, 2025, by and among Annaly Capital Management, Inc.

and Keefe, Bruyette & Woods, Inc.

(incorporated by reference to Exhibit 1.7 to the Registrant's Current Report on Form 8-K filed September 20, 2024).

Distribution Agency Agreement, dated September 20, 2024, by and among Annaly Capital Management, Inc.

Distribution Agency Agreement, dated May 8, 2025, by and among Annaly Capital Management, Inc.

and Morgan Stanley & Co.

LLC (incorporated by reference to Exhibit 1.8 to the Registrant's Current Report on Form 8-K filed September 20, 2024).

Distribution Agency Agreement, dated September 20, 2024, by and among Annaly Capital Management, Inc.

and RBC Capital Markets, LLC (incorporated by reference to Exhibit 1.9 to the Registrant's Current Report on Form 8-K filed September 20, 2024).

Distribution Agency Agreement, dated September 20, 2024, by and among Annaly Capital Management, Inc.

and UBS Securities LLC (incorporated by reference to Exhibit 1.10 to the Registrant's Current Report on Form 8-K filed September 20, 2024).

Distribution Agency Agreement, dated September 20, 2024, by and among Annaly Capital Management, Inc.

and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 1.11 to the Registrant's Current Report on Form 8-K filed September 20, 2024).

Distribution Agency Agreement, dated May 8, 2025, by and among Annaly Capital Management, Inc.

and Piper Sandler & Co.

Distribution Agency Agreement, dated May 8, 2025, by and among Annaly Capital Management, Inc.

and RBC Capital Markets, LLC.

Distribution Agency Agreement, dated May 8, 2025, by and among Annaly Capital Management, Inc.

and UBS Securities LLC.

ANNALY CAPITAL MANAGEMENT, INC.

AND SUBSIDIARIES

Distribution Agency Agreement, dated May 8, 2025, by and among Annaly Capital Management, Inc.

and Wells Fargo Securities, LLC.

Opinion of Venable LLP.

Consent of Venable LLP (included in Exhibit 5.1) †

Certification of David L.

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

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

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

2 unchanged sentences

Certification of David L.

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

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

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

3 unchanged sentences

The following documents are formatted in Inline XBRL:

(i) Consolidated Statements of Financial Condition at September 30, 2024 (Unaudited) and December 31, 2023 (Derived from the audited Consolidated Statement of Financial Condition at December 31, 2023);

(ii) Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the three and nine months ended September 30, 2024 and 2023;

(iii) Consolidated Statements of Stockholders’ Equity (Unaudited) for the three and nine months ended September 30, 2024 and 2023;

(iv) Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2024 and 2023;

(i) Consolidated Statements of Financial Condition at March 31, 2025 (Unaudited) and December 31, 2024 (Derived from the audited Consolidated Statement of Financial Condition at December 31, 2024);

(ii) Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the three months ended March 31, 2025 and 2024;

(iii) Consolidated Statements of Stockholders’ Equity (Unaudited) for the three months ended March 31, 2025 and 2024;

(iv) Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2025 and 2024;

and (v) Notes to Consolidated Financial Statements (Unaudited).

4 unchanged sentences

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document †

104 The cover page for the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (formatted in Inline XBRL and contained in Exhibit 101).

104 The cover page for the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (formatted in Inline XBRL and contained in Exhibit 101).

† Submitted electronically herewith.

3 unchanged sentences

ANNALY CAPITAL MANAGEMENT, INC.

October 31, 2024 By:

Chief Executive Officer, Chief Investment Officer and Director (Principal Executive Officer)

October 31, 2024 By:

May 8, 2025 By:

Chief Executive Officer, Co-Chief Investment Officer and Director (Principal Executive Officer)

May 8, 2025 By:

/s/ Serena Wolfe

1 unchanged sentence

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

What changed 10-Q

Item 5. Other Information