Terms

Series

6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock

Liquidation Preference

$25.00

Coupon Rate

6.5%

Rate Type

Fixed To Floating

Annual Dividend

$1.62

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

Yes

Convertible

Yes

Callable

Yes

First Call Date

March 31, 2023

First Call Price

$25.00

Capital Stack Ranking

Junior To: All Existing And Future Indebtedness Of Annaly Capital Management, Inc., Indebtedness Of Subsidiaries, Any Future Senior Stock; Pari Passu With: 7.625% Series C Cumulative Redeemable Preferred Stock, 7.50% Series D Cumulative Redeemable Preferred Stock, 7.625% Series E Cumulative Redeemable Preferred Stock, 6.95% Series F Fixed-To-Floating Rate Cumulative Redeemable Preferred Stock; Senior To: Common Stock, Junior Stock (Any Future Stock Ranking Junior)

Regulatory (Basel III) Call

No

Tax Classification

Reit Passthrough

Qualifies for QDI

No

Qualifies for DRD

No

Shares Offered

17,000,000

Prospectus Summary

Annaly Capital Management, Inc. (NYSE: NLY), a Maryland-chartered REIT focused on residential and commercial real estate finance, is offering 17,000,000 shares of its 6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock at a $25.00 liquidation preference. The stock pays a fixed 6.50% per annum ($1.625/share annually, $0.40625 quarterly) through March 30, 2023, then converts to a floating rate of 3-month LIBOR plus 417.2 basis points. The first call date is March 31, 2023, at par. Critically, this is cumulative preferred stock, meaning any missed dividends accumulate and must be paid in full before common stockholders receive anything — providing meaningful downside protection versus non-cumulative structures. The Series G Preferred Stock sits above Annaly's common stock and any future junior equity in the capital stack, and ranks pari passu with the existing Series C, D, E, and F preferred series. However, it is effectively subordinated to all existing and future debt at both the holding company and subsidiary levels — Annaly's operating subsidiaries have no obligation to upstream payments to satisfy preferred dividends, creating structural subordination risk. There is no regulatory capital call provision; the only pre-2023 redemption exceptions are a REIT-qualification-preservation trigger (tax-driven) and a Change of Control special redemption right (exercisable within 120 days of a qualifying control event). Investors should note that upon a Change of Control, if Annaly does not redeem, holders may convert into common stock at up to 4.32152 shares per preferred share. At the $25.00 offering price, the current yield is 6.50%. Dividends are paid quarterly on the last day of March, June, September, and December, with record dates set by the board of directors. As a REIT, Annaly's distributions generally do not qualify for the 15%/20% qualified dividend income (QDI) rate available to individual investors, nor the dividends-received deduction (DRD) for corporate holders — most distributions are treated as ordinary income. The dividend stopper mechanism is implicit in the cumulative structure: if Annaly fails to pay dividends for six or more quarterly periods, preferred holders gain the right to elect two additional board directors, but dividends on common and junior stock are already blocked while any preferred arrearage remains outstanding.

Summarized from the SEC prospectus filing.

Distribution History

Floating Rate Terms

Conversion Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

While dividends on the Series G Preferred Stock are in arrears, the issuer is restricted from paying dividends on common stock and other junior stock; six missed quarterly dividends also trigger a right for preferred holders to elect two additional board directors.

Other Preferreds from Annaly Capital Management, Inc.

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 48 (Average)