Annaly Capital Management Inc美股招股说明书(2025-08-01版)

8.875% Series J Fixed-Rate Cumulative Redeemable Preferred Stock(Liquidation Preference $25.00 Per Share) We are offering 10,000,000 shares of our 8.875% Series J Fixed-Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, with a liquidation preference of $25.00 pershare, or the Series J Preferred Stock. Holders of Series J Preferred Stock will be entitled to receive cumulative cash dividends from and including the original issue date at a fixed rate equalto 8.875% per annum of the $25.00 per share liquidation preference (equivalent to $2.21875 per annum per share). Dividends will be payable quarterly in arrears on or about the last day ofMarch, June, September and December of each year, when and as authorized and declared, beginning on December31, 2025 (long first dividend period). Dividends will accumulate and becumulative from, and including, the date of original issuance of the Series J Preferred Stock. The Series J Preferred Stock is not redeemable by us prior to September30, 2030, except under circumstances where it is necessary to preserve our qualification as a real estateinvestment trust, or REIT, for U.S. federal income tax purposes and except as described below upon the occurrence of a Change of Control (as defined herein). On or after September30,2030, we may, at our option, subject to certain procedural requirements, redeem any or all of the shares of the Series J Preferred Stock for cash at a redemption price of $25.00 per share, plusany 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, wemay, at our option, subject to certain procedural requirements, redeem any or all of the shares of Series J Preferred Stock within 120 days after the first date on which such Change of Controloccurred, for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends thereon (whether or not authorized or declared) to, but excluding, the redemptiondate. The Series J Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless repurchased or redeemedby us or, as described below, converted into shares of our common stock, par value $0.01 per share, or our common stock, in connection with a Change of Control. Upon the occurrence of a Change of Control, each holder of Series J Preferred Stock will have the right (subject to our election to redeem the Series J Preferred Stock in whole or inpart, as described above, prior to the Change of Control Conversion Date (as defined herein)) to convert some or all of the shares of the Series J Preferred Stock held by such holder on theChange of Control Conversion Date into a number of shares of our common stock per share of Series J Preferred Stock equal to the lesser of: •the quotient obtained by dividing (i)the sum of the $25.00 liquidation preference per share of the Series J Preferred Stock, plus any accumulated and unpaid dividends thereon(whether or not authorized or declared) to, but excluding, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a dividend record date(as defined herein) and prior to the corresponding dividend payment date (as defined herein) for the Series J Preferred Stock, in which case no additional amount for suchaccumulated and unpaid dividends to be paid on such dividend payment date will be included in this sum) by (ii)the Common Stock Price (as defined herein); and •2.43072, or the Share Cap, subject to certain adjustments as explained herein; in each case, on the terms and subject to the conditions described in this prospectus supplement, including provisions for the receipt, under specified circumstances, of alternativeconsideration as described in this prospectus supplement. There are restrictions on transfer and ownership of the Series J Preferred Stock intended to, among other purposes, preserve our qualification as a REIT. Please see “Description of theSeries J Preferred Stock—Restrictions on Transfer and Ownership” in this prospectus supplement and “Restrictions on Ownership and Transfer” in the accompanying prospectus. In addition,except under limited circumstances as described in this prospectus supplement, holders of Series J Preferred Stock generally will not have any voting rights. Investing in the Series J Preferred Stock involves risks. You should carefully consider the risks that are described under the caption “Risk Factors”beginning on pageS-13of this prospectus supplement and included in our Annual Report on Form10-Kfor the year ended December31, 2024, as updated byany subsequent Quarterly Reports on Form10-Q,which are incorporated by reference into this prospectus supplement. Proceeds to us, before expenses (1)Assumes no exercise of the underwriters’ over-allotment option.(2)See “Underwriting” for additional information