[8-K] Patrick Industries Inc Reports Material Event

Rhea-AI Filing Summary

Annaly Capital Management (NYSE: NLY) has filed a preliminary 424B5 prospectus supplement to issue an unspecified number of Series J Fixed-Rate Cumulative Redeemable Preferred shares with a $25 liquidation preference. The dividend coupon, expressed as “%,” has not yet been fixed. Cash dividends will accrue from the issue date and be paid quarterly, commencing 31 Dec 2025 (long first period), and will be cumulative.

Redemption & conversion: The shares are non-redeemable until 30 Sep 2030 except to preserve REIT status or following a Change of Control (CoC). Thereafter, Annaly may redeem at $25 plus unpaid dividends. Upon a CoC, holders can opt to convert into common stock at the lesser of (i) the liquidation preference plus accrued dividends divided by the “Common Stock Price,” or (ii) a share-cap formula. Shares not converted may be redeemed. The offering will be listed on the NYSE as “NLY.J” within 30 days of issuance, subject to approval.

Use of proceeds: Net proceeds will fund Annaly’s targeted investments—Agency MBS, TBA positions, mortgage-servicing rights and residential credit assets—and for general corporate purposes. No rating has been assigned. Transfer/ownership are capped at 9.8% to protect REIT status, and voting rights are limited to customary protective provisions.

Positive

• Strengthens permanent capital: preferred proceeds enhance equity cushion without common dilution.
• Fixed-rate funding through 2030 limits repricing risk in a rising-rate environment.
• Flexibility: optional redemption and CoC conversion provide capital-management levers.

Negative

• Undisclosed coupon creates pricing uncertainty for both issuer and investors.
• Incremental leverage: preferred dividends rank senior to common and are not tax-deductible.
• Share-cap on CoC conversion may limit upside for holders in a takeover scenario.

Insights

REIT Analyst

TL;DR – Capital raise diversifies funding; small EPS impact, neutral to common.

The preferred issue extends Annaly’s liability duration: coupons are fixed through 2030, then subject to redemption. This adds permanent, non-maturing capital that does not dilute common stock—dividends are contractually senior but non-tax-deductible. Leverage rises modestly yet proceeds target core mortgage assets, which should be accretive to net interest income. Absence of coupon guidance limits pricing clarity; final terms will determine cost efficiency. Overall, the filing is capital-structure neutral and maintains flexibility via CoC conversion and REIT-preservation redemption.

Preferred-Securities Strategist

TL;DR – New series slots pari-passu with NLY.F/G/I; investor yield pending.

Series J ranks equally with existing F, G and I preferreds, ahead of common stock, and below debt. Non-call to 2030 plus cumulative dividends should appeal to income investors, but blank coupon creates execution risk. Share-cap limits upside on CoC conversion, while 9.8% ownership cap may restrict block investors. For Annaly, locking in fixed-rate funding hedges against rising short rates. Market impact likely muted until pricing details emerge.

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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)			July 31, 2025
PATRICK INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

Indiana

000-03922

35-1057796

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification Number)

107 W. Franklin Street

Elkhart,

Indiana

46516

(574)

294-7511

(Address of Principal Executive Offices)

(Zip Code)

Registrant's Telephone Number, including area code

(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 (see General Instruction A.2. below):

☐ 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, no par value			PATK			NASDAQ

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 2.02     Results of Operations and Financial Condition

On July 31, 2025, the Company issued a press release announcing operating results for the second quarter ended June 29, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

Item 7.01     Regulation FD Disclosure

The information referenced in this Form 8-K is furnished pursuant to Item 7.01, “Regulation FD Disclosure.” Such information, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01     Financial Statements and Exhibits

(d)    Exhibits

Exhibit 99.1 - Press Release issued July 31, 2025

Exhibit 104 - Cover Page Interactive Date File (embedded within the Inline XBRL document)

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.

PATRICK INDUSTRIES, INC.

(Registrant)

Date: July 31, 2025			By:			/s/ Andrew C. Roeder
						Andrew C. Roeder
						Executive Vice President - Finance, Chief Financial Officer, and Treasurer

FAQ

What is Annaly Capital (NLY) offering in this prospectus?

An unspecified number of Series J Fixed-Rate Cumulative Redeemable Preferred shares with a $25 liquidation preference.

When can Annaly redeem the Series J preferred stock?

The shares are non-redeemable until 30 Sep 2030, except to preserve REIT status or after a Change of Control.

Will the Series J preferred pay a fixed dividend?

Yes; the rate is fixed for life of the security, but the exact percentage is not yet disclosed in the preliminary filing.

How often are dividends paid on NLY.J?

Dividends accrue daily and are paid quarterly in arrears at the end of March, June, September and December.

What are the intended uses of the offering proceeds?

Annaly plans to acquire Agency MBS, TBA positions, MSRs and residential credit assets and for general corporate purposes.

Will the Series J preferred be listed for trading?

Annaly intends to list the shares on the NYSE under the symbol NLY.J within 30 days of issuance, subject to approval.