ANNALY CAPITAL MANAGEMENT INC

MESSAGE FROM OUR CHIEF EXECUTIVE OFFICER

Dear Fellow Stockholders,

In 2024, Annaly capitalized on our advantages to further establish ourselves as the proven industry leader across residential mortgage finance. With the guidance of our Board of Directors (the “Board”), the commitment of our employees and the support of our stockholders, we have methodically built a differentiated and efficient platform with broad capabilities across our Agency, Residential Credit and Mortgage Servicing Rights (“MSR”) businesses. In a sign of how far we have collectively come, 2024 marked the first year that Annaly held a large-scale Investor Day since before the COVID-19 pandemic. We were proud to welcome stockholders in person and virtually across the globe in November as we traced the Company’s evolution, reviewed recent business and operational accomplishments and shared our clear vision for the future.

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ROBUST STOCKHOLDER ENGAGEMENT DRIVES ENHANCEMENTS TO OUR EXECUTIVE COMPENSATION PROGRAM

Since our management internalization transaction in 2020, the Management Development and Compensation (“MDC”) Committee of our Board has built a best-practice compensation program that incentivizes strong performance and aligns with stockholder interests. In 2024, we redoubled our always robust engagement efforts to fully understand your feedback, views and perspectives on our compensation practices and policies. During the course of this engagement, we spoke with stockholders representing approximately 60% of outstanding institutional shares, with the Chair of the MDC Committee participating in meetings with stockholders representing more than 40% of outstanding institutional shares.

Through these meetings, we learned that while our stockholders are generally supportive of our compensation program, some investors asked us to take a closer look at the structure, complexity and application of our corporate scorecard, while others provided feedback on the scorecard metrics and overall pay mix and pay levels. In response to this feedback, the MDC Committee approved a number of changes designed to further enhance the rigor, and reduce the complexity, of our executive compensation program. We are grateful to the stockholders who shared their feedback, and we believe that the changes we have made address your views and concerns and serve to further enhance the pay-for-performance nature of our executive compensation program.

BOARD COMPOSITION, LEADERSHIP AND SUCCESSION PLANNING CONTINUE TO BE GOVERNANCE PRIORITIES

As the Company has evolved, so has our Board. As we approach the 2025 Annual Meeting of Stockholders, I am grateful to the Directors who have guided us here. This year, three superb Directors — Michael Haylon, Francine J. Bovich and John H. Schaefer — are concluding their service on the Board following the Annual Meeting in accordance with our Board refreshment policy. Collectively, these three Directors have diligently represented Annaly stockholders for close to 40 years and have overseen the transformation of the Company from a monoline Agency mortgage REIT to the diversified capital manager we are today. I am particularly indebted to Mike Haylon, who has served as Independent Chair of the Board since 2020. Over the last five years — which span the COVID-19 pandemic, our management internalization, the sale of two businesses and the organic buildout of two more — Mike has always led with intelligence, integrity and humility.

In preparation for this transition, the Board, led by Francine as Chair of the Nominating/Corporate Governance Committee, has overseen a multi-year Board and Committee refreshment and succession planning process. In 2023, we were excited to bring three new Directors onto our Board and this year, we are excited to see them take on roles of increasing visibility and responsibility on the Board. As part of the refreshment and succession planning process, the Board also reaffirmed its commitment to having an Independent Board Chair and selected our Risk Committee Chair Thomas Hamilton as Mike’s successor in the role of Independent Board Chair.

On behalf of the entire Board, I want to thank you our stockholders for your essential role in the Company’s journey and to invite you to join us for this year’s Annual Meeting of Stockholders on May 14 th. We look forward to speaking with you then.

Sincerely,

David L. Finkelstein

Chief Executive Officer & Co-Chief Investment Officer

April 3, 2025

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 of Directors (the “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 3, 2025.

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 1-888-880-1014 in the United States or 1-929-529-2982 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 telephonic 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 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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