Annaly Capital Management Files 8-K on Security Holder Rights

TL;DR

NLY filed an 8-K detailing changes to security holder rights for common and preferred stock, effective Aug 6.

AI Summary

Annaly Capital Management, Inc. (NLY) filed an 8-K on August 7, 2025, reporting material modifications to security holder rights and other events. The filing specifically mentions actions related to its common stock and preferred stock series, including the A6.95% Series F, A6.50% Series G, and A6.75% Series I fixed-to-floating rate cumulative redeemable preferred stock, all effective August 6, 2025.

Why It Matters

This filing indicates potential changes or updates to the rights associated with Annaly's common and preferred stock, which could impact investors' expectations and the company's capital structure.

Risk Assessment

Risk Level: low — The filing is a standard 8-K reporting routine changes to security holder rights, not indicating immediate financial distress or significant negative events.

Key Players & Entities

• Annaly Capital Management Inc (company) — Filer
• 0001043219 (company) — Central Index Key
• A6.95% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (company) — Security Type
• A6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (company) — Security Type
• A6.75% Series I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (company) — Security Type
• August 6, 2025 (date) — Effective Date
• August 7, 2025 (date) — Filing Date

FAQ

Key Financial Figures

• $0.01 — ich Registered Common Stock, par value $0.01 per share NLY New York Stock Exchan
• $25.00 — d rate equal to 8.875% per annum of the $25.00 liquidation preference per share (equiv
• $2.21875 — (equivalent to the fixed annual rate of $2.21875 per share). Dividends on the Series J P

Filing Documents

• d73706d8k.htm (8-K) — 42KB
• d73706dex11.htm (EX-1.1) — 202KB
• d73706dex51.htm (EX-5.1) — 15KB
• d73706dex81.htm (EX-8.1) — 19KB
• g73706dsp74.jpg (GRAPHIC) — 13KB
• g73706dsp75.jpg (GRAPHIC) — 9KB
• g73706dsp78.jpg (GRAPHIC) — 4KB
• g73706dsp79.jpg (GRAPHIC) — 3KB
• 0001193125-25-175436.txt ( ) — 548KB
• nly-20250806.xsd (EX-101.SCH) — 5KB
• nly-20250806_def.xml (EX-101.DEF) — 14KB
• nly-20250806_lab.xml (EX-101.LAB) — 25KB
• nly-20250806_pre.xml (EX-101.PRE) — 15KB
• d73706d8k_htm.xml (XML) — 9KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 Annaly Capital Management, Inc. (Exact name of registrant as specified in its charter) Maryland 1-13447 22-3479661 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number) 1211 Avenue of the Americas New York , New York 10036 (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code): (212) 696-0100 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Common Stock, par value $0.01 per share NLY New York Stock Exchange 6.95% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock NLY.F New York Stock Exchange 6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock NLY.G New York Stock Exchange 6.75% Series I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock NLY.I New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934 Emerging Growth Company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item3.03. Material Modifications to Rights of Security Holders. On August 6, 2025, Annaly Capital Management, Inc. (the "Company") filed, with the State Department of Assessments and Taxation of the State of Maryland (the "SDAT"), Articles Supplementary (the "Series J Articles Supplementary") to the charter of the Company classifying and designating 11,500,000 shares of the Company's authorized common stock, par value $0.01 per share ("Common Stock"), as its 8.875% Series J Fixed-Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share (the "Series J Preferred Stock"), with the powers, designations, preferences and other rights as set forth therein. The Series J Articles Supplementary, among other things, provide that the Company will pay cumulative cash dividends on the Series J Preferred Stock when, as and if authorized by the Company's Board of Directors and declared by the Company. Holders of Series J Preferred Stock will be entitled to receive cumulative cash dividends from and including August 7, 2025 at a fixed rate equal to 8.875% per annum of the $25.00 liquidation preference per share (equivalent to the fixed annual rate of $2.21875 per share). Dividends on the Series J Preferred Stock will be payable quarterly in arrears on the last day of each March, June, September and December, when and as declared, beginning on December 31, 2025 (provided that if any dividend payment date is not a business day, then the dividend which would otherwise have been payable on that dividend payment date may be paid on the next succeeding business day). The Series J Preferred Stock ranks senior to the Common Stock, with respect to the payment of dividends and rights upon the voluntary or involuntary liquidation, dissolution or winding up of the Company. The Series J Preferred Stock will not be redeemable before September 30, 2030, except under certain limited circumstances intended to preserve the Company's qualification as a real estate investment trust ("REIT") and except upon the occurrence of a Change of Control (as defined in the Series J Articles Supplementary). On or after September 30, 2030, the Company may, at its option, redeem, in whole or in part, at any time or from time to time, the Series J Preferred Stock at redemption price of $25.00 per share, plus any accumulated and unpaid dividends thereon (whether or not authorized or declared) to, but excluding, the redemption date. In addition, upon the occurrence of a Change of Control, the Company may, at its option, redeem some or all of the shares of Series J Preferred Stock, in whole or in part, within 120 days after the first date on which such Cha

View Full Filing

View this 8-K filing on SEC EDGAR