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ANNALY CAPITAL MANAGEMENT INC

For the period ended Jun 10, 2026. Filed Apr 30, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 10, 2026 · Filed Apr 30, 2026

NLY$18.75-0.5%Stored close · as of Nov 6, 2026
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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 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

Dear Fellow Stockholders,

Annaly delivered one of our strongest years yet in 2025. Against a complex macroeconomic backdrop, we achieved a full year economic return of over 20% and total stockholder return of approximately 40%, results that reflect the deliberate strategic decisions we have made to build a differentiated and efficient platform with broad capabilities across residential mortgage finance. None of this would have been possible without the guidance of our Board of Directors (the “Board”), the commitment of our employees and the continued support of our stockholders.

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OUR HOUSING FINANCE STRATEGY IN ACTION

Our 2025 results were the direct expression of a diversified platform operating as intended, with each of our three businesses contributing meaningfully. Our Agency MBS portfolio grew to nearly $93 billion at year-end, up over $22 billion year-over-year, as active positioning, deployment of accretive capital raised and favorable technicals allowed us to capitalize on attractive spreads. Our Residential Credit portfolio continued to benefit from the significant and growing presence of our Onslow Bay correspondent channel, which marked a third straight year of record performance by achieving over $23 billion in lock volume and $16.5 billion in total funded volume during 2025. Within MSR, our disciplined capital deployment, low leverage and deepening partnerships with servicers and originators supported the portfolio’s continued growth and attractive returns. Importantly, the natural hedging properties across our three businesses — where strength in one can offset headwinds in another — are precisely the advantage that our diversified model is designed to deliver.

ROBUST STOCKHOLDER ENGAGEMENT REMAINS A PRIORITY

As we have demonstrated year after year, Annaly is committed to sustained, meaningful engagement with our stockholders to ensure we have a full understanding of your priorities, perspectives and any concerns that may arise between annual meetings. Since the beginning of 2025, we have held over 180 meetings with investors and conducted outreach to 100% of our top 100 stockholders. Through these conversations, we have heard your views on topics such as our corporate strategy, our executive compensation program and the enhancements we have made to it in recent years, our corporate governance framework and the composition of our Board, and we are grateful for the time you have taken to share your feedback. The input we receive from our stockholders informs the decisions we make as a Board and as a management team, and we remain committed to this ongoing dialogue.

LOOKING AHEAD

We believe the opportunity set in housing finance, and the benefits of our diversified housing strategy, remain compelling. While we remain mindful of the broader macro environment — including geopolitical volatility, the fiscal landscape and the evolution of housing policy — the platform we have built is designed to perform through complexity, and we are confident that our scale, our expertise and our people will continue to differentiate Annaly for years to come.

On behalf of the entire Board, I want to thank you, our stockholders, for your essential role in the Company’s journey. Your feedback, your investment and your continued support are at the forefront of every decision we make. We look forward to welcoming you to this year’s Annual Meeting of Stockholders on June 10 th.

Sincerely,

David L. Finkelstein

Chief Executive Officer & Co-Chief Investment Officer

April 30, 2026

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