Dynex Capital prices $120M preferred share offering
The Series D shares carry a 9.375% rate and a $25.00 liquidation preference, with proceeds intended for Agency and other investment securities and general corporate purposes.
Rhea-AI Filing Summary
Dynex Capital, Inc. (DX) priced an underwritten public offering of 4,800,000 shares of 9.375% Series D Fixed-Rate Cumulative Redeemable Preferred Stock, with a $25.00 per-share liquidation preference. The underwriters received a 30-day option to purchase up to 720,000 additional shares. Expected gross proceeds are $120 million before underwriting discounts, commissions and offering expenses. Expected net proceeds are approximately $116,220,000 after the underwriting discount and before estimated expenses, assuming no exercise of the option.
The offering is expected to close on or about September 29, 2026, subject to customary closing conditions. Dynex intends to use net proceeds to finance the acquisition of Agency and other investment securities and for general corporate purposes. It also intends to apply to list the Series D shares on the New York Stock Exchange under the symbol DXPRD.
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8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Series D shares offered: 4,800,000 shares
Preferred stock rate: 9.375%
Liquidation preference: $25.00 per share
+3 more
6 metrics
Series D shares offered
4,800,000 shares
Underwritten public offering
Preferred stock rate
9.375%
Series D Fixed-Rate Cumulative Redeemable Preferred Stock
Liquidation preference
$25.00 per share
Series D Preferred Stock
Underwriters' option
Up to 720,000 shares
30-day option to purchase additional Series D shares
Expected gross proceeds
$120 million
Before underwriting discounts, commissions and offering expenses
Expected net proceeds
Approximately $116,220,000
After underwriting discount, before estimated expenses, assuming no exercise of the option
Key Terms
liquidation preference, over-allotment option, underwriting discount, shelf registration statement
4 terms
liquidation preference financial
"with a liquidation preference of $25.00 per share"
A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.
over-allotment option financial
"assuming no exercise of the underwriters’ over-allotment option"
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
underwriting discount financial
"after deducting the underwriting discount"
The underwriting discount is the fee that investment banks or broker-dealers keep when they buy securities from an issuer and resell them to the public; it’s the difference between the price paid to the company and the public offering price, shown per share or as a percentage. It matters to investors because it reduces the cash the company actually raises and is a cost built into the deal—like a sales commission—so a larger discount can mean higher issuance costs, tighter returns for new investors, and a signal about how much effort underwriters must expend to sell the offering.
shelf registration statement regulatory
"existing shelf registration statement on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
When is DX's Series D preferred offering expected to close?
The offering is expected to close on or about September 29, 2026, subject to satisfaction of customary closing conditions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 22, 2026
___________
(Exact name of registrant as specified in its charter)
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Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 1.01. Entry into a Material Definitive Agreement.
On September 22, 2026, Dynex Capital, Inc. (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC, UBS Securities LLC, Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Keefe, Bruyette & Woods, Inc., acting as representatives of the several underwriters listed on Schedule 1 thereto (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell an aggregate of 4,800,000 shares (the “Underwritten Shares”) of 9.375% Series D Fixed-Rate Cumulative Redeemable Preferred Stock (the “Series D Preferred Stock”), par value $0.01 per share, with a liquidation preference of $25.00 per share, in an underwritten public offering (the “Offering”). Pursuant to the Underwriting Agreement, the Company also granted the Underwriters a 30-day option to purchase up to an additional 720,000 shares of Series D Preferred Stock on the same terms and conditions (the “Option Shares” and together with the Underwritten Shares, the “Shares”). The Shares will be established by Articles of Amendment to the Restated Articles of Incorporation of the Company.
In the Underwriting Agreement, the Company made certain customary representations, warranties and covenants and agreed to indemnify the Underwriters against certain liabilities. The Offering is expected to close on or about September 29, 2026, subject to satisfaction of customary closing conditions. The Company’s total net proceeds from the Offering, after deducting the underwriting discount (before estimated expenses and assuming no exercise of the underwriters’ over-allotment option to purchase the Option Shares) are expected to be approximately $116,220,000.
The Offering is being conducted pursuant to the Company’s prospectus supplement dated September 22, 2026, in the form filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b), which supplements the Company’s base prospectus dated July 28, 2025 filed with the SEC as part of the Company’s automatic shelf Registration Statement on Form S-3 (File No. 333-289004), which became effective upon filing with the SEC pursuant to Rule 462(e) under the Securities Act.
The foregoing description does not purport to be a complete description and is qualified in its entirety by reference to the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated by reference into this Item 1.01.
Item 7.01. Regulation FD Disclosure.
On September 22, 2026, the Company issued a press release announcing the pricing of the Offering.
A copy of this press release is attached as Exhibit 99.1 and is hereby incorporated by reference into this Item 7.01. This press release shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, regardless of any general incorporation language in such filing.
Forward-Looking Statements
Statements in this Form 8-K that are not historical facts, including statements relating to the Offering, the expected net proceeds from the Offering, the Company’s intended use of proceeds from the Offering and other statements that use words such as “expect,” “intend,” “may,” “plan,” “will,” “would” and similar terms, are “forward-looking statements” that involve risks and uncertainties. For a discussion of other risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s Annual Report on Form 10-K and other reports filed with the SEC. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 1.1 | Underwriting Agreement, dated September 22, 2026, by and among the Company, on the one hand, and Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC, UBS Securities LLC, Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Keefe, Bruyette & Woods, Inc., acting as representatives of the underwriters named therein, on the other hand (file herewith). | |||||||
| 99.1 | Press Release Announcing Pricing of the Offering, dated September 22, 2026 (filed herewith). | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DYNEX CAPITAL, INC. | |||||||||||
| Date: | September 25, 2026 | By: | /s/ Michael A. Angelo | ||||||||
Michael A. Angelo | |||||||||||
Chief Legal Officer and Corporate Secretary | |||||||||||
Exhibit 99.1
PRESS RELEASE
| FOR IMMEDIATE RELEASE | |||||
| September 22, 2026 | |||||
DYNEX CAPITAL, INC. ANNOUNCES
PRICING OF PUBLIC OFFERING OF SERIES D FIXED-RATE CUMULATIVE
REDEEMABLE PREFERRED STOCK
PRICING OF PUBLIC OFFERING OF SERIES D FIXED-RATE CUMULATIVE
REDEEMABLE PREFERRED STOCK
GLEN ALLEN, Va. -- Dynex Capital, Inc. (NYSE: DX) (the “Company”) announced today that it has priced a public offering of 4,800,000 shares of 9.375% Series D Fixed-Rate Cumulative Redeemable Preferred Stock (the "Series D Preferred Stock"),liquidation preference $25.00 per share (the “Series D Preferred Stock”), for total expected gross proceeds of $120 million before underwriting discounts and commissions and offering expenses. The Company has granted the underwriters in the offering a 30-day option to purchase up to an additional 720,000 shares of the Series D Preferred Stock. The offering is subject to customary closing conditions and is expected to close on September 29, 2026. The Company intends to apply to list the Series D Preferred Stock on the New York Stock Exchange under the symbol "DXPRD".
The Company intends to use the net proceeds it receives from the offering to finance the acquisition of Agency and other investment securities and for general corporate purposes.
Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC, UBS Investment Bank, Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Keefe, Bruyette & Woods, Inc. are acting as the joint book-running managers for the offering.
The offering is being made pursuant to the Company’s existing shelf registration statement on Form S-3, which became effective upon filing with the Securities and Exchange Commission (“SEC”). The offering of these securities will be made only by means of a base prospectus and a related prospectus supplement that should be read prior to investing. Copies of the preliminary prospectus supplement and the accompanying base prospectus related to the offering, and the final prospectus supplement, once available, may be obtained by visiting EDGAR on the SEC website at www.sec.gov or by contacting Morgan Stanley & Co. LLC, toll-free at 1-866-718-1649; J.P. Morgan Securities LLC, collect at 1-212-834-4533; RBC Capital Markets, LLC, toll-free at 1-866-375-6829; UBS Investment Bank, toll-free at 1-833-481-0269; Wells Fargo Securities, LLC, toll-free at 1-800-645-3751; Citigroup Global Markets Inc., toll-free at 1-800-831-9146; Goldman Sachs & Co. LLC, toll-free at 1-866-471-2526; or Keefe, Bruyette & Woods, Inc., toll-free at 1-800-966-1559.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About Dynex
Dynex Capital, Inc. (NYSE: DX) is a leading internally managed REIT with a long track record of delivering attractive dividends through the disciplined risk management of investments in high-quality mortgage assets backed by U.S. residential and commercial real estate.
Forward-Looking Statements
This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements in this press release that are not historical facts, including statements relating to the
Exhibit 99.1
proposed offering, the expected gross proceeds from the offering, the anticipated closing date, the listing of the Series D Preferred Stock on the New York Stock Exchange, the Company’s intended use of proceeds from the offering and other statements that use words such as “expect,” “intend,” “may,” “plan,” “will,” “would,” and similar terms, are “forward-looking statements” that involve risks and uncertainties including, but not limited to, general economic and market conditions. For a discussion of other risks and uncertainties which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s Annual Report on Form 10-K and other reports filed with the SEC. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to update or revise any forward-looking statements to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based.
Investor Relations Contact
Email: askdx@dynexcapital.com
Phone Number: 804-217-5897
Email: askdx@dynexcapital.com
Phone Number: 804-217-5897