ANNALY CAPITAL MANAGEMENT INC 8-K

What Happened

• Annaly Capital Management, Inc. (NLY) announced on December 22, 2025 that it entered into Distribution Agency Agreements with 13 sales agents (including Barclays, Goldman Sachs, J.P. Morgan, Morgan Stanley, BofA and UBS) to sell shares of its common stock through at-the-market (ATM) offerings.
• The agreements allow Annaly to offer and sell up to $2,500,000,000 aggregate offering price of common stock from time to time under its existing Form S-3 shelf registration (No. 333-282261). The sales agents will use commercially reasonable efforts to sell shares as directed by the company.

Key Details

• Aggregate amount authorized for sale: up to $2,500,000,000 of common stock.
• Date of agreements filed: December 22, 2025.
• Sales method: at-the-market offerings under Rule 415(a)(4) (shares sold into the market at prevailing prices).
• Sales agent fees: commissions will not exceed 1.00% of the gross sales price per share (may be lower).
• Issuance to be made under Annaly’s automatic shelf registration (Form S-3); legal and tax opinions from Venable LLP and Hunton Andrews Kurth LLP are attached to the filing.

Why It Matters

• This ATM program gives Annaly a flexible way to raise equity capital opportunistically without a fixed secondary offering — useful for funding investments, managing leverage, or strengthening the balance sheet.
• For investors, potential share issuance under the program can dilute existing holdings and may affect the stock supply and share price depending on how much and when shares are sold; commissions and timing are set by the agreements and sales will be announced when executed.