Annaly Capital Management Inc美股招股说明书(2025-12-22版)

Common Stock We have entered into separate distribution agency agreements, each dated December22, 2025, with each of Barclays Capital Inc., BNP ParibasSecurities 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 FargoSecurities, LLC, each referred to herein as a sales agent and, collectively, the sales agents, relating to shares of our common stock, par value $0.01 pershare, or our common stock, offered by this prospectus supplement and the accompanying prospectus, pursuant to an “at-the-market” offering program.In accordance with the terms of the distribution agency agreements, we may offer and sell shares of our common stock having an aggregate offeringprice of up to $2,500,000,000 from time to time through the sales agents and any additional agents appointed under separate distribution agencyagreements in the future. Our common stock is listed on the New York Stock Exchange, or the NYSE, under the symbol “NLY.” The last reported sale price of our commonstock on the NYSE on December19, 2025 was $22.70 per share. Sales of shares of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in negotiatedtransactions including block trades, or will be made by means of ordinary brokers’ transactions on the NYSE at market prices prevailing at the time ofsale, at prices related to such prevailing market prices or at negotiated prices or through a market maker other than on an exchange, or any other methodpermitted by applicable law. The sales agents will be entitled to compensation of up to 1.00% of the gross proceeds for any shares of common stock soldunder the distribution agency agreements. Under the terms of the distribution agency agreements, we may also sell our common stock to a sales agent asprincipal for its own account at a price agreed 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 prospectus supplement or pricing supplement. There are restrictions on transfer and ownership of our common stock intended to, among other purposes, preserve our qualification as a realestate investment trust, or REIT. See “Restrictions on Ownership and Transfer” in the accompanying prospectus. Investing in our common stock involves risks. You should carefully consider the risks described under the caption “Risk Factors”beginning on page S-6 of this prospectus supplement and included in our most recent Annual Report on Form 10-K, as updated by anysubsequent 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 has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus to which it relates is truthful or complete. Anyrepresentation to the contrary is a criminal offense. BarclaysCitizens Capital MarketsKeefe, Bruyette& WoodsRBC Capital Markets A Stifel Company ABOUT THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUSWHERE YOU CAN FIND MORE INFORMATIONA WARNING ABOUT FORWARD-LOOKING STATEMENTSSUMMARYRISK FACTORSUSE OF PROCEEDSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE Prospectus You should rely only on the information contained or incorporated by reference into this prospectus supplement, the accompanyingprospectus or any applicable free writing prospectus. We have not, and the sales agents have not, authorized anyone to provide you withdifferent information. We are not, and the sales agents are not, making an offer of the shares of common stock covered by this prospectus supplement andthe accompanying prospectus in any jurisdiction where the offer is not permitted. You should assume that the information appearing inthis prospectus supplement, the accompanying prospectus, any applicable free writing prospectus and the documents incorporated byreference herein or therein is accurate only as of their respective dates or on the date or dates which are specified in these documents. Ourbusiness, financial condition, liquidity, results of operations and prospects may have changed since those dates. ABOUT THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also addsto, changes and updates information contained in the accompanying prospectus and the documents incorporated by reference herein or therein. Thesecond part, the accompanying prospectus, gives more general information, some of which may not apply to this offering. To the extent the information c