ANNALY CAPITAL MANAGEMENT INC filed this 10-Q on Oct 31, 2024

ANNALY CAPITAL MANAGEMENT INC - 10-Q - 20241031 - PART_II

PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

From time to time, we are involved in various claims and legal actions arising in the ordinary course of business. As of September 30, 2024, we were not party to any pending material legal proceedings.


ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors disclosed in Item 1A. “Risk Factors” of our most recent annual report on Form 10-K. The materialization of any risks and uncertainties identified in our Special Note Regarding Forward-Looking Statements contained in this report together with those previously disclosed in our most recent annual report on Form 10-K or those that are presently unforeseen could result in significant adverse effects on our financial condition, results of operations and cash flows. See Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Special Note Regarding Forward-Looking Statements” in this quarterly report or our most recent annual report on Form 10-K.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In January 2022, we announced that our Board authorized the repurchase of up to $1.5 billion of our outstanding common shares through December 31, 2024. No shares were repurchased with respect to this share repurchase program during the quarter ended September 30, 2024. As of September 30, 2024, the maximum dollar value of shares that may yet be repurchased under this program was $1.5 billion.


ITEM 5. OTHER INFORMATION

During the quarter ended September 30, 2024, no director or officer of the Company adopted, modified or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.


ITEM 6. EXHIBITS

Exhibits:

The exhibits required by this item are set forth on the Exhibit Index attached hereto.


Exhibit Number			Exhibit Description





















































































1.1			Distribution Agency Agreement, dated September 20, 2024, by and among Annaly Capital Management, Inc. and Barclays Capital Inc. (incorporated by reference to Exhibit 1.1 to the Registrant's Current Report on Form 8-K filed September 20, 2024).
1.2			Distribution Agency Agreement, dated September 20, 2024, by and among Annaly Capital Management, Inc. and BNP Paribas Securities Corp. (incorporated by reference to Exhibit 1.2 to the Registrant's Current Report on Form 8-K filed September 20, 2024).
1.3			Distribution Agency Agreement, dated September 20, 2024, by and among Annaly Capital Management, Inc. and BofA Securities, Inc. (incorporated by reference to Exhibit 1.3 to the Registrant's Current Report on Form 8-K filed September 20, 2024).
1.4			Distribution Agency Agreement, dated September 20, 2024, by and among Annaly Capital Management, Inc. and Citizens JMP Securities, LLC (incorporated by reference to Exhibit 1.4 to the Registrant's Current Report on Form 8-K filed September 20, 2024).
1.5			"Distribution Agency Agreement, dated September 20, 2024, by and among Annaly Capital Management, Inc. and Goldman Sachs & Co. LLC (incorporated by reference to Exhibit 1.5 to the Registrant's Current Report on Form 8-K filed September 20, 2024).
1.6			Distribution Agency Agreement, dated September 20, 2024, by and among Annaly Capital Management, Inc. and J.P. Morgan Securities LLC (incorporated by reference to Exhibit 1.6 to the Registrant's Current Report on Form 8-K filed September 20, 2024).

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES


1.7			Distribution Agency Agreement, dated September 20, 2024, by and among Annaly Capital Management, Inc. and Keefe, Bruyette & Woods, Inc. (incorporated by reference to Exhibit 1.7 to the Registrant's Current Report on Form 8-K filed September 20, 2024).
1.8			Distribution Agency Agreement, dated September 20, 2024, by and among Annaly Capital Management, Inc. and Morgan Stanley & Co. LLC (incorporated by reference to Exhibit 1.8 to the Registrant's Current Report on Form 8-K filed September 20, 2024).
1.9			Distribution Agency Agreement, dated September 20, 2024, by and among Annaly Capital Management, Inc. and RBC Capital Markets, LLC (incorporated by reference to Exhibit 1.9 to the Registrant's Current Report on Form 8-K filed September 20, 2024).
1.10			Distribution Agency Agreement, dated September 20, 2024, by and among Annaly Capital Management, Inc. and UBS Securities LLC (incorporated by reference to Exhibit 1.10 to the Registrant's Current Report on Form 8-K filed September 20, 2024).
1.11			Distribution Agency Agreement, dated September 20, 2024, by and among Annaly Capital Management, Inc. and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 1.11 to the Registrant's Current Report on Form 8-K filed September 20, 2024).
31.1			Certification of David L. Finkelstein, Chief Executive Officer and Chief Investment Officer (Principal Executive Officer) of the Registrant, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. †
31.2			Certification of Serena Wolfe, Chief Financial Officer (Principal Financial Officer) of the Registrant, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. †
32.1			Certification of David L. Finkelstein, Chief Executive Officer and Chief Investment Officer (Principal Executive Officer) of the Registrant, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. †
32.2			Certification of Serena Wolfe, Chief Financial Officer (Principal Financial Officer) of the Registrant, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. †
101.INS XBRL			The instance document does not appear in the interactive data file because its Extensible Business Reporting Language (XBRL) tags are embedded within the Inline XBRL document. The following documents are formatted in Inline XBRL: (i) Consolidated Statements of Financial Condition at September 30, 2024 (Unaudited) and December 31, 2023 (Derived from the audited Consolidated Statement of Financial Condition at December 31, 2023); (ii) Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the three and nine months ended September 30, 2024 and 2023; (iii) Consolidated Statements of Stockholders’ Equity (Unaudited) for the three and nine months ended September 30, 2024 and 2023; (iv) Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2024 and 2023; and (v) Notes to Consolidated Financial Statements (Unaudited).
101.SCH XBRL			Taxonomy Extension Schema Document †
101.CAL XBRL			Taxonomy Extension Calculation Linkbase Document †
101.DEF XBRL			Additional Taxonomy Extension Definition Linkbase Document Created †
101.LAB XBRL			Taxonomy Extension Label Linkbase Document †
101.PRE XBRL			Taxonomy Extension Presentation Linkbase Document †
104			The cover page for the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (formatted in Inline XBRL and contained in Exhibit 101).

† Submitted electronically herewith.

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES