Terms

Series

6.750% Series I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock

Liquidation Preference

$25.00

Coupon Rate

6.75%

Rate Type

Fixed To Floating

Annual Dividend

$1.69

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

Yes

Convertible

Yes

Callable

Yes

First Call Date

June 30, 2024

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: Series C Preferred Stock (7.625%), Series D Preferred Stock (7.50%), Series F Preferred Stock (6.95%), Series G Preferred Stock (6.50%), Other Parity Stock; Senior To: Common Stock, Junior Stock

Regulatory (Basel III) Call

No

Tax Classification

Reit Passthrough

Qualifies for QDI

No

Qualifies for DRD

No

Shares Offered

16,000,000

Prospectus Summary

Annaly Capital Management, Inc. (NYSE: NLY), a Maryland-based REIT focused on residential and commercial mortgage assets, is offering 16,000,000 shares of its Series I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock with a $25.00 liquidation preference. The fixed coupon is 6.750% per annum ($1.6875/share annually) through June 29, 2024, then resets quarterly to three-month LIBOR plus 498.9 basis points. The first optional call date is June 30, 2024 at $25.00 per share. Critically, dividends are cumulative — any missed payments accrue and must be paid in full before Annaly can resume dividends on common stock, providing meaningful downside protection for preferred holders. The Series I Preferred Stock sits above common stock and any future junior stock in the capital structure, and ranks pari passu with Annaly's existing preferred series (Series C, D, F, and G). However, it is effectively junior to all of Annaly's existing and future debt obligations and to the indebtedness of its operating subsidiaries — subsidiaries have no obligation to upstream funds to service preferred dividends at the holding company level. There is no traditional regulatory capital call provision; the only early redemption triggers before June 30, 2024 are a Change of Control (acquirer gains >50% voting power and delists common stock) or the need to preserve REIT tax qualification. The absence of a regulatory call is consistent with Annaly's REIT structure rather than a bank holding company structure. At par, the Series I yields 6.75% ($0.421875 per quarter) during the fixed-rate period through June 2024. Dividends are paid quarterly on the last day of March, June, September, and December, with record dates set 10–35 days prior. As a REIT, Annaly's distributions are generally treated as ordinary income (not qualified dividend income), meaning they do not qualify for the 15%/20% preferential QDI rate for individuals or the dividends-received deduction for corporations. Dividend stoppage risk is meaningful: if six or more quarterly periods are missed, holders gain the right to elect two board directors — but because dividends are cumulative, all arrears must ultimately be cleared before junior securities receive any payments.

Summarized from the SEC prospectus filing.

Distribution History

Floating Rate Terms

Conversion Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If cumulative dividends on the Series I Preferred Stock are unpaid, Annaly may not pay dividends on its common stock or other junior securities; if six or more quarterly dividend periods are in arrears, holders gain the right to elect two additional directors to the board.

Other Preferreds from Annaly Capital Management, Inc.

Div Score Breakdown

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