Annaly Capital Management, Inc. Form 8-K Filing

Annaly Capital Management, Inc. has entered into Distribution Agency Agreements with multiple sales agents, including Barclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., and others. These agreements allow the company to offer and sell shares of its common stock, with an aggregate offering price of up to $2,500,000,000. The sales will be conducted through "at-the-market" offerings as defined by Rule 415(a)(4) of the Securities Act of 1933. Each sales agent will use commercially reasonable efforts to sell the shares as directed by the company, and will receive a commission not exceeding 1.00% of the gross sales price per share. The agreements include customary representations, warranties, conditions, indemnification, and termination provisions. The shares will be issued under the company's automatic shelf registration statement on Form S-3, filed on September 20, 2024, with a prospectus supplement dated December 22, 2025. The filing also lists various exhibits, including the Distribution Agency Agreements and legal opinions.