Business Context and Reporting Period
Company: Annaly Capital Management Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: December 22, 2025
Principal Executive Offices: New York, New York
Reporting Period: This filing reports a specific event occurring on December 22, 2025, rather than a standard financial reporting period.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on a capital market transaction.
Material Changes and Agreements
Item 1.01: Entry into a Material Definitive Agreement
On December 22, 2025, the Company entered into separate Distribution Agency Agreements (Sales Agreements) with thirteen sales agents, including Barclays Capital Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC.
- Offering Size: The Company may offer and sell shares of Common Stock with an aggregate offering price of up to $2,500,000,000.
- Method of Sale: Shares may be sold through "at-the-market" offerings as defined in Rule 415(a)(4) under the Securities Act of 1933.
- Commission: The Company will pay each Sales Agent a commission not exceeding 1.00% of the gross sales price per share.
- Registration: Shares will be issued pursuant to the Company's automatic shelf registration statement on Form S-3 (No. 333-282261).
Guidance, Outlook, and Risks
Management Commentary: The filing indicates the Company has established a framework to sell shares from time to time at its election, utilizing commercially reasonable efforts by the Sales Agents consistent with normal trading practices.
Risks and Contingencies: The filing notes that the Sales Agreements contain customary representations, warranties, conditions to completing future sale transactions, indemnification rights, and termination provisions. No specific financial risks or contingencies regarding the Company's operations are detailed in this document.
Investor Verification Checklist
- Verify the current market price of Annaly Capital Management Inc. Common Stock (NLY) to assess the potential dilution impact of a $2.5 billion offering.
- Review the attached Distribution Agency Agreements (Exhibits 1.1 through 1.13) for specific termination rights and conditions precedent.
- Confirm the status of the underlying Form S-3 registration statement (No. 333-282261) to ensure it remains effective for future sales.
- Monitor subsequent filings for actual sales volumes and proceeds generated under these agreements.