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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)
October 2, 2026
Annaly Capital Management Inc
(Exact Name of Registrant as Specified in its Charter)
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Maryland | 1-13447 | 22-3479661 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
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| 1211 Avenue of the Americas | | |
| New York, | New York | | 10036 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 696-0100
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:
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| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
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| Common Stock, par value $0.01 per share | NLY | New York Stock Exchange |
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| 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 |
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| 8.875% Series J Fixed-Rate Cumulative Redeemable Preferred Stock | NLY.J | 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 3.03 Material Modifications to Rights of Security Holders.
The information set forth in Item 5.03 of this report is incorporated herein by reference.
Item 5.03 Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 1, 2026, Annaly Capital Management, Inc. (the “Company”) redeemed all 17,700,000 shares of issued and outstanding 6.750% Series I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series I Preferred Stock”). On October 2, 2026, the Company filed Articles Supplementary (the “Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland which, effective October 2, 2026, reclassified and redesignated all 17,700,000 of its recently redeemed shares of Series I Preferred Stock as shares of common stock, par value $0.01 per share. As of October 2, 2026, no shares of Series I Preferred Stock were authorized, issued and outstanding.
A copy of the Articles Supplementary is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. The description of the terms of the Articles Supplementary in this Item 5.03 is qualified in its entirety by reference to Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. | | Description |
3.1 | | Articles Supplementary filed with the State Department of Assessments and Taxation of Maryland effective October 2, 2026. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | ANNALY CAPITAL MANAGEMENT, INC. (REGISTRANT) |
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| | By: | | /s/ Serena Wolfe |
| | Name: | | Serena Wolfe |
| | Title: | | Chief Financial Officer |
Dated: October 2, 2026
