Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 of this report is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 4, 2021, Annaly Capital Management, Inc. (the "Company") filed Articles Supplementary (the "Articles Supplementary") with the State Department of Assessments and Taxation of Maryland which, effective January 4, 2021, reclassified and redesignated (i) all 18,400,000 authorized but unissued shares of the Company's 7.50% Series D Cumulative Redeemable Preferred Stock, $0.01 par value per share (the "Series D Preferred Stock"), (ii) 2,550,000 authorized but unissued shares of the Company's 6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share (the "Series G Preferred Stock"), and (iii) 700,000 authorized but unissued shares of the Company's 6.75% Series I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share (the "Series I Preferred Stock"), as shares of undesignated common stock, par value $0.01 per share, of the Company. On December 23, 2020, prior to the effectiveness of the Articles Supplementary, the Company redeemed all 18,400,000 shares of issued and outstanding Series D Preferred Stock. The Articles Supplementary became effective on January 4, 2021. As of January 4, 2021, no shares of Series D Preferred Stock, 17,000,000 shares of Series G Preferred Stock and 17,700,000 shares of Series I Preferred Stock were authorized, issued and outstanding.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

   Exhibit No.           Description

       3.1                 Articles Supplementary filed with the State Department of Assessments and
                         Taxation of Maryland effective on January 4, 2021  .

       101               Pursuant to Rule 406 of Regulation S-T, the cover page information is
                         formatted in iXBRL (Inline eXtensible Business Reporting Language).

       104               Cover page interactive data file (formatted in iXBRL in Exhibit 101).










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