Annaly Capital Management Inc美股招股说明书(2025-05-08版)

Annaly Capital Management, Inc. Common Stock We have entered into separate distribution agency agreements, each dated May8, 2025, with each ofBarclays Capital Inc., BNP Paribas Securities Corp., BofA Securities, Inc., BTIG, LLC, Citizens JMP Securities,LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Keefe, Bruyette & Woods, Inc., Morgan Stanley &Co, LLC, Piper Sandler & Co., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities,LLC, each referred to herein as a sales agent and, collectively, the sales agents, relating to shares of our commonstock, par value $0.01 per share, or our common stock, offered by this prospectus supplement and theaccompanying prospectus, pursuant to an “at-the-market” offering program. In accordance with the terms of thedistribution agency agreements, we may offer and sell shares of our common stock having an aggregate offeringprice of up to $2,000,000,000 from time to time through the sales agents and any additional agents appointedunder separate distribution agency agreements in the future. Our common stock is listed on the New York Stock Exchange, or the NYSE, under the symbol “NLY.” Thelast reported sale price of our common stock on the NYSE on May7, 2025 was $[•] per share. Sales of shares of our common stock, if any, under this prospectus supplement and the accompanyingprospectus may be made in negotiated transactions or will be made by means of ordinary brokers’ transactions onthe NYSE at market prices prevailing at the time of sale, at prices related to such prevailing market prices or atnegotiated prices or through a market maker other than on an exchange, or any other method permitted byapplicable law. The sales agents will be entitled to compensation of up to 1.25% of the gross proceeds for anyshares of common stock sold under the distribution agency agreements. Under the terms of the distributionagency agreements, we may also sell our common stock to a sales agent as principal for its own account at a priceagreed upon at the time of sale. If we sell shares of common stock to a sales agent as principal, we will enter intoa separate terms agreement with that sales agent, and we will describe this agreement in a separate prospectussupplement or pricing supplement. There are restrictions on transfer and ownership of our common stock intended to, among other purposes,preserve our qualification as a real estate investment trust, or REIT. See “Restrictions on Ownership andTransfer” in the accompanying prospectus. Investing in our common stock involves risks. You should carefully consider the risks described under thecaption “Risk Factors” beginning on pageS-5of this prospectus supplement and included in ourAnnual Report onForm 10-K for the year ended December31, 2024, as updated by any subsequent Quarterly Reports on Form 10-Q,which are incorporated by reference into this prospectus supplement. Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission hasapprovedor disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus towhich it relates is truthful or complete. Any representation to the contrary is a criminal offense. Wells Fargo Securities TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPEEMENT AND THE PROSPECTUSS-1WHERE YOU CAN FIND MORE INFORMATIONS-2A WARNING ABOUT FORWARD-LOOKING STATEMENTSS-3SUMMARYS-4RISK FACTORSS-5USE OF PROCEEDSS-6PLAN OF DISTRIBUTIONS-7LEGAL MATTERSS-9EXPERTSS-9INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-9 Prospectus ABOUT THIS PROSPECTUS1A WARNING ABOUT FORWARD-LOOKING STATEMENTS2ABOUT ANNALY CAPITAL MANAGEMENT, INC.3RISK FACTORS4USE OF PROCEEDS5DESCRIPTION OF EQUITY SECURITIES6DESCRIPTION OF WARRANTS9DESCRIPTION OF RIGHTS TO PURCHASE OUR SECURITIES10DESCRIPTION OF DEBT SECURITIES11DESCRIPTION OF PURCHASE CONTRACTS25DESCRIPTION OF UNITS26RESTRICTIONS ON OWNERSHIP AND TRANSFER27CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS29MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS34PLAN OF DISTRIBUTION60EXPERTS62LEGAL MATTERS62WHERE YOU CAN FIND MORE INFORMATION ABOUT US62INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE63 You should rely only on the information contained or incorporated by reference into this prospectussupplement, the accompanying prospectus or any applicable free writing prospectus. We have not, and the salesagents have not, authorized anyone to provide you with different information. We are not, and the sales agents are not, making an offer of the shares of common stock covered by thisprospectus supplement and the accompanying prospectus in any jurisdiction where the offer is not permitted.You should assume that the information appearing in this prospectus supplement, the accompanyingprospectus, any applicable free writing prospectus and the documents incorporated by reference herein ortherein isaccurate only as of their respective dates or on the date or dates which are