ANNALY CAPITAL MANAGEMENT INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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Annaly Capital Management, Inc.

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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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MESSAGE FROM OUR CHIEF EXECUTIVE OFFICER & CHIEF INVESTMENT OFFICER

MESSAGE FROM OUR CHIEF EXECUTIVE OFFICER & CHIEF INVESTMENT OFFICER

Dear Fellow Stockholders,

Over the last year, Annaly has taken critical steps to position ourselves and our Board of Directors (the “Board”) for the next phase of Annaly’s growth. Despite extended market volatility, we have been steadfast in our mission to establish Annaly as the premier diversified capital manager with investment strategies across mortgage finance. In 2023, just as we have since Annaly’s inception as a public company more than twenty-five years ago, we proactively managed our core Agency strategy, while also building and scaling our Residential Credit and Mortgage Servicing Rights businesses.

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ENHANCEMENTS WE MADE TO OUR CORPORATE GOVERNANCE FRAMEWORK TO BOLSTER THE LONG-TERM SUCCESS OF THE COMPANY

In reflecting on the strategic evolution and direction of our businesses, our Board simultaneously applied a similar lens to its own current and future composition. In consideration of the retirement of our co-founder Wellington J. Denahan from the Board last May, and as part of our longer-term Board succession planning process, the Board appointed three exceptional new Directors to its ranks in 2023. The additions of Manon Laroche, Martin Laguerre and Scott Wede ensure that our Board’s overall balance of skills and experiences will be uniquely situated to support Annaly’s continued success for years to come.

As the first new Directors to be added to our Board since the height of the COVID-19 pandemic, management and the Board worked collaboratively to develop an enhanced in-person Director onboarding, which included personal briefings with tailored educational materials presented by executive officers and other senior business and functional leaders covering Annaly’s positioning and strategic plans, financial statements and reporting requirements, operating and regulatory environments, and key policies and practices. In late 2023, we were excited to bring several Directors — both new and established — to visit Annaly’s first branch location, where our Directors spent meaningful time with the talented professionals leading our efforts in the Dallas-Fort Worth metropolitan area.

As Annaly has grown beyond our New York City roots, we are more keenly aware than ever that our people are our greatest asset. The long-term success and growth of our businesses would not have been possible without our employees’ expertise, dedication and excellence, and thus in turn, we are equally committed to promoting their well-being, engagement and development. We were particularly pleased by the results of last year’s annual employee engagement survey, which generated a 90% response rate and demonstrated overall engagement well above the U.S. Diversified Financials average.

OUR CONTINUED COMMITMENT TO CORPORATE RESPONSIBILITY TO FURTHER ALIGN WITH OUR STOCKHOLDERS’ INTERESTS

Recently, we were proud to publish our statement on human rights, which guides how we treat and train our employees, how we work with our vendors and how we interact with the communities where we live, work and invest, all of which reflect our fundamental belief that all people should be treated fairly and with respect. As a further testament to our commitment to corporate responsibility, we recently published our political engagement and contributions policy, which guides our engagement on public policy. While Annaly has long prohibited the use of corporate funds for any political contributions or expenditures, we codified our existing practices to ensure that our political engagement and related activities comply with all applicable laws, are consistent with our core values and protect and enhance stockholder value.

MESSAGE FROM OUR CHIEF EXECUTIVE OFFICER & CHIEF INVESTMENT OFFICER​

Since our management internalization transaction in 2020, the Management Development and Compensation Committee of our Board has institutionalized a best-practice driven compensation program, which reflects year-over-year enhancements driven by stockholder feedback. In response to, and in order to drive alignment with, our stockholders, for 2023 the Management Development and Compensation Committee adopted a number of refinements to our executives’ annual incentive framework, which included an increase to the weighting of the Company’s key financial metric of Relative Tangible Economic Return and the replacement of a limited Total Stockholder Return governor with a more expansive Absolute Tangible Economic Return modifier.

In closing, our stockholders are at the forefront of every decision we make and, as always, we are grateful for your feedback, for your investment and for your continued support. With that in mind, we hope that you will join us for this year’s Annual Meeting of Stockholders, which will be conducted via interactive online format on May 15 th.

Sincerely,

David L. Finkelstein

Chief Executive Officer & Chief Investment Officer

April 4, 2024

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of Annaly Capital Management, Inc.:

Annaly Capital Management, Inc., a Maryland corporation (“Annaly” or the “Company”), will hold its annual meeting of stockholders (the “Annual Meeting”):

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The Company’s Board is soliciting proxies in connection with the Annual Meeting. The Company is sending the Notice of Internet Availability of Proxy Materials (the “Notice”), or a printed copy of the proxy materials, as applicable, commencing on or about April 4, 2024.

To view the Proxy Statement and other materials about the Annual Meeting, go towww.proxyvote.com.

All stockholders are cordially invited to attend the Annual Meeting, which will be conducted via a live webcast. The Company believes that the virtual meeting format allows enhanced participation of, and interaction with, our global stockholder base. During the upcoming virtual Annual Meeting, you may ask questions and will be able to vote your shares electronically from your home or any remote location with Internet connectivity. You may also submit questions in advance of the Annual Meeting by visitingwww.proxyvote.com.

The Company will respond to as many inquiries that are pertinent to the Company at the Annual Meeting as time allows.

An audio broadcast of the Annual Meeting will also be available to stockholders by telephone toll-free at 1-888-700-7644 in the United States or 1-929-207-8058 if calling from outside the United States, and requesting the Annaly Capital Management Annual Meeting. If you plan to attend the Annual Meeting online or listen to the audio broadcast, you will need the 16-digit control number included in your Notice, on your proxy card or on the instructions that accompany your proxy materials. Please note that listening to the telephonic audio broadcast will not be deemed to be attending the Annual Meeting, and you cannot ask questions or vote from such audio broadcast. The Annual Meeting will begin promptly at 9:00 a.m. (Eastern Time). Online check-in will begin at 8:30 a.m. (Eastern Time), and you should allow ample time for the online check-in procedures.

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Voluntary Electronic Receipt of Future Proxy Materials