ANNALY CAPITAL MANAGEMENT INC

Regulatory Filings • Aug 3, 2022

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 1, 2022

Annaly Capital Management, Inc.

(Exact name of registrant as specified in its charter)

Commission file number 001-13447

Maryland	22-3479661
(State of incorporation)	(I.R.S. Employer Identification No.)

1211 Avenue of the Americas New York , New York 10036 (Address of principal executive offices)

(212) 696-0100

Registrant’s telephone number, including area code

Not Applicable

(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	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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On August 1, 2022, Annaly Capital Management, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, as representative of the several underwriters named therein (the “Underwriters”), relating to (i) the offer and sale of 100,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and (ii) the grant by the Company to the Underwriters of an option to purchase up to an additional 15,000,000 shares of Common Stock (together, the “Shares”). The offering closed on August 3, 2022. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and the description of the Underwriting Agreement contained herein is qualified in its entirety by reference to such exhibit.

The offering was conducted pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-262424). The offering was made pursuant to the prospectus supplement, dated August 1, 2022, and the accompanying prospectus, dated January 31, 2022, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended.

A copy of the opinion of Venable LLP relating to the legality of the issuance and sale of the Shares is attached to this Current Report on Form 8-K as Exhibit 5.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
1.1	Underwriting Agreement, dated August 1, 2022, by and among Annaly Capital Management, Inc. and Goldman Sachs & Co. LLC, as representative of the several underwriters.
5.1	Opinion of Venable LLP,
23.1	Consent of Venable LLP (included in Exhibit 5.1).
104	Cover page interactive data file (formatted in iXBRL in Exhibit 101).

2/3

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 3, 2022
By:	/s/ Anthony C. Green
Name:	Anthony C. Green
Title:	Chief Corporate Officer & Chief Legal Officer