ANNALY CAPITAL MANAGEMENT INC: Amendments to articles of association or regulations; Change of fiscal year, financial statements and supporting documents (Form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Tax change

Year.

After the close of business on September 23, 2022, Annaly Capital Management, Inc. (the “Company”) has effected the previously announced 1 for 4 reverse stock split (the “Reverse Stock Split”) of its outstanding common shares, par $0.01 per share (the “Common Shares”). On September 22, 2022the Company has filed with the Maryland State Department of Assessments and Taxation two articles of amendment (the “Amendments”) to its charter which: (i) provided for a 1 for 4 consolidation of the issued and outstanding common shares, effective 5:00 p.m. Eastern Time on September 23, 2022; and (ii) provided for the nominal value of the common shares to be amended by $0.04 per share (following the Reverse Stock Split) back to $0.01 per share, from 5:01 p.m. Eastern Time on September 23, 2022. Fractional shares resulting from the Reverse Stock Split will be paid in cash based on the closing price of the Ordinary Shares at the New York Stock Exchange (“NYSE”) on
September 23, 2022, after taking into account the Reverse Stock Split. The reverse stock split affected all common stockholders evenly and did not affect any record holder’s ownership percentage, except for de minimis changes resulting from the elimination of fractional of shares. The Reverse Stock Split did not affect the number of authorized ordinary shares of the Company.

The Common Shares will begin trading on an Allocation-Adjusted basis on the NYSE at the opening of trading on September 26, 2022. The common shares continue to trade on the NYSE under the symbol “NLY” with a new CUSIP number: 035710839.

The foregoing description of the Amendments does not purport to be complete and is submitted and qualified in its entirety by reference to the Amendments, which are filed as Exhibit 3.1 and Exhibit 3.2 to this current Report on Form 8-K and are incorporated herein by reference.

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Item 9.01 Financial statements and supporting documents.


Exhibit

 3.1        Articles of Amendment of Annaly Capital Management, Inc.

 3.2        Articles of Amendment of Annaly Capital Management, Inc.

104       Cover Page Interactive Data File (formatted as Inline XBRL).

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