Dynex Capital Restructures Employee 401(k) Plan, Removes Company Stock Option

Rhea-AI Filing Summary

Dynex Capital has filed Form 15-12G to terminate registration of Plan Interests in its 401(k) Plan under Section 12(g) of the Securities Exchange Act of 1934. The company has specifically terminated the Dynex Capital Employer Stock Fund within the 401(k) Plan and is no longer offering company securities through the plan.

Key details of the filing:

• Filed on June 28, 2025
• Company has deregistered all unsold Common Stock shares ($0.01 par value) under the Plan via Post-Effective Amendment No. 1 to Form S-8 (File No. 333-198796)
• Form relies on Rule 12h-3(b)(1)(i) for suspension of filing duties
• Number of record holders at notice date: None

Important Note: This Form 15 filing does not affect Dynex Capital's obligation to file reports regarding its Common Stock under Sections 13(a) or 15(d) of the Securities Exchange Act of 1934. The filing was executed by Robert S. Colligan, CFO and COO, as Plan Administrator.

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: 001-09819

DYNEX CAPITAL, INC.

(Exact name of registrant as specified in its charter)

4991 Lake Brook Drive, Suite 100

Glen Allen, Virginia 23060-9245

(804) 217-5800

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Plan Interests in the Dynex Capital, Inc. 401(k) Plan(1)

(Title of each class of securities covered by this Form)

Common Stock, $0.01 par value per share, of Dynex Capital, Inc.(2)

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)			☐
Rule 12g-4(a)(2)			☐
Rule 12h-3(b)(1)(i)			☒
Rule 12h-3(b)(1)(ii)			☐
Rule 15d-6			☐
Rule 15d-22(b)			☐

Approximate number of holders of record as of the certification or notice date: None

(1)Dynex Capital, Inc. (the “Company”) has terminated the Dynex Capital Employer Stock Fund in the Dynex Capital, Inc. 401(k) Plan (the “Plan”) and is no longer offering the Company’s securities pursuant to the Plan. As a result, Plan participants no longer hold such securities through the Plan. On June 26, 2025, the Company filed a Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-198796) with the Securities and Exchange Commission to deregister all shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) that remained unsold under the Plan along with the associated plan interests in the Plan that had been registered under such Form S-8. Accordingly, this Form 15 is being filed to suspend the Plan’s duty to file reports under Section 15(d) of the Securities Exchange Act of 1934, including on Form 11-K.

(2)This Form 15 has no effect on the Company’s duty to file reports under Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 with respect to the Company’s Common Stock.

_____________________________________________________________________________

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustee (or other person who administers the Dynex Capital, Inc. 401(k) Plan) has duly caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date: June 26, 2025			Dynex Capital, Inc. 401(k) Plan
			By: Dynex Capital, Inc. as Plan Administrator
						By:			/s/ Robert S. Colligan
									Robert S. Colligan
									Chief Financial Officer and Chief Operating Officer

FAQ

Why did DX file Form 15-12G in June 2025?

DX filed Form 15-12G to terminate registration and suspend filing requirements for Plan Interests in the Dynex Capital, Inc. 401(k) Plan. The company terminated the Dynex Capital Employer Stock Fund in their 401(k) Plan and is no longer offering company securities through the Plan.

Does DX's Form 15-12G filing affect their regular SEC reporting requirements for common stock?

No, this Form 15 filing specifically has no effect on DX's duty to file reports under Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 with respect to the Company's Common Stock. The company will continue its regular SEC reporting.

What happened to DX's 401(k) Plan stock fund in 2025?

DX terminated the Dynex Capital Employer Stock Fund in their 401(k) Plan, and participants no longer hold company securities through the Plan. On June 26, 2025, the company deregistered all unsold shares of Common Stock under the Plan by filing Post-Effective Amendment No. 1 to the Registration Statement on Form S-8.

Who signed DX's Form 15-12G filing in June 2025?

The Form 15-12G was signed by Robert S. Colligan, who serves as DX's Chief Financial Officer and Chief Operating Officer, on behalf of Dynex Capital, Inc. as Plan Administrator of the Dynex Capital, Inc. 401(k) Plan on June 26, 2025.