HTS / Hatteras Financial Corp. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Hatteras Financial Corp.
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CIK 1419521
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Hatteras Financial Corp.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
July 22, 2016 15-12B

Hatteras Financial 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-34030 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in

July 12, 2016 EX-3.3

ARTICLES OF MERGER HATTERAS FINANCIAL CORP. (a Maryland corporation) WITH AND INTO RIDGEBACK MERGER SUB CORPORATION (a Maryland corporation)

EX-3.3 Exhibit 3.3 ARTICLES OF MERGER OF HATTERAS FINANCIAL CORP. (a Maryland corporation) WITH AND INTO RIDGEBACK MERGER SUB CORPORATION (a Maryland corporation) Hatteras Financial Corp., a Maryland corporation (the ?Merging Company?), and Ridgeback Merger Sub Corporation, a Maryland corporation (the ?Surviving Company?), do hereby certify to the State Department of Assessments and Taxation of Ma

July 12, 2016 EX-3.1

ARTICLES OF INCORPORATION RIDGEBACK MERGER SUB CORPORATION ARTICLE I

EX-3.1 2 d225444dex31.htm EX-3.1 Exhibit 3.1 ARTICLES OF INCORPORATION OF RIDGEBACK MERGER SUB CORPORATION ARTICLE I INCORPORATION The undersigned, Eric M. Feinstein, whose address is 51 West 52nd Street, New York, New York, 10019, being over eighteen (18) years of age, acting as incorporator, does hereby form a corporation, under and by virtue of the general laws of the state of Maryland. ARTICLE

July 12, 2016 EX-3.2

BYLAWS RIDGEBACK MERGER SUB CORPORATION Incorporated under the Laws of the State of Maryland ARTICLE I

EX-3.2 Exhibit 3.2 BYLAWS OF RIDGEBACK MERGER SUB CORPORATION Incorporated under the Laws of the State of Maryland ARTICLE I OFFICES Section 1. Registered Office. The principal office of Ridgeback Merger Sub Corporation (the ?Corporation?) in the State of Maryland shall be located at such place as the Board of Directors may designate. Section 2. Other Offices. The Corporation may have other office

July 12, 2016 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Completion of Acquisition or Disposition of Assets

8-K 1 d225444d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 12, 2016 HATTERAS FINANCIAL CORP. (Exact name of registrant specified in its charter) Maryland 1-34030 26-1141886 (State or Other Jurisdiction (Commission

July 12, 2016 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on July 25, 2016, pursuant to the provisions of Rule 12d2-2 (a).

July 12, 2016 SC 14D9/A

Hatteras Financial SCHEDULE 14D9/A (AMENDMENT NO. 5)

Schedule 14D9/A (Amendment No. 5) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Amendment No. 5) (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 HATTERAS FINANCIAL CORP. (Name of Subject Company) HATTERAS FINANCIAL CORP. (Name of Persons Filing Statement) Common Stock, par value $0.001 per sh

July 12, 2016 EX-99.(A)(5)(L)

Annaly Capital Management, Inc. Completes Exchange Offer for Hatteras Financial Corp. Common Stock Merger to Close July 12, 2016

Exhibit (a)(5)(L) Annaly Capital Management, Inc. Completes Exchange Offer for Hatteras Financial Corp. Common Stock Merger to Close July 12, 2016 New York, NY, July 12, 2016 — Annaly Capital Management, Inc. (NYSE: NLY) (“Annaly”), announced today that it has completed the previously announced exchange offer for all of the outstanding shares of common stock of Hatteras Financial Corp. (NYSE: HTS)

July 12, 2016 SC TO-T/A

Hatteras Financial SC TO-T/A

SC TO-T/A 1 a16-1043627sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO AMENDMENT NO. 8 (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 HATTERAS FINANCIAL CORP. (Names of Subject Company) RIDGEBACK MERGER SUB CORPORATION ANNALY CAPITAL MANAGEMENT, INC. (Offerors) (Names of

July 12, 2016 S-8 POS

Hatteras Financial S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on July 12, 2016 Registration No.

July 12, 2016 S-8 POS

Hatteras Financial FORM S-8

Form S-8 As filed with the Securities and Exchange Commission on July 12, 2016 Registration No.

July 12, 2016 S-8 POS

Hatteras Financial FORM S-8

S-8 POS 1 d214603ds8pos.htm FORM S-8 As filed with the Securities and Exchange Commission on July 12, 2016 Registration No. 333-206652 Registration No. 333-204936 Registration No. 333-166609 Registration No. 333-150535 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Post-Effective Amendment No. 1 to: Form S-8 Registration Statement No. 333-206652 Form S-8 Registration Stateme

July 12, 2016 S-8 POS

Hatteras Financial S-8 POS

S-8 POS 1 d214603ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on July 12, 2016 Registration No. 333-206652 Registration No. 333-204936 Registration No. 333-166609 Registration No. 333-150535 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Post-Effective Amendment No. 1 to: Form S-8 Registration Statement No. 333-206652 Form S-8 Registration Statemen

July 12, 2016 POSASR

Hatteras Financial POSASR

POSASR As filed with the Securities and Exchange Commission on July 12, 2016 Registration No.

July 1, 2016 SC TO-T/A

Annaly Capital Management SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO AMENDMENT NO. 7 (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 HATTERAS FINANCIAL CORP. (Names of Subject Company) RIDGEBACK MERGER SUB CORPORATION ANNALY CAPITAL MANAGEMENT, INC. (Offerors) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VAL

July 1, 2016 EX-99.A.5.D

July 1, 2016

EX-99.A.5.D Exhibit (a)(5)(D) July 1, 2016 Board of Directors and Special Committee of the Board of Directors Hatteras Financial Corp. 751 W. Fourth Street, Suite 400 Winston Salem, NC 27101 Re: Amendment 4 to Schedule 14D-9 of Hatteras Financial Corp., filed July 1, 2016 (the ?Schedule 14D-9?) Ladies and Gentlemen: Reference is made to our opinion letter, dated April 10, 2016 (?Opinion Letter?),

July 1, 2016 425

Annaly Capital Management 425 (Prospectus)

Filed by Annaly Capital Management, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Hatteras Financial Corp. File No.: 001-34030 Annaly Capital Management, Inc. Declares Short Period Common Stock Dividend in Connection with Acquisition of Hatteras and Regular Third Quarter Preferred Stock Dividends NEW YORK?(BUSINESS WIRE) ? In accordance with the terms of the merger ag

July 1, 2016 SC 14D9/A

Hatteras Financial SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Amendment No.

July 1, 2016 425

Hatteras Financial 425 (Prospectus)

425 Filed by Hatteras Financial Corp. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Hatteras Financial Corp. File No.: 001-34030 Hatteras Financial Corp. Declares Short Period Dividend on Shares of Common Stock in connection with Acquisition by Annaly Capital Management, Inc. Company Release ? July 1, 2016?WINSTON SALEM, N.C.?(BUSINESS WIRE)? In accordance with the terms o

June 24, 2016 SC TO-T/A

Hatteras Financial SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO AMENDMENT NO. 6 (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 HATTERAS FINANCIAL CORP. (Names of Subject Company) RIDGEBACK MERGER SUB CORPORATION ANNALY CAPITAL MANAGEMENT, INC. (Offerors) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VAL

June 24, 2016 425

Hatteras Financial 425 (Prospectus)

Filed by Annaly Capital Management, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Hatteras Financial Corp. File No.: 001-34030 Offer by Ridgeback Merger Sub Corporation a direct wholly owned subsidiary of Annaly Capital Management, Inc. to exchange each outstanding share of common stock of Hatteras Financial Corp. June 24, 2016 IMPORTANT—YOUR IMMEDIATE ATTENTION IS RE

June 15, 2016 SC 14D9/A

Hatteras Financial SC 14D9/A (AMENDMENT NO. 3)

SC 14D9/A (Amendment No. 3) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Amendment No. 3) (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 HATTERAS FINANCIAL CORP. (Name of Subject Company) HATTERAS FINANCIAL CORP. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (T

June 15, 2016 SC TO-T/A

Hatteras Financial SC TO-T/A

SC TO-T/A 1 a16-1043618sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO AMENDMENT NO. 5 (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 HATTERAS FINANCIAL CORP. (Names of Subject Company) RIDGEBACK MERGER SUB CORPORATION ANNALY CAPITAL MANAGEMENT, INC. (Offerors) (Names of

June 15, 2016 425

Hatteras Financial 425 (Prospectus)

Filed by Annaly Capital Management, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Hatteras Financial Corp. File No.: 001-34030 Annaly Capital Management, Inc. Extends Exchange Offer to Acquire Hatteras Financial Corp. NEW YORK, NEW YORK ? June 15, 2016 ? Annaly Capital Management, Inc. (NYSE: NLY) (?Annaly?) announced that it has extended its previously announced exch

May 27, 2016 SC 14D9/A

Hatteras Financial SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Amendment No.

May 27, 2016 SC TO-T/A

Hatteras Financial SC TO-T/A

SC TO-T/A 1 a16-1043613sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO AMENDMENT NO. 4 (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 HATTERAS FINANCIAL CORP. (Names of Subject Company) RIDGEBACK MERGER SUB CORPORATION ANNALY CAPITAL MANAGEMENT, INC. (Offerors) (Names of

May 26, 2016 SC TO-T/A

Hatteras Financial SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO AMENDMENT NO. 3 (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 HATTERAS FINANCIAL CORP. (Names of Subject Company) RIDGEBACK MERGER SUB CORPORATION ANNALY CAPITAL MANAGEMENT, INC. (Offerors) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VAL

May 26, 2016 425

Hatteras Financial 425 (Prospectus)

Filed by Annaly Capital Management, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Hatteras Financial Corp. File No.: 001-34030 Presentation for Annual Meeting May 2016 Safe Harbor This Presentation includes forward-looking statements. These forward-looking statements generally can be identified by phrases such as “will,” “expects,” “anticipates,” “foresees,” “forecast

May 19, 2016 SC 14D9/A

Hatteras Financial SC 14D9/A

SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Amendment No.

May 19, 2016 EX-99.(A)(5)(G)

CLASS ACTION AND DERIVATIVE COMPLAINT

Exhibit (a)(5)(G) STEPHEN TWISS, Individually and on behalf ) IN THE of all others similarly situated, and derivatively ) on behalf of HATTERAS FINANCIAL CORP.

May 19, 2016 EX-99.(A)(5)(F)

IN THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF NORTH CAROLINA JAMES WILSON, Individually And On Behalf Of All Others Similarly Situated, Plaintiff, v. C.A. No. HATTERAS FINANCIAL CORPORATION, DAVID W. BERSON, MICHAEL R. HOUGH, BENJAMI

Exhibit (a)(5)(F) IN THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF NORTH CAROLINA JAMES WILSON, Individually And On Behalf Of All Others Similarly Situated, Plaintiff, v.

May 19, 2016 SC TO-T/A

Hatteras Financial SC TO-T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO AMENDMENT NO. 2 (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 HATTERAS FINANCIAL CORP. (Names of Subject Company) RIDGEBACK MERGER SUB CORPORATION (Offeror) ANNALY CAPITAL MANAGEMENT, INC. (Parent of Offeror) (Names of Filing Persons) COMMON ST

May 5, 2016 SC TO-T/A

Hatteras Financial SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO AMENDMENT NO. 1 (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 HATTERAS FINANCIAL CORP. (Names of Subject Company) RIDGEBACK MERGER SUB CORPORATION (Offeror) ANNALY CAPITAL MANAGEMENT, INC. (Parent of Offeror) (Names of Filing Persons) COMMON ST

May 5, 2016 425

Hatteras Financial 425 (Prospectus)

Filed by Annaly Capital Management, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Hatteras Financial Corp. File No.: 001-34030 Annaly Capital Management Q1 Earning Conference Call May 5, 2016 C: Jessica LaScala; Annaly Capital Management; IR C: Kevin Keyes; Annaly Capital Management; CEO, President C: David Finkelstein; Annaly Capital Management; CIO of Agency and Res

May 5, 2016 SC 14D9

Hatteras Financial SC 14D9

SC 14D9 1 d64468dsc14d9.htm SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 HATTERAS FINANCIAL CORP. (Name of Subject Company) HATTERAS FINANCIAL CORP. (Name of Persons Filing Statement) Common Stock, par value $0.001 per

May 5, 2016 EX-99.E11

CONSULTING AGREEMENT

EX-99.E11 Exhibit (e)(11) EXECUTION VERSION CONSULTING AGREEMENT CONSULTING AGREEMENT (this ?Agreement?) by and between Annaly Capital Management, Inc. (the ?Company?) and Frederick J. Boos, II (the ?Consultant?) dated as of April 10, 2016. 1. Effectiveness. The effectiveness of this Agreement is contingent upon the occurrence of the closing (the ?Closing?) of the transactions contemplated by the

May 5, 2016 EX-99.E9

CONSULTING AGREEMENT

EX-99.E9 Exhibit (e)(9) EXECUTION VERSION CONSULTING AGREEMENT CONSULTING AGREEMENT (this ?Agreement?) by and between Annaly Capital Management, Inc. (the ?Company?) and Benjamin M. Hough (the ?Consultant?) dated as of April 10, 2016. 1. Effectiveness. The effectiveness of this Agreement is contingent upon the occurrence of the closing (the ?Closing?) of the transactions contemplated by the Agreem

May 5, 2016 EX-99.A5D

May 5, 2016

EX-99.a.5.D Exhibit (a)(5)(D) May 5, 2016 Board of Directors and Special Committee of the Board of Directors Hatteras Financial Corp. 751 W. Fourth Street, Suite 400 Winston Salem, NC 27101 Re: Schedule 14D-9 of Hatteras Financial Corp., filed May 5, 2016 (the ?Schedule 14D-9?) Ladies and Gentlemen: Reference is made to our opinion letter, dated April 10, 2016 (?Opinion Letter?), with respect to t

May 5, 2016 EX-99.E8

CONSULTING AGREEMENT

EX-99.E8 Exhibit (e)(8) EXECUTION VERSION CONSULTING AGREEMENT CONSULTING AGREEMENT (this “Agreement”) by and between Annaly Capital Management, Inc. (the “Company”) and Michael R. Hough (the “Consultant”) dated as of April 10, 2016. 1. Effectiveness. The effectiveness of this Agreement is contingent upon the occurrence of the closing (the “Closing”) of the transactions contemplated by the Agreeme

May 5, 2016 EX-99.E10

CONSULTING AGREEMENT

EX-99.E10 Exhibit (e)(10) EXECUTION VERSION CONSULTING AGREEMENT CONSULTING AGREEMENT (this ?Agreement?) by and between Annaly Capital Management, Inc. (the ?Company?) and Kenneth A. Steele (the ?Consultant?) dated as of April 10, 2016. 1. Effectiveness. The effectiveness of this Agreement is contingent upon the occurrence of the closing (the ?Closing?) of the transactions contemplated by the Agre

May 5, 2016 SC TO-T

Hatteras Financial SC TO-T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 HATTERAS FINANCIAL CORP. (Names of Subject Company) RIDGEBACK MERGER SUB CORPORATION (Offeror) ANNALY CAPITAL MANAGEMENT, INC. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR

May 5, 2016 EX-99.(A)(5)(D)

A registration statement relating to the securities proposed to be issued in the Offer (as defined below) has been filed with the Securities and Exchange Commission but has not yet become effective. Such securities may not be sold nor may offers to b

Exhibit (a)(5)(D) A registration statement relating to the securities proposed to be issued in the Offer (as defined below) has been filed with the Securities and Exchange Commission but has not yet become effective.

May 4, 2016 8-K

Current Report

8-K 1 d92620d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 4, 2016 HATTERAS FINANCIAL CORP. (Exact name of registrant specified in its charter) Maryland 1-34030 26-1141886 (State or Other Jurisdiction Of Incorpo

May 4, 2016 425

Hatteras Financial 425 (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 4, 2016 Annaly Capital Management, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 1-13447 22-3479661 (State or Other Jurisdiction Of Incorporation) (Commissio

May 3, 2016 10-Q

Hatteras Financial 10-Q (Quarterly Report)

hts-10q20160331.htm + UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-340

April 11, 2016 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among ANNALY CAPITAL MANAGEMENT, INC. RIDGEBACK MERGER SUB CORPORATION HATTERAS FINANCIAL CORP. dated as of April 10, 2016

EX-2.1 2 a16-82461ex2d1.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among ANNALY CAPITAL MANAGEMENT, INC. RIDGEBACK MERGER SUB CORPORATION and HATTERAS FINANCIAL CORP. dated as of April 10, 2016 TABLE OF CONTENTS Page ARTICLE I THE OFFER 2 Section 1.1. The Offer 2 Section 1.2. Company Actions 9 ARTICLE II THE MERGER 11 Section 2.1. The Merger; Effects of the Merger

April 11, 2016 425

Hatteras Financial 8-K (Prospectus)

425 1 a16-824618k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) April 10, 2016 Annaly Capital Management, Inc. (Exact Name of Registrant as Specified in its Charter) Maryland 1-13447 22-3479661 State or Other Jurisdiction

April 11, 2016 EX-99.2

Annaly Capital Management, Inc. to Acquire Hatteras Financial Corp. April 2016

Exhibit 99.2 Annaly Capital Management, Inc. to Acquire Hatteras Financial Corp. April 2016 Safe Harbor Forward-Looking Statements This presentation includes forward-looking statements. These forward-looking statements generally can be identified by phrases such as ?will,? ?expects,? ?anticipates,? ?foresees,? ?forecasts,? ?estimates? or other words or phrases of similar import. Similarly, stateme

April 11, 2016 EX-99.1

Annaly Capital Management, Inc. to Acquire Hatteras Financial Corp. for $1.5 Billion

Exhibit 99.1 Annaly Capital Management, Inc. to Acquire Hatteras Financial Corp. for $1.5 Billion ? Strategic Transaction is Mutually Beneficial to Shareholders of Both Companies ? Further Enhances the Scale and Diversification of Annaly?s Investment Platform ? Expected to be Accretive to Annaly?s Book Value and Core Earnings Per Share of Common Stock ? Reinforces Annaly?s Stature as Industry Lead

April 11, 2016 EX-3.1

First Amendment to the Bylaws of Hatteras Financial Corp. Effective as of April 10, 2016

Exhibit 3.1 First Amendment to the Bylaws of Hatteras Financial Corp. Effective as of April 10, 2016 The Bylaws of Hatteras Financial Corp. are hereby amended by adding a new Article XV as follows: ARTICLE XV FORUM FOR ADJUDICATION OF CERTAIN DISPUTES Unless the Corporation consents in writing to the selection of an alternative forum, and to the fullest extent permitted by law, the Circuit Court f

April 11, 2016 EX-10.1

AMENDMENT TO MANAGEMENT AGREEMENT

Exhibit 10.1 EXECUTION VERSION AMENDMENT TO MANAGEMENT AGREEMENT THIS AMENDMENT TO MANAGEMENT AGREEMENT (this “Amendment”) is made and entered into as of this 10th day of April, 2016 by and between Hatteras Financial Corp., a Maryland corporation (the “Company”), and Atlantic Capital Advisors LLC, a North Carolina limited liability company (the “Manager”). The Company and the Manager are each some

April 11, 2016 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among ANNALY CAPITAL MANAGEMENT, INC. RIDGEBACK MERGER SUB CORPORATION HATTERAS FINANCIAL CORP. dated as of April 10, 2016

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among ANNALY CAPITAL MANAGEMENT, INC. RIDGEBACK MERGER SUB CORPORATION and HATTERAS FINANCIAL CORP. dated as of April 10, 2016 TABLE OF CONTENTS Page ARTICLE I THE OFFER 2 Section 1.1. The Offer 2 Section 1.2. Company Actions 9 ARTICLE II THE MERGER 11 Section 2.1. The Merger; Effects of the Merger 11 Section 2.2. The Closing 12 Sec

April 11, 2016 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among ANNALY CAPITAL MANAGEMENT, INC. RIDGEBACK MERGER SUB CORPORATION HATTERAS FINANCIAL CORP. dated as of April 10, 2016

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among ANNALY CAPITAL MANAGEMENT, INC. RIDGEBACK MERGER SUB CORPORATION and HATTERAS FINANCIAL CORP. dated as of April 10, 2016 TABLE OF CONTENTS Page ARTICLE I THE OFFER 2 Section 1.1. The Offer 2 Section 1.2. Company Actions 9 ARTICLE II THE MERGER 11 Section 2.1. The Merger; Effects of the Merger 11 Section 2.2. The Closing 12 Sec

April 11, 2016 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 10, 2016 HATTERAS FINANCIAL C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 10, 2016 HATTERAS FINANCIAL CORP.

April 11, 2016 EX-99.1

Annaly Capital Management, Inc. to Acquire Hatteras Financial Corp. for $1.5 Billion

EX-99.1 5 a16-82531ex99d1.htm EX-99.1 Exhibit 99.1 Annaly Capital Management, Inc. to Acquire Hatteras Financial Corp. for $1.5 Billion · Strategic Transaction is Mutually Beneficial to Shareholders of Both Companies · Further Enhances the Scale and Diversification of Annaly’s Investment Platform · Expected to be Accretive to Annaly’s Book Value and Core Earnings Per Share of Common Stock · Reinfo

April 11, 2016 EX-3.1

First Amendment to the Bylaws of Hatteras Financial Corp. Effective as of April 10, 2016

Exhibit 3.1 First Amendment to the Bylaws of Hatteras Financial Corp. Effective as of April 10, 2016 The Bylaws of Hatteras Financial Corp. are hereby amended by adding a new Article XV as follows: ARTICLE XV FORUM FOR ADJUDICATION OF CERTAIN DISPUTES Unless the Corporation consents in writing to the selection of an alternative forum, and to the fullest extent permitted by law, the Circuit Court f

April 11, 2016 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 10, 2016 HATTERAS FINANCIAL C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 10, 2016 HATTERAS FINANCIAL CORP.

April 11, 2016 EX-99.1

Annaly Capital Management, Inc. to Acquire Hatteras Financial Corp. for $1.5 Billion

Exhibit 99.1 Annaly Capital Management, Inc. to Acquire Hatteras Financial Corp. for $1.5 Billion · Strategic Transaction is Mutually Beneficial to Shareholders of Both Companies · Further Enhances the Scale and Diversification of Annaly’s Investment Platform · Expected to be Accretive to Annaly’s Book Value and Core Earnings Per Share of Common Stock · Reinforces Annaly’s Stature as Industry Lead

April 11, 2016 EX-10.1

AMENDMENT TO MANAGEMENT AGREEMENT

Exhibit 10.1 EXECUTION VERSION AMENDMENT TO MANAGEMENT AGREEMENT THIS AMENDMENT TO MANAGEMENT AGREEMENT (this “Amendment”) is made and entered into as of this 10th day of April, 2016 by and between Hatteras Financial Corp., a Maryland corporation (the “Company”), and Atlantic Capital Advisors LLC, a North Carolina limited liability company (the “Manager”). The Company and the Manager are each some

March 25, 2016 DEFA14A

Hatteras Financial DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant x Filed by a party other than the registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement x Definitive Additional Materials ? Soliciting Material Pursuant to ?240.

March 25, 2016 DEF 14A

Hatteras Financial DEF 14A

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant x Filed by a party other than the registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to ?240.

February 24, 2016 10-K

Hatteras Financial 10-K (Annual Report)

hts-10k20151231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2015 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-34030 HATT

February 24, 2016 EX-21.1

Subsidiaries of Hatteras Financial Corp., a Maryland corporation

Exhibit 21.1 Subsidiaries of Hatteras Financial Corp., a Maryland corporation Cockrel Creek Insurance LLC, a Missouri limited liability company Diamond Shoals Insurance LLC, a South Carolina limited liability company First Winston Securities, Inc., a North Carolina limited liability company New Fund I GP LLC, a Delaware limited liability company Onslow Bay Financial LLC, a North Carolina limited l

February 24, 2016 EX-12.1

Computation of Ratio of Earnings to Fixed Charges

Exhibit 12.1 Computation of Ratio of Earnings to Fixed Charges (Dollars in thousands.) Years Ended December 31 2015 2014 2013 (3) 2012 2011 Computation of ratio of net income to fixed charges Fixed charges (1) $ 163,907 $ 166,315 $ 204,366 $ 197,064 $ 144,662 Fixed charges (1) 163,907 166,315 204,366 197,064 144,662 Net income 51,620 56,361 (134,136 ) 349,245 284,373 215,527 222,676 70,230 546,309

February 16, 2016 EX-99.1

Hatteras Financial Corp. Announces Fourth Quarter and Full Year 2015 Financial Results

hts-ex99113.htm EXHIBIT 99.1 Hatteras Financial Corp. Announces Fourth Quarter and Full Year 2015 Financial Results WINSTON-SALEM, N.C.-(BUSINESS WIRE)?February 16, 2016-Hatteras Financial Corp. (NYSE: HTS) (?Hatteras? or the ?Company?) today announced financial results for the quarter ended December 31, 2015. Fourth Quarter 2015 Highlights ? Comprehensive income of $0.08 per weighted-average comm

February 16, 2016 8-K

Results of Operations and Financial Condition

hts-8k20160216.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 16, 2016 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdiction of inco

February 12, 2016 SC 13G/A

NLY.PRE / Annaly Capital Management, Inc. / International Value Advisers, LLC Passive Investment

SC 13G/A 1 hatteras-13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Hatteras Financial 7.625% Series A Pfd (Name of Issuer) Common Stock pfd (Title of Class of Securities) 41902R400 (CUSIP Number) International Value Advisers, LLC, 717 Fifth Avenue, 10th Floor, New York, NY 10022 (Name, Addre

February 11, 2016 SC 13G/A

HTS / Hatteras Financial Corp. / VANGUARD GROUP INC Passive Investment

hatterasfinancialcorp.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Hatteras Financial Corp Title of Class of Securities: REIT CUSIP Number: 41902R103 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check the appropriate bo

October 30, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 hts-10q20150930.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file

October 27, 2015 EX-99.1

Hatteras Financial Corp. Announces Third Quarter 2015 Financial Results

hts-ex99121.htm Exhibit 99.1 Hatteras Financial Corp. Announces Third Quarter 2015 Financial Results WINSTON-SALEM, N.C.-(BUSINESS WIRE)?October 27, 2015-Hatteras Financial Corp. (NYSE: HTS) (?Hatteras? or the ?Company?) today announced financial results for the quarter ended September 30, 2015. Third Quarter 2015 Highlights ? Comprehensive loss of $0.88 per weighted-average common share ? Core ea

October 27, 2015 8-K

Results of Operations and Financial Condition

8-K 1 hts-8k20151027.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 27, 2015 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdictio

September 21, 2015 8-K

Current Report

8-K 1 d14875d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 21, 2015 HATTERAS FINANCIAL CORP. (Exact name of registrant specified in its charter) Maryland 1-34030 26-1141886 (State or Other Jurisdiction (Co

September 2, 2015 EX-24

EX-24

POWER OF ATTORNEY FOR SECTION 16 REPORTING PURPOSES Know all by these presents, that the undersigned hereby constitutes and appoints each of Michael R.

August 28, 2015 EX-10.1

INDUCEMENT RESTRICTED STOCK AGREEMENT HATTERAS FINANCIAL CORP. MANAGEMENT ROLLOVER PLAN NO. OF SHARES:

EX-10.1 Exhibit 10.1 INDUCEMENT RESTRICTED STOCK AGREEMENT HATTERAS FINANCIAL CORP. MANAGEMENT ROLLOVER PLAN GRANTEE: NO. OF SHARES: This Inducement Restricted Stock Agreement (the ?Agreement?) evidences the award of restricted shares (each, an ?Award Share,? and collectively, the ?Award Shares?) of the Common Stock of Hatteras Financial Corp., a Maryland corporation (the ?Company?), granted to yo

August 28, 2015 S-8

Hatteras Financial FORM S-8

Form S-8 As filed with the Securities and Exchange Commission on August 28, 2015 Registration No.

July 24, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-34030 HATTERAS FINANCIAL C

July 21, 2015 EX-99.1

Hatteras Financial Corp. Announces Second Quarter 2015 Financial Results

hts-ex99125.htm Exhibit 99.1 Hatteras Financial Corp. Announces Second Quarter 2015 Financial Results WINSTON-SALEM, N.C.-(BUSINESS WIRE)?July 21, 2015-Hatteras Financial Corp. (NYSE: HTS) (?Hatteras? or the ?Company?) today announced financial results for the quarter ended June 30, 2015. Second Quarter 2015 Highlights ? Comprehensive loss of $0.50 per weighted-average common share ? Core earnings

July 21, 2015 8-K

Hatteras Financial 8-K (Current Report/Significant Event)

hts-8k20150721.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 21, 2015 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdiction of incorpor

June 24, 2015 8-K

Hatteras Financial HATTERAS FINANCIAL CORP. 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 19, 2015 HATTERAS FINANCIAL CORP.

June 12, 2015 EX-4.4

HATTERAS FINANCIAL CORP., [ ], Dated as of · Debt Securities CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 607 (a)(2) 607 (a)(3) N.A. (a)(4) N.A. (a)(5) 607 (b) 608 (c) N.A. 311(a) 604 (b) 604 (c) N.A. 312(a) 701, 702

EX-4.4 Exhibit 4.4 HATTERAS FINANCIAL CORP., Issuer to [ ], Trustee INDENTURE Dated as of · Debt Securities CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 607 (a)(2) 607 (a)(3) N.A. (a)(4) N.A. (a)(5) 607 (b) 608 (c) N.A. 311(a) 604 (b) 604 (c) N.A. 312(a) 701, 702 (b) 702 (c) 702 313(a) 703 (b) 1601 (c) 703 (d) 703 314(a) 704, 1007 (b) N.A. (c)(1) 102 (c)(2) 102 (c

June 12, 2015 EX-12.1

Computation of Ratio of Earnings to Fixed Charges

EX-12.1 Exhibit 12.1 Computation of Ratio of Earnings to Fixed Charges (Dollars in thousands.) Years Ended December 31 Three Months Ended March 31, 2015 2014 2013 2012 2011 2010 Computation of ratio of net income to fixed charges Fixed charges (1) $ 42,792 $ 166,315 $ 204,366 $ 197,064 $ 144,662 $ 95,923 Fixed charges (1) 42,792 166,315 204,366 197,064 144,662 95,923 Net income (34,535 ) 56,361 (1

June 12, 2015 S-3ASR

As filed with the Securities and Exchange Commission on June 12, 2015

Form S-3 Table of Contents As filed with the Securities and Exchange Commission on June 12, 2015 Registration No.

June 12, 2015 S-8

Hatteras Financial FORM S-8

FORM S-8 As filed with the Securities and Exchange Commission on June 12, 2015 Registration No.

June 8, 2015 CORRESP

Hatteras Financial ESP

Hatteras Financial Corp. 751 West Fourth Street, Suite 400 Winston Salem, North Carolina 27101 June 8, 2015 Via EDGAR Jaime G. John, Branch Chief Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E., Mail Stop 3010 Washington, D.C. 20549 Re: Hatteras Financial Corp. Form 10-K for the Fiscal Year Ended December 31, 2014 Filed February 24, 2015 File No. 1-34030 Dear

May 21, 2015 CORRESP

Hatteras Financial ESP

Hatteras Financial Corp. 751 West Fourth Street, Suite 400 Winston Salem, North Carolina 27101 May 21, 2015 Via EDGAR Jaime G. John, Branch Chief Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E., Mail Stop 3010 Washington, D.C. 20549 Re: Hatteras Financial Corp. Form 10-K for the Fiscal Year Ended December 31, 2014 File No. 1-34030 Dear Jaime G. John: This corr

May 11, 2015 8-K

Current Report

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 6, 2015 HATTERAS FINANCIAL CORP.

May 11, 2015 EX-10.1

HATTERAS FINANCIAL CORP. 2015 EQUITY INCENTIVE PLAN

EX-10.1 Exhibit 10.1 HATTERAS FINANCIAL CORP. 2015 EQUITY INCENTIVE PLAN 1. Establishment, Purpose and Types of Awards Hatteras Financial Corp. (the ?Company?), hereby establishes the Hatteras Financial Corp. 2015 Equity Incentive Plan (the ?Plan?). The purpose of the Plan is to promote the long-term growth and profitability of the Company by (i) providing key people with incentives to improve sha

April 30, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-34030 HATTERAS FINANCIAL

April 21, 2015 8-K

Results of Operations and Financial Condition

8-K 1 hts-8k20150421.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 21, 2015 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdiction

April 21, 2015 EX-99.1

Hatteras Financial Corp. Announces First Quarter 2015 Financial Results Comprehensive Income of $0.50 per Common Share

Exhibit 99.1 Hatteras Financial Corp. Announces First Quarter 2015 Financial Results Comprehensive Income of $0.50 per Common Share WINSTON-SALEM, N.C.?(BUSINESS WIRE)?April 21, 2015-Hatteras Financial Corp. (NYSE: HTS) (?Hatteras? or the ?Company?) today announced financial results for the quarter ended March 31, 2015. First Quarter 2015 Highlights ? Comprehensive income of $0.50 per weighted-ave

March 27, 2015 DEF 14A

Hatteras Financial DEFINITIVE PROXY STATEMENT

DEF 14A 1 d850130ddef14a.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant x Filed by a party other than the registrant ¨ Check the appropriate box: ¨

March 27, 2015 DEFA14A

Hatteras Financial DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant x Filed by a party other than the registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement x Definitive Additional Materials ? Soliciting Material Pursuant to ?240.

March 4, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 26, 2015 HATTERAS FINANCIAL CORP.

February 24, 2015 EX-21.1

Subsidiaries of Hatteras Financial Corp., a Maryland corporation

EX-21.1 3 hts-ex21120141231104.htm EX-21.1 Exhibit 21.1 Subsidiaries of Hatteras Financial Corp., a Maryland corporation Diamond Shoals Funding LLC, a North Carolina limited liability company Diamond Shoals Insurance LLC, a South Carolina limited liability company First Winston Securities, Inc., a North Carolina limited liability company Onslow Bay California, Inc., a Delaware corporation Onslow B

February 24, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-34030 HATTERAS FINANCIAL CORP.

February 24, 2015 EX-12.1

Computation of Ratio of Earnings to Fixed Charges

Exhibit 12.1 Computation of Ratio of Earnings to Fixed Charges (Dollars in thousands.) Years Ended December 31 2014 2013 2012 2011 2010 Computation of ratio of net income to fixed charges Fixed charges (1) $ 166,315 $ 204,366 $ 197,064 $ 144,662 $ 95,923 Fixed charges (1) 166,315 204,366 197,064 144,662 95,923 Net income 56,361 (134,136 ) 349,245 284,373 169,500 222,676 70,230 546,309 429,035 265,

February 17, 2015 EX-99.1

Hatteras Financial Corp. Announces Fourth Quarter 2014 Financial Results Comprehensive Income of $0.24 per Common Share

Exhibit 99.1 Hatteras Financial Corp. Announces Fourth Quarter 2014 Financial Results Comprehensive Income of $0.24 per Common Share WINSTON-SALEM, N.C.-(BUSINESS WIRE)—February 17, 2015-Hatteras Financial Corp. (NYSE: HTS) (“Hatteras” or the “Company”) today announced financial results for the quarter ended December 31, 2014. Fourth Quarter 2014 Highlights · Comprehensive income of $0.24 per weig

February 17, 2015 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 17, 2015 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdiction of incorporation) (Commiss

February 13, 2015 SC 13G

NLY.PRE / Annaly Capital Management, Inc. / International Value Advisers, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Hatteras Financial 7.625% Series A Pfd (Name of Issuer) Common Stock pfd (Title of Class of Securities) 41902R400 (CUSIP Number) International Value Advisers, LLC, 717 Fifth Avenue, 10th Floor, New York, NY 10022 (Name, Address and Telephone Number of Per

February 10, 2015 SC 13G/A

HTS / Hatteras Financial Corp. / VANGUARD GROUP INC Passive Investment

hatterasfinancialcorp.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: Hatteras Financial Corp Title of Class of Securities: REIT CUSIP Number: 41902R103 Date of Event Which Requires Filing of this Statement: December 31, 2014 Check the appropriate bo

October 31, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-34030 HATTERAS FINANC

October 28, 2014 EX-99

Hatteras Financial Corp. Announces Third Quarter 2014 Financial Results Comprehensive Income of $0.61 per Common Share

Exhibit 99.1 Hatteras Financial Corp. Announces Third Quarter 2014 Financial Results Comprehensive Income of $0.61 per Common Share WINSTON-SALEM, N.C.-(BUSINESS WIRE)—October 28, 2014-Hatteras Financial Corp. (NYSE: HTS) (“Hatteras” or the “Company”) today announced financial results for the quarter ended September 30, 2014. Third Quarter 2014 Highlights · Comprehensive income of $0.61 per weight

October 28, 2014 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 28, 2014 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdiction of incorporation) (Commissi

September 29, 2014 8-K

Current Report

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 29, 2014 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdiction of incorporation) (Co

July 29, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-34030 HATTERAS FINANCIAL C

July 22, 2014 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 22, 2014 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdiction of incorporation) (Commission

July 22, 2014 EX-99.1

Hatteras Financial Corp. Announces Second Quarter 2014 Financial Results

Exhibit 99.1 Hatteras Financial Corp. Announces Second Quarter 2014 Financial Results WINSTON-SALEM, N.C.-(BUSINESS WIRE)—July 22, 2014-Hatteras Financial Corp. (NYSE: HTS) (“Hatteras” or the “Company”) today announced financial results for the quarter ended June 30, 2014. Second Quarter 2014 Highlights · GAAP net loss of ($0.19) per weighted average share · Core earnings of $0.63 per weighted ave

July 16, 2014 SC 13G/A

HTS / Hatteras Financial Corp. / Agnc Investment Corp. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Hatteras Financial Corp. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 41902R103 (CUSIP Number) June 27, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

May 20, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2014 HATTERAS FINANCIAL CORP.

May 8, 2014 8-K

Submission of Matters to a Vote of Security Holders - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2014 HATTERAS FINANCIAL CORP.

May 1, 2014 DEFA14A

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨

April 29, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-34030 HATTERAS FINANCIAL

April 22, 2014 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 22, 2014 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdiction of incorporation) (Commission

April 22, 2014 EX-99.1

Hatteras Financial Corp. Announces First Quarter 2014 Financial Results

Exhibit 99.1 Hatteras Financial Corp. Announces First Quarter 2014 Financial Results WINSTON-SALEM, N.C.-(BUSINESS WIRE)-April 22, 2014-Hatteras Financial Corp. (NYSE: HTS) (“Hatteras” or the “Company”) today announced financial results for the quarter ended March 31, 2014. First Quarter 2014 Highlights · GAAP net income of $0.12 per weighted average share · Core earnings of $0.64 per weighted ave

March 28, 2014 DEF 14A

- DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant x Filed by a party other than the registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.

March 28, 2014 DEFA14A

- DEFINITIVE ADDITIONAL MATERIALS

Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant x Filed by a party other than the registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.

February 21, 2014 EX-12

Computation of Ratio of Earnings to Fixed Charges

Exhibit 12.1 Computation of Ratio of Earnings to Fixed Charges (Dollars in thousands.) Years Ended December 31, 2013(3) 2012 2011 2010 2009 Computation of ratio of net income to fixed charges Fixed charges(1) $ 204,366 $ 197,064 $ 144,662 $ 95,923 $ 96,267 Fixed charges (1) 204,366 197,064 144,662 95,923 96,267 Net income (134,136 ) 349,245 284,373 169,500 174,400 70,230 546,309 429,035 265,423 27

February 21, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2013 OR [ ] TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2013 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-34030 HATTERAS FINANCIAL

February 21, 2014 EX-21

Subsidiaries of Hatteras Financial Corp., a Maryland corporation

Exhibit 21.1 Subsidiaries of Hatteras Financial Corp., a Maryland corporation Diamond Shoals Funding LLC, a North Carolina limited liability company Onslow Bay Servicing LLC, a North Carolina limited liability company

February 14, 2014 SC 13G

NLY.PRE / Annaly Capital Management, Inc. / International Value Advisers, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Hatteras Financial 7.625% Series A Pfd (Name of Issuer) Common Stock pfd (Title of Class of Securities) 41902R400 (CUSIP Number) International Value Advisers, LLC, 717 Fifth Avenue, 10th Floor, New York, NY 10022 (Name, Address and Telephone Number of Per

February 11, 2014 SC 13G

HTS / Hatteras Financial Corp. / VANGUARD GROUP INC Passive Investment

hatteras.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: Hatteras Financial Corp Title of Class of Securities: REIT CUSIP Number: 41902R103 Date of Event Which Requires Filing of this Statement: December 31, 2013 Check the appropriate box to designat

February 11, 2014 EX-99

Hatteras Financial Corp. Announces Fourth Quarter 2013 Financial Results

Exhibit 99.1 Hatteras Financial Corp. Announces Fourth Quarter 2013 Financial Results WINSTON-SALEM, N.C.-(BUSINESS WIRE)-February 11, 2014-Hatteras Financial Corp. (NYSE: HTS) (“Hatteras” or the “Company”) today announced financial results for the quarter ended December 31, 2013. Fourth Quarter 2013 Highlights · GAAP net loss ($0.16) per weighted average share · Core earnings of $0.51 per weighte

February 11, 2014 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 11, 2014 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdiction of incorporation) (Commiss

February 6, 2014 SC 13G

HTS / Hatteras Financial Corp. / Agnc Investment Corp. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Hatteras Financial Corp. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 41902R103 (CUSIP Number) January 29, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

October 31, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-34030 HATTE

October 29, 2013 EX-99.1

Hatteras Financial Corp. Announces Third Quarter 2013 Financial Results

EX-99.1 2 a50739490ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Hatteras Financial Corp. Announces Third Quarter 2013 Financial Results WINSTON-SALEM, N.C.-(BUSINESS WIRE)-October 29, 2013-Hatteras Financial Corp. (NYSE:HTS) (“Hatteras” or the “Company”) today announced financial results for the quarter ended September 30, 2013. Third Quarter 2013 Highlights Net income of $0.44 per weighted average share

October 29, 2013 8-K

Results of Operations and Financial Condition - HATTERAS FINANCIAL CORP. 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 29, 2013 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdiction of incorporation) (Commissi

October 2, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 26, 2013 HATTERAS FINANCIAL CORP.

July 30, 2013 EX-10.1

FIRST ADDENDUM AND AMENDMENT TO RESTRICTED STOCK AGREEMENTS

Exhibit 10.1 FIRST ADDENDUM AND AMENDMENT TO RESTRICTED STOCK AGREEMENTS THIS FIRST ADDENDUM AND AMENDMENT TO RESTRICTED STOCK AGREEMENTS made this 26th day of June, 2013, by and between WILLIAM H. GIBBS, JR. (“Grantee”) and HATTERAS FINANCIAL CORP., a Maryland corporation (“Company”). W I T N E S S E T H: WHEREAS, Grantee and Company executed those certain Restricted Stock Agreements dated effect

July 30, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2013 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-34030 HA

July 30, 2013 EX-10.2

CONSULTING AGREEMENT

EX-10.2 Exhibit 10.2 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT, made the 26th day of June, 2013 by and between HATTERAS FINANCIAL CORP., a Maryland corporation (hereinafter referred to as the “Hatteras Financial”) and WILLIAM H. GIBBS, JR. of 5226 Sweet Meadow Lane, Clarksville, Maryland (hereinafter referred to as “Gibbs”). W I T N E S S E T H: WHEREAS, Gibbs and Hatteras Financial executed

July 23, 2013 EX-99.1

Hatteras Financial Corp. Announces Second Quarter 2013 Financial Results

EX-99.1 2 a50676057ex991.htm EXHIBIT 99.1 Exhibit 99.1 Hatteras Financial Corp. Announces Second Quarter 2013 Financial Results WINSTON-SALEM, N.C.-(BUSINESS WIRE)-July 23, 2013-Hatteras Financial Corp. (NYSE: HTS) (“Hatteras” or the “Company”) today announced financial results for the quarter ended June 30, 2013. Second Quarter 2013 Highlights GAAP net income of $0.66 per weighted average share N

July 23, 2013 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 23, 2013 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdiction of incorporation) (Commission

June 26, 2013 8-K

- HATTERAS FINANCIAL CORP. 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 26, 2013 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdiction of incorporation) (Commission

June 26, 2013 EX-99.1

Hatteras Financial Corp. Announces the Retirement of Executive Vice President and Co-Chief Investment Officer, William H. Gibbs, Jr.

Exhibit 99.1 Hatteras Financial Corp. Announces the Retirement of Executive Vice President and Co-Chief Investment Officer, William H. Gibbs, Jr. WINSTON SALEM, N.C.-(BUSINESS WIRE)-June 26, 2013-Hatteras Financial Corp. (NYSE: HTS) (“Hatteras” or the “Company”) today announced, effective September 30, 2013, the retirement of William H. Gibbs, Jr., its Executive Vice President and Co-Chief Investm

May 23, 2013 8-K

Submission of Matters to a Vote of Security Holders - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 21, 2013 HATTERAS FINANCIAL CORP.

April 30, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 23, 2013 8-K

Results of Operations and Financial Condition - HATTERAS FINANCIAL CORP. 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 23, 2013 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdiction of incorporation) (Commission

April 23, 2013 EX-99.1

Hatteras Financial Corp. Announces First Quarter 2013 Financial Results

Exhibit 99.1 Hatteras Financial Corp. Announces First Quarter 2013 Financial Results WINSTON-SALEM, N.C.-(BUSINESS WIRE)-April 23, 2013-Hatteras Financial Corp. (NYSE: HTS) (“Hatteras” or the “Company”) today announced financial results for the quarter ended March 31, 2013. First Quarter 2013 Highlights Generated net income of $0.62 per weighted average share Declared a $0.70 per share dividend Qu

April 19, 2013 PX14A6G

- CALPERS - HOSPITALITY PROPERTIES TRUST

Investment Office (916) 795-3400 phone (916) 796-2842 fax www.calpers.ca.gov April 22, 2013 Dear Hatteras Financial Corp. Shareowner: SUPPORT PROPOSAL #4 TO PROVIDE FOR MAJORITY VOTE IN DIRECTOR ELECTIONS We would be grateful for your support of Proposal #4 at the Hatteras Financial Corp. May 21, 2013 annual general meeting. On record date March 13, 2013 CalPERS owned approximately 116,000 shares

April 11, 2013 DEF 14A

- DEF 14A

DEF 14A 1 d467506ddef14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant x Filed by a party other than the registrant ¨ Check the appropriate box: ¨ Preliminary Proxy S

April 11, 2013 DEFA14A

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant x Filed by a party other than the registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.

February 20, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-34030 HATTER

February 20, 2013 EX-12.1

Computation of ratio of net income to fixed charges

Computation of ratios of earningsto combined fixed charges Exhibit 12.1 Year Ended December 31, 2012 2011 2010 2009 2008 Computation of ratio of net income to fixed charges Fixed charges (1) $ 197,064 $ 144,662 $ 95,923 $ 96,267 $ 104,481 Fixed charges (1) $ 197,064 $ 144,662 $ 95,923 $ 96,267 $ 104,481 Net income 349,245 284,373 169,500 174,400 79,129 $ 546,309 $ 429,035 $ 265,423 $ 270,667 $ 183

February 13, 2013 EX-99.1

Hatteras Financial Corp. Announces Fourth Quarter 2012 Financial Results

Exhibit 99.1 Hatteras Financial Corp. Announces Fourth Quarter 2012 Financial Results WINSTON-SALEM, N.C.-(BUSINESS WIRE)-February 12, 2013-Hatteras Financial Corp. (NYSE: HTS) (“Hatteras” or the “Company”) today announced financial results for the quarter ended December 31, 2012. Fourth Quarter 2012 Highlights Net income of $1.02 per weighted average share Declared a $0.70 per share common divide

February 13, 2013 8-K

Results of Operations and Financial Condition - HATTERAS FINANCIAL CORP. 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 12, 2013 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdiction of incorporation) (Commiss

October 30, 2012 EX-3.1

ARTICLES OF INCORPORATION HATTERAS FINANCIAL CORP.

EX-3.1 Exhibit 3.1 ARTICLES OF INCORPORATION of HATTERAS FINANCIAL CORP. These Articles of Incorporation of Hatteras Financial Corp. (the “Corporation”) are being executed by the undersigned for the purpose of forming a corporation pursuant to the Maryland General Corporation Law (the “MGCL”). ARTICLE I INCORPORATOR The undersigned, Jeffrey M. Sullivan, whose address is DLA Piper US LLP, 4141 Park

October 30, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-340

October 24, 2012 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 23, 2012 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdiction of incorporation) (Commissi

October 24, 2012 EX-99.1

Hatteras Financial Corp. Announces Third Quarter 2012 Financial Results

Exhibit 99.1 Hatteras Financial Corp. Announces Third Quarter 2012 Financial Results WINSTON-SALEM, N.C.-(BUSINESS WIRE)-October 23, 2012-Hatteras Financial Corp. (NYSE: HTS) (“Hatteras” or the “Company”) today announced financial results for the quarter ended September 30, 2012. Third Quarter 2012 Highlights Generated net income of $0.83 per weighted average share Declared an $0.80 per share divi

September 20, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 17, 2012 HATTERAS FINANCIAL CORP.

August 27, 2012 EX-3.1

HATTERAS FINANCIAL CORP. ARTICLES SUPPLEMENTARY 11,500,000 SHARES OF 7.625% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK AUGUST 22, 2012

Articles Supplementary Exhibit 3.1 HATTERAS FINANCIAL CORP. ARTICLES SUPPLEMENTARY 11,500,000 SHARES OF 7.625% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK AUGUST 22, 2012 Hatteras Financial Corp., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that: FIRST: Pursuant to the authority expressly vested

August 27, 2012 8-K

Material Modification to Rights of Security Holders

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 22, 2012 HATTERAS FINANCIAL CORP.

August 23, 2012 8-A12B

- FORM 8-A

Form 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 26-1141886 (State of incorporation or organization) (I.R.S. Employer Identification No.) 110 Oakw

August 23, 2012 EX-4.1

HATTERAS FINANCIAL CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

Form of Specimen Certificate Exhibit 4.1 7.625% SERIES A CUMULATIVE REDEEMABLE CUSIP 41902R 400 PREFERRED STOCK (LIQUIDATION PREFERENCE $25.00 PER SHARE) SEE REVERSE FOR CERTAIN No. DEFINITIONS AND A STATEMENT AS TO THE RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS ON SHARES HATTERAS FINANCIAL CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND This Certifies that is the record holder of

August 23, 2012 EX-3.4

HATTERAS FINANCIAL CORP. ARTICLES SUPPLEMENTARY 11,500,000 SHARES OF 7.625% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK AUGUST 22, 2012

Form of Articles Supplementary Exhibit 3.4 HATTERAS FINANCIAL CORP. ARTICLES SUPPLEMENTARY 11,500,000 SHARES OF 7.625% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK AUGUST 22, 2012 Hatteras Financial Corp., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that: FIRST: Pursuant to the authority expressly

August 22, 2012 EX-3.1

ARTICLES OF AMENDMENT HATTERAS FINANCIAL CORP. AUGUST 16, 2012

Articles of Amendment of Hatteras Financial Corp. Exhibit 3.1 ARTICLES OF AMENDMENT of HATTERAS FINANCIAL CORP. AUGUST 16, 2012 Hatteras Financial Corp., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that: FIRST: Section 6.1 of Article VI of the Articles of Incorporation (the “Charter”) is hereby amen

August 22, 2012 8-K

- FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 16, 2012 HATTERAS FINANCIAL CORP.

August 22, 2012 EX-1.1

HATTERAS FINANCIAL CORP. (a Maryland corporation) 10,000,000 Shares of 7.625% Series A Cumulative Redeemable Preferred Stock (Par Value $0.001 Per Share) PURCHASE AGREEMENT TABLE OF CONTENTS Page Section 1. Representations and Warranties and Agreemen

Exhibit 1.1 Execution Version HATTERAS FINANCIAL CORP. (a Maryland corporation) 10,000,000 Shares of 7.625% Series A Cumulative Redeemable Preferred Stock (Par Value $0.001 Per Share) PURCHASE AGREEMENT TABLE OF CONTENTS Page Section 1. Representations and Warranties and Agreements 3 1.1 Representations and Warranties and Agreements by the Company and the Manager. 3 Section 2. Sale and Delivery to

August 20, 2012 424B5

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) 7.625% Series A Cumulative Redeemable Preferred Stock $ 287,500,000 $ 32,948

424B5 Table of Contents CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) 7.

August 16, 2012 FWP

Hatteras Financial Corp. 7.625% Series A Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 per share) FINAL PRICING TERMS Issuer: Hatteras Financial Corp. Title of Shares: 7.625% Series A Cumulative Redeemable Preferred Stock (“Ser

FWP Dated August 16, 2012 Filed Pursuant to Rule 433 Registration Statement No. 333-179805 Relating to Preliminary Prospectus Supplement Dated August 16, 2012 to Prospectus Dated February 29, 2012 Hatteras Financial Corp. 7.625% Series A Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 per share) FINAL PRICING TERMS Issuer: Hatteras Financial Corp. Title of Shares: 7.625% Serie

August 16, 2012 424B5

SUBJECT TO COMPLETION, DATED AUGUST 16, 2012

Prospectus Supplement Table of Contents Filed Pursuant to Rule 424(b)(5) Registration File No.

July 26, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 24, 2012 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 24, 2012 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdiction of incorporation) (Commission

July 24, 2012 EX-99.1

Hatteras Financial Corp. Announces Second Quarter 2012 Financial Results

Exhibit 99.1 Hatteras Financial Corp. Announces Second Quarter 2012 Financial Results WINSTON-SALEM, N.C.-(BUSINESS WIRE)-July 24, 2012-Hatteras Financial Corp. (NYSE: HTS) (“Hatteras” or the “Company”) today announced financial results for the quarter ended June 30, 2012. Second Quarter 2012 Highlights Generated net income of $0.91 per weighted average share Declared a $0.90 per share dividend Qu

May 31, 2012 CORRESP

-

CORRESP 1 filename1.htm Hatteras Financial Corp. 110 Oakwood Drive, Suite 340 Winston Salem, North Carolina 27103 May 31, 2012 Via Courier and EDGAR Daniel L. Gordon, Branch Chief Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E., Mail Stop 3010 Washington, D.C. 20549 Re: Hatteras Financial Corp. Form 10-K for the Year Ended December 31, 2011 Filed February 23,

May 3, 2012 8-K

Submission of Matters to a Vote of Security Holders - FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 2, 2012 HATTERAS FINANCIAL CORP.

April 30, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 24, 2012 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 24, 2012 HATTERAS FINANCIAL CORP.

April 24, 2012 EX-99.1

Hatteras Financial Corp. Announces First Quarter 2012 Financial Results

EX-99.1 2 a50251285ex991.htm EXHIBIT 99.1 Exhibit 99.1 Hatteras Financial Corp. Announces First Quarter 2012 Financial Results WINSTON-SALEM, N.C.-(BUSINESS WIRE)-April 24, 2012-Hatteras Financial Corp. (NYSE: HTS) (“Hatteras” or the “Company”) today announced financial results for the quarter ended March 31, 2012. First Quarter 2012 Highlights Completed an equity offering of approximately $539 mi

March 30, 2012 EX-1.1

HATTERAS FINANCIAL CORP. (a Maryland corporation) 17,500,000 Shares of Common Stock (Par Value $0.001 Per Share) PURCHASE AGREEMENT TABLE OF CONTENTS Page Section 1. Representations and Warranties and Agreements 3 1.1 Representations and Warranties a

Purchase Agreement, Exhibit 1.1 EXECUTION VERSION HATTERAS FINANCIAL CORP. (a Maryland corporation) 17,500,000 Shares of Common Stock (Par Value $0.001 Per Share) PURCHASE AGREEMENT TABLE OF CONTENTS Page Section 1. Representations and Warranties and Agreements 3 1.1 Representations and Warranties and Agreements by the Company and the Manager. 3 Section 2. Sale and Delivery to Underwriters; Closin

March 30, 2012 8-K

- FORM 8-K

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 27, 2012 HATTERAS FINANCIAL CORP.

March 30, 2012 EX-3.1

ARTICLES OF AMENDMENT HATTERAS FINANCIAL CORP.

Articles of Amendment of Hatteras Financial Corp. Exhibit 3.1 ARTICLES OF AMENDMENT of HATTERAS FINANCIAL CORP. Hatteras Financial Corp., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that: FIRST: Section 6.1 of Article VI of the Articles of Incorporation (the “Charter”) is hereby amended to increase

March 28, 2012 424B5

CALCULATION OF REGISTRATION FEE Title of Securities to be Registered Amount to Be Registered Proposed Maximum Offering Price Per Share(2) Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) Common Stock 20,125,000 $28.03 $564,103,

Final Prospectus Supplement Table of Contents CALCULATION OF REGISTRATION FEE Title of Securities to be Registered Amount to Be Registered Proposed Maximum Offering Price Per Share(2) Proposed Maximum Aggregate Offering Price Amount of Registration Fee(1) Common Stock 20,125,000 $28.

March 26, 2012 424B5

SUBJECT TO COMPLETION, DATED MARCH 26, 2012 PRELIMINARY PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 29, 2012 15,000,000 Shares Common Stock

Preliminary Prospectus Supplement Table of Contents Filed Pursuant to Rule 424(b)(5) Registration File No.

March 23, 2012 DEFA14A

- DEFINITIVE ADDITIONAL MATERIALS

Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant x Filed by a party other than the registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.

March 23, 2012 DEF 14A

- DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant x Filed by a party other than the registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.

March 5, 2012 EX-1.1

HATTERAS FINANCIAL CORP. 10,000,000 SHARES OF COMMON STOCK CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT

Sales Agreement Exhibit 1.1 HATTERAS FINANCIAL CORP. 10,000,000 SHARES OF COMMON STOCK CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT February 29, 2012 CANTOR FITZGERALD & CO. 499 Park Avenue New York, New York 10022 Ladies and Gentlemen: HATTERAS FINANCIAL CORP., a Maryland corporation (the “Company”), and ATLANTIC CAPITAL ADVISORS, LLC, a North Carolina limited liability company (the “Manager”), c

March 5, 2012 8-K

Current Report

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 29, 2012 HATTERAS FINANCIAL CORP. (Exact Name of Registrant as Specified in its Charter) Maryland 001-34030 26-1141886 (State or Other Jurisdiction of Incorporation)

March 5, 2012 EX-1.2

HATTERAS FINANCIAL CORP. 10,000,000 SHARES OF COMMON STOCK CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT

Sales Agreement Exhibit 1.2 HATTERAS FINANCIAL CORP. 10,000,000 SHARES OF COMMON STOCK CONTROLLED EQUITY OFFERINGSM SALES AGREEMENT February 29, 2012 JMP SECURITIES LLC 450 Park Avenue, 5th Floor New York, New York 10022 Ladies and Gentlemen: HATTERAS FINANCIAL CORP., a Maryland corporation (the “Company”), and ATLANTIC CAPITAL ADVISORS, LLC, a North Carolina limited liability company (the “Manage

March 1, 2012 424B5

CALCULATION OF REGISTRATION FEE Title of each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Share(1) Proposed Maximum Aggregate Offering Price Amount of Registration Fee Common Stock, par value $0.00

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration File No. 333-179805 CALCULATION OF REGISTRATION FEE Title of each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Share(1) Proposed Maximum Aggregate Offering Price Amount of Registration Fee Common Stock, par value $0.001 per share 10,000,000 $28.52 $285,200,000 $32,680 (1) Estimated s

February 29, 2012 EX-4.3

HATTERAS FINANCIAL CORP., [ ], Dated as of · Debt Securities CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 607 (a)(2) 607 (a)(3) N.A. (a)(4) N.A. (a)(5) 607 (b) 608 (c) N.A. 311(a) 604 (b) 604 (c) N.A. 312(a) 701, 702

Form of Indenture Exhibit 4.3 HATTERAS FINANCIAL CORP., Issuer to [ ], Trustee INDENTURE Dated as of · Debt Securities CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) 607 (a)(2) 607 (a)(3) N.A. (a)(4) N.A. (a)(5) 607 (b) 608 (c) N.A. 311(a) 604 (b) 604 (c) N.A. 312(a) 701, 702 (b) 702 (c) 702 313(a) 703 (b) 1601 (c) 703 (d) 703 314(a) 704, 1007 (b) N.A. (c)(1) 102 (c

February 29, 2012 S-3ASR

- FORM S-3ASR

FORM S-3ASR Table of Contents As filed with the Securities and Exchange Commission on February 29, 2012 Registration No.

February 23, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 23, 2012 EX-12.1

Fixed charges(1)

Statement of computation of ratios of Earning Exhibit 12.1 Year Ended December 31, 2011 2010 2009 2008 Fixed charges(1) $ 144,662 $ 95,923 $ 96,267 $ 104,481 Preferred stock dividends (2) — — — — Combined fixed charges and preferred stock dividends $ 144,662 $ 95,923 $ 96,267 $ 104,481 Fixed charges $ 144,662 $ 95,923 $ 96,267 $ 104,481 Net income 284,373 169,500 174,400 79,129 $ 429,035 $ 265,423

February 23, 2012 EX-10.2

MANAGEMENT AGREEMENT

Management Agreement Exhibit 10.2 MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT (this “Agreement”) is made as of the 23rd day of February, 2012 (the “Effective Date”), by and between HATTERAS FINANCIAL CORP., a Maryland corporation (the “Company”) and ATLANTIC CAPITAL ADVISORS LLC, a North Carolina limited liability company (the “Manager”). STATEMENT OF PURPOSE The Company is a “real estate inves

February 14, 2012 EX-99.1

Hatteras Financial Corp. Announces Fourth Quarter 2011 Financial Results

Exhibit 99.1 Hatteras Financial Corp. Announces Fourth Quarter 2011 Financial Results WINSTON-SALEM, N.C.-(BUSINESS WIRE)-February 14, 2012-Hatteras Financial Corp. (NYSE: HTS) (“Hatteras” or the “Company”) today announced financial results for the quarter ended December 31, 2011. Fourth Quarter 2011 Highlights Net income of $0.92 per weighted average share Declared a $0.90 per share common divide

February 14, 2012 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 14, 2012 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdiction of incorporation) (Commiss

October 31, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 25, 2011 EX-99.1

Hatteras Financial Corp. Announces Third Quarter 2011 Financial Results

Exhibit 99.1 Hatteras Financial Corp. Announces Third Quarter 2011 Financial Results WINSTON-SALEM, N.C.-(BUSINESS WIRE)-October 25, 2011-Hatteras Financial Corp. (NYSE: HTS) (“Hatteras” or the “Company”) today announced financial results for the quarter ended September 30, 2011. Third Quarter 2011 Highlights Net income of $1.04 per weighted average share Declared a $1.00 per share dividend Quarte

October 25, 2011 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 25, 2011 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdiction of incorporation) (Commissi

August 10, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2011 HATTERAS FINANCIAL CORP.

August 1, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-34030 HATTERAS F

July 26, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 26, 2011 HATTERAS FINANCIAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 26, 2011 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdiction of incorporation) (Commission

July 26, 2011 EX-99.1

Hatteras Financial Corp. Announces Second Quarter 2011 Financial Results

Exhibit 99.1 Hatteras Financial Corp. Announces Second Quarter 2011 Financial Results WINSTON-SALEM, N.C.-(BUSINESS WIRE)-July 26, 2011-Hatteras Financial Corp. (NYSE: HTS) (“Hatteras” or the “Company”) today announced financial results for the quarter ended June 30, 2011. Second Quarter 2011 Highlights Net income of $1.04 per weighted average share Declared a $1.00 per share dividend Quarter end

July 19, 2011 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 4, 2011 HATTERAS FINANCIAL

Form 8-K Amendment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 7, 2011 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 7, 2011 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdiction of incorporation) (Commission F

May 5, 2011 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 4, 2011 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdiction of incorporation) (Commission Fi

April 29, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-34030 H

April 26, 2011 EX-99.1

Hatteras Financial Corp. Announces First Quarter 2011 Financial Results

Exhibit 99.1 Hatteras Financial Corp. Announces First Quarter 2011 Financial Results WINSTON-SALEM, N.C.-(BUSINESS WIRE)-April 26, 2011-Hatteras Financial Corp. (NYSE: HTS) (“Hatteras” or the “Company”) today announced financial results for the quarter ended March 31, 2011. First Quarter 2011 Highlights Net income of $0.96 per weighted average share Net income of $1.00 per weighted average share e

April 26, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 26, 2011 HATTERAS FINANCIAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 26, 2011 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdiction of incorporation) (Commission

March 25, 2011 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant x Filed by a party other than the registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.

March 25, 2011 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant x Filed by a party other than the registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.

March 23, 2011 EX-1.1

HATTERAS FINANCIAL CORP. (a Maryland corporation) 14,500,000 Shares of Common Stock (Par Value $0.001 Per Share) PURCHASE AGREEMENT TABLE OF CONTENTS Page SECTION 1. Representations and Warranties and Agreements. 3 1.1 Representations and Warranties

Exhibit 1.1 HATTERAS FINANCIAL CORP. (a Maryland corporation) 14,500,000 Shares of Common Stock (Par Value $0.001 Per Share) PURCHASE AGREEMENT TABLE OF CONTENTS Page SECTION 1. Representations and Warranties and Agreements. 3 1.1 Representations and Warranties and Agreements by the Company and the Manager 3 SECTION 2. Sale and Delivery to Underwriters; Closing. 16 2.1 Initial Securities 16 2.2 Op

March 23, 2011 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 18, 2011 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdiction of incorporation) (Commission

March 22, 2011 424B5

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(2) Common Stock 16,675,000

Final Prospectus Supplement Table of Contents CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(2) Common Stock 16,675,000 $28.

March 17, 2011 424B5

Subject to Completion Preliminary Prospectus Supplement dated March 17, 2011

Table of Contents Filing Pursuant to Rule 424(b)5 Registration File No. 333-159145 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and they are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is n

February 18, 2011 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2010 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-34030 HATTER

February 18, 2011 EX-12.1

Statement of computation of ratios of earnings to combined fixed charges and preferred stock dividends

Statement of Computation of earnings to combined fixed chrgs and Prfd stock div Exhibit 12.

February 15, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 15, 2011 HATTERAS FINANC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 15, 2011 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdiction of incorporation) (Commiss

February 15, 2011 EX-99.1

Hatteras Financial Corp. Announces Fourth Quarter 2010 Financial Results

Exhibit 99.1 Hatteras Financial Corp. Announces Fourth Quarter 2010 Financial Results WINSTON-SALEM, N.C.-(BUSINESS WIRE)-February 15, 2011-Hatteras Financial Corp. (NYSE: HTS) (the “Company”) today announced financial results for the quarter ended December 31, 2010. Fourth Quarter 2010 and full year 2010 Highlights Net income for the fourth quarter of $45.6 million or $0.99 per weighted average s

January 10, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 5, 2011 HATTERAS FINANCIA

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 5, 2011 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdiction of incorporation) (

January 10, 2011 EX-1.1

HATTERAS FINANCIAL CORP. (a Maryland corporation) 10,000,000 Shares of Common Stock (Par Value $0.001 Per Share) PURCHASE AGREEMENT TABLE OF CONTENTS Page SECTION 1. Representations and Warranties and Agreements 2 1.1 Representations and Warranties a

Exhibit 1.1 Execution Copy HATTERAS FINANCIAL CORP. (a Maryland corporation) 10,000,000 Shares of Common Stock (Par Value $0.001 Per Share) PURCHASE AGREEMENT TABLE OF CONTENTS Page SECTION 1. Representations and Warranties and Agreements 2 1.1 Representations and Warranties and Agreements by the Company and the Manager 2 SECTION 2. Sale and Delivery to Underwriters; Closing. 16 2.1 Initial Securi

January 7, 2011 424B5

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(2) Common Stock 11,500,000

Final Prospectus Supplement Table of Contents CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(2) Common Stock 11,500,000 $28.

January 5, 2011 424B5

Subject to Completion Preliminary Prospectus Supplement dated January 4, 2011

Preliminary Prospectus Supplement Table of Contents Filing Pursuant to Rule 424(b)5 Registration File No.

November 30, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 30, 2010 HATTERAS FINANC

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 30, 2010 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdiction of incorporation)

November 4, 2010 CORRESP

Hatteras Financial Corp. 110 Oakwood Drive, Suite 340 Winston Salem, North Carolina 27103

Correspondence Hatteras Financial Corp. 110 Oakwood Drive, Suite 340 Winston Salem, North Carolina 27103 November 4, 2010 Via Courier and EDGAR Cicely LaMothe, Branch Chief Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E., Mail Stop 3010 Washington, D.C. 20549 Re: Hatteras Financial Corp. Form 10-K for the Fiscal Year Ended December 31, 2009 Form 10-Q for the F

November 3, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2010 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 001-340

October 27, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 26, 2010 HATTERAS FINANCI

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 26, 2010 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdiction of incorporation)

October 27, 2010 EX-99.1

Hatteras Financial Corp. Announces Third Quarter 2010 Financial Results

Exhibit 99.1 Hatteras Financial Corp. Announces Third Quarter 2010 Financial Results For Immediate Release WINSTON-SALEM, N.C. – (BUSINESS WIRE) – Hatteras Financial Corp. (NYSE: HTS) (the “Company”) today announced financial results for the quarter ended September 30, 2010. Third Quarter 2010 Highlights • Net income of $1.12 per weighted average share • Net return on average equity of 17.26% • De

September 24, 2010 EX-1.1

HATTERAS FINANCIAL CORP. (a Maryland corporation) 6,500,000 Shares of Common Stock (Par Value $0.001 Per Share) PURCHASE AGREEMENT TABLE OF CONTENTS Page SECTION 1. Representations and Warranties and Agreements 2 1.1 Representations and Warranties an

Purchase Agreement Exhibit 1.1 Execution Copy HATTERAS FINANCIAL CORP. (a Maryland corporation) 6,500,000 Shares of Common Stock (Par Value $0.001 Per Share) PURCHASE AGREEMENT TABLE OF CONTENTS Page SECTION 1. Representations and Warranties and Agreements 2 1.1 Representations and Warranties and Agreements by the Company and the Manager 2 SECTION 2. Sale and Delivery to Underwriters; Closing 16 2

September 24, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 21, 2010 HATTERAS FINAN

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 21, 2010 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdiction of incorporation

September 21, 2010 424B5

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(2) Common Stock 7,475,000

Final Prospectus Supplement Table of Contents Filing Pursuant to Rule 424(b)5 Registration File No.

September 20, 2010 424B5

Subject to Completion Preliminary Prospectus Supplement dated September 20, 2010

Table of Contents Filing Pursuant to Rule 424(b)5 Registration File No. 333-159145 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and they are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is n

August 20, 2010 CORRESP

Hatteras Financial Corp. 110 Oakwood Drive, Suite 340 Winston Salem, North Carolina 27103

Hatteras Financial Corp. 110 Oakwood Drive, Suite 340 Winston Salem, North Carolina 27103 August 20, 2010 Via Courier and EDGAR Linda VanDoorn, Senior Assistant Chief Accountant Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E., Mail Stop 3010 Washington, D.C. 20549 Re: Hatteras Financial Corp. Form 10-K for the Fiscal Year Ended December 31, 2009 Form 10-Q for

August 2, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 28, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 27, 2010 HATTERAS FINANCIAL

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 27, 2010 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdiction of incorporation) (Co

July 28, 2010 EX-99.1

Hatteras Financial Corp. Announces Second Quarter 2010 Financial Results

Exhibit 99.1 Hatteras Financial Corp. Announces Second Quarter 2010 Financial Results For Immediate Release WINSTON-SALEM, N.C. – (BUSINESS WIRE) – Hatteras Financial Corp. (NYSE: HTS) (“Hatteras” or the “Company”) today announced financial results for the quarter ended June 30, 2010. Second Quarter 2010 Highlights • Net income of $1.01 per diluted share • Net return on average equity of 15.63% •

July 12, 2010 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 8, 2010 HATTERAS FINANCIAL COR

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 8, 2010 HATTERAS FINANCIAL CORP.

May 7, 2010 S-8

As filed with the Securities and Exchange Commission on May 6, 2010

Form S-8 As filed with the Securities and Exchange Commission on May 6, 2010 Registration No.

May 6, 2010 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 5, 2010 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdiction of incorporation) (Commission Fi

May 6, 2010 EX-99.1

Hatteras Financial Corp. Announces Annual Meeting Results

Exhibit 99.1 Hatteras Financial Corp. Announces Annual Meeting Results For Immediate Release WINSTON SALEM, N.C. – May 6, 2010 – Hatteras Financial Corp. (NYSE:HTS) (“Hatteras” or the “Company”) announced the results of its 2010 annual meeting of shareholders held yesterday. Shareholders of record on the record date, March 16, 2010, were entitled to vote at the annual meeting. The following items

May 6, 2010 EX-10.1

HATTERAS FINANCIAL CORP. 2010 EQUITY INCENTIVE PLAN

2010 Equity Incentive Plan Exhibit 10.1 HATTERAS FINANCIAL CORP. 2010 EQUITY INCENTIVE PLAN 1. Establishment, Purpose and Types of Awards Hatteras Financial Corp. (the “Company”), hereby establishes the Hatteras Financial Corp. 2010 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to promote the long-term growth and profitability of the Company by (i) providing key people with incent

April 30, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 27, 2010 EX-99.1

Hatteras Financial Corp. Announces First Quarter 2010 Financial Results

Exhibit 99.1 Hatteras Financial Corp. Announces First Quarter 2010 Financial Results For Immediate Release WINSTON-SALEM, N.C. – (BUSINESS WIRE) – Hatteras Financial Corp. (NYSE: HTS) (“Hatteras” or the “Company”) today announced financial results for the quarter ended March 31, 2010. First Quarter 2010 Highlights • Net income of $1.21 per diluted share • Net return on average equity of 18.57% • D

April 27, 2010 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 27, 2010 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdiction of incorporation) (Commission

March 26, 2010 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant x Filed by a party other than the registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.

March 26, 2010 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant x Filed by a party other than the registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.

February 19, 2010 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 19, 2010 EX-12.1

HATTERAS FINANCIAL CORP. COMPUTATION OF THE RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (in thousands, except ratios) Computation of ratio or earnings to combined fixed charges and preferred stock dividends: Year Ended D

Statement of computation of ratios of earnings Exhibit 12.1 HATTERAS FINANCIAL CORP. COMPUTATION OF THE RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (in thousands, except ratios) (unaudited) Computation of ratio or earnings to combined fixed charges and preferred stock dividends: Year Ended December 31, 2009 2008 2007 Fixed charges(1) $ 96,267 $ 104,481 $ 5,332 Preferr

February 17, 2010 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 16, 2010 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdiction of incorporation) (Commiss

February 17, 2010 EX-99.1

Hatteras Financial Corp. Announces Fourth Quarter 2009 Financial Results

Press Release Hatteras Financial Corp. Announces Fourth Quarter 2009 Financial Results For Immediate Release WINSTON-SALEM, N.C. – (BUSINESS WIRE) – Hatteras Financial Corp. (NYSE: HTS) (“Hatteras” or the “Company”) today announced financial results for the quarter ended December 31, 2009. Fourth Quarter 2009 Highlights • GAAP net income increased to $1.28 per diluted share • Net return on average

February 16, 2010 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 02)* Hatteras Financial Corporation (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Numb

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 02)* Hatteras Financial Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 41902R103 (CUSIP Number) December 31, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

October 29, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 28, 2009 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 27, 2009 HATTERAS FINANCI

Form 8-K Earnings Release UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 28, 2009 EX-99.1

Hatteras Financial Corp. Announces Third Quarter 2009 Financial Results

Exhibit 99.1 Hatteras Financial Corp. Announces Third Quarter 2009 Financial Results For Immediate Release WINSTON-SALEM, N.C. – (BUSINESS WIRE) – Hatteras Financial Corp. (NYSE: HTS) (“Hatteras” or the “Company”) today announced financial results for the quarter ended September 30, 2009. Third Quarter 2009 Highlights • GAAP net income of $1.26 per diluted share, compared to $1.20 per diluted shar

October 9, 2009 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 28, 2009 HATTERAS FINANCIAL

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 28, 2009 HATTERAS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Maryland 001-34030 26-1141886 (State or other jurisdiction of incorporation) (Co

October 9, 2009 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 9, 2009 HATTERAS FINANCIA

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 9, 2009 HATTERAS FINANCIAL CORP. (Exact Name of Registrant as Specified in its Charter) Maryland 001-34030 26-1141886 (State or Other Jurisdiction of Incorporation) (

October 9, 2009 EX-99.1

Hatteras Financial Corp. Announces Second Quarter 2009 Financial Results

Exhibit 99.1 Hatteras Financial Corp. Announces Second Quarter 2009 Financial Results For Immediate Release WINSTON SALEM, N.C. – July 28, 2009 – Hatteras Financial Corp. (NYSE: HTS) (“Hatteras” or the “Company”) today announced financial results for the quarter ended June 30, 2009. Second Quarter 2009 Highlights • GAAP net income of $1.20 per diluted share, compared to $1.07 per diluted share in

October 9, 2009 EX-12.1

HATTERAS FINANCIAL CORP. COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (in thousands, except ratios)

Statement of computation of ratios of earnings Exhibit 12. 1 HATTERAS FINANCIAL CORP. COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (in thousands, except ratios) (unaudited) Computation of ratio of earnings to combined fixed charges and preferred stock dividends: Six Months Ended June 30, 2009 Year Ended December 31, 2008 September 19, 2007 (Date of Incep

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