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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 26, 2026
DYNEX CAPITAL, INC.
(Exact name of registrant as specified in
its charter)
| Virginia |
001-09819 |
52-1549373 |
(State
or other jurisdiction of incorporation) |
(Commission
File
Number) |
(I.R.S.
Employer Identification No.) |
|
140 East Shore Drive, Suite 100
Glen Allen, Virginia |
|
23059-5755 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(804) 217-5800
(Registrant’s telephone number, including
area code)
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 |
| Common Stock, par value $0.01 per share |
|
DX |
|
New York Stock Exchange |
| |
|
|
|
|
| 6.900% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share |
|
DXPRC |
|
New York Stock Exchange |
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. ¨
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Michael Sartori as Chief
Financial Officer
On February 26, 2026, the Board of Directors (the
“Board”) of Dynex Capital, Inc. (the “Company”) approved the appointment of Michael Sartori as the Company’s
Chief Financial Officer (principal financial officer), effective immediately. Mr. Sartori, age 45, will report to the Chairman of the
Board and Co-Chief Executive Officer and the Co-Chief Executive Officer and President (together, the “Co-CEOs”). Mr. Sartori
has been serving as Head of Capital Markets and Financial Planning and Analysis at the Company since October 2019. In this capacity, Mr.
Sartori has been responsible for driving capital strategy, forecasting, and risk analytics and has served as a partner and adviser to
the Co-CEOs, the Chief Investment Officer, and the Chief Financial Officer of the Company to help shape the capital structure, growth
strategy, and financial performance of the Company. Prior to that, Mr. Sartori served as Assistant Controller of the Company from August
2013 to October 2019. Prior to joining the Company, Mr. Sartori served in various accounting roles at Genworth Financial, Deloitte &
Touche, LLP, and Grant Thornton LLP.
In connection with Mr. Sartori’s appointment
as Chief Financial Officer, the Board approved equity award grants for Mr. Sartori in the form of restricted stock units (“RSUs”)
and performance stock units (“PSUs”). The RSU award, valued at $350,000 at the grant date, will vest on the third anniversary
of the grant date, subject to continued employment and other terms specified in the RSU award agreement. The PSU award, valued at $1,200,000
at the grant date, will vest at the end of a three-year performance period, subject to continued employment, attainment of performance
goals, and other terms specified in the PSU award agreement. The RSU and PSU award agreements will contain customary restrictive covenants,
including post-employment confidentiality, non-competition, and non-solicitation covenants.
There is no arrangement or understanding between
Mr. Sartori and any other person pursuant to which he has been selected as the Company’s Chief Financial Officer. There are no family
relationships between Mr. Sartori and any director or executive officer of the Company, and Mr. Sartori has no direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Departure of Robert S. Colligan as Chief
Financial Officer
In connection with Mr. Sartori’s appointment,
the Company and Robert S. Colligan, the Company’s Chief Financial Officer, have mutually agreed that Mr. Colligan will no longer
serve as Chief Financial Officer (principal financial officer) as of February 26, 2026. Mr. Colligan is expected to continue in employment
with the Company through May 1, 2026, serving in the role of Special Advisor to the Co-CEOs to assist with the transition of his duties
and responsibilities.
Under his Employment Agreement, Mr. Colligan is
eligible to receive severance and other benefits in connection with his separation from the Company. The Employment Agreement, dated July
19, 2024, between the Company and Mr. Colligan was filed with the Securities and Exchange Commission as Exhibit 10.3 to the Quarterly
Report on Form 10-Q for the quarter ended June 30, 2024.
Mr. Colligan’s departure from the Company
is not the result of any disagreements with the Company on any matter relating to the Company’s financial disclosures, accounting
matters, operations, polices or practices.
Item 7.01 Regulation FD Disclosure.
On February 27, 2026, the Company issued a press
release announcing Mr. Sartori’s appointment as the Company’s Chief Financial Officer and the departure of Mr. Colligan. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information provided under Item 7.01 of this
Current Report on Form 8-K (this “Current Report”), including Exhibit 99.1, is being furnished and is not deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
liabilities of that section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of
1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and irrespective
of any general incorporation language in any filings.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description of Exhibit |
| 99.1 |
|
Press release, dated February 27, 2026. |
| 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.
| Date: February 27, 2026 |
By: |
/s/ Smriti L. Popenoe |
| |
|
Smriti L. Popenoe |
| |
|
Co-Chief Executive Officer and President |
Exhibit 99.1
Dynex Capital, Inc. Announces CFO Transition
Michael Sartori appointed Chief Financial Officer,
Succeeding Robert Colligan
GLEN ALLEN, Va. — February 27, 2026 — Dynex Capital,
Inc. (the "Company") (NYSE: DX), a REIT with a long track record of generating dividends from high-quality mortgage assets,
today announced that Michael Sartori, Head of Capital Markets and Financial Planning and Analysis (FP&A), has been appointed Chief
Financial Officer effective immediately. Mr. Sartori succeeds Robert Colligan, who is leaving the CFO role by mutual agreement.
“We are pleased to have an executive of Mike’s caliber
step into the CFO role, as his foundation in accounting and corporate finance, paired with his capital markets expertise and track record
of success at Dynex, makes him uniquely suited for this position,” said Smriti Laxman Popenoe, Co-Chief Executive Officer and President.
“Since joining the Company more than ten years ago, Mike has become a trusted and respected leader both internally and with our
external partners. He has played a key role in accelerating Dynex’s growth trajectory and raising significant equity capital in
a rapidly changing business environment. Mike demonstrates the performance-first mentality and commitment to ethical stewardship that
is at the core of our decision making, and I’m confident that with him in the CFO seat, Dynex will maintain our momentum and continue
to raise and deploy capital to deliver durable long-term value for our shareholders.”
“It is an honor to be appointed CFO, particularly at this exciting
time of growth and positive momentum for our Company,” said Mr. Sartori. “When I joined Dynex over a decade ago, I was excited
to join an innovative, resilient company at the intersection of capital markets and real estate finance. This is an incredible business
with an exceptional team, and I look forward to playing an even greater role in executing our strategy and generating value for shareholders.”
“On behalf of everyone at Dynex, I’d like to thank Rob
for his many contributions to our Company,” added Byron L. Boston, Chairman and Co-Chief Executive Officer. “Rob has been
an important part of Dynex’s exponential growth over the last few years. He has instilled professionalism, rigor and transparency
in our financial reporting processes, helping Dynex cement its status as one of the best-performing mortgage REITs this decade. We are
grateful for his leadership and expertise.”
“It has been a privilege to serve as Dynex’s CFO and play
my part in executing on our proven strategy that delivers top-tier returns,” said Mr. Colligan. “I am proud of the track record
of dividend payments to shareholders and the growth in our capital base, and I look forward to seeing all that the team accomplishes in
the years ahead. Mike has done a spectacular job growing the capital base of the Company and I am personally excited for him in his new
role.”
To facilitate a smooth transition of roles and responsibilities, Mr.
Colligan has agreed to remain with the Company to serve in an advisory role through May 1, 2026. Mr. Colligan’s departure is unrelated
to the Company’s financial reporting or controls.
About Michael Sartori
Mr. Sartori has served as Dynex Capital’s Head of Capital Markets
and FP&A since 2019, having joined the Company in 2013 as Assistant Controller. He has advised on the Company’s capital strategy
and been a key contributor to Dynex’s strategic direction. In his most recent role, Mr. Sartori has overseen identification and
monitoring of performance drivers for the Company and its investment products. He has developed financial models to analyze potential
transactions, reviewed capital structure alternatives and overseen plan-to-actual forecasting and analysis.
Before joining Dynex Capital in 2013, Mr. Sartori spent several years
at Genworth, where he served in several accounting management roles with a focus on derivatives accounting. Mr. Sartori spent his early
career at Deloitte and Grant Thornton LLP.
Mr. Sartori earned his undergraduate degree in accounting and finance
at George Mason University and is a Certified Public Accountant.
Company Description
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. Additional information is available at www.dynexcapital.com.
Forward Looking Statements
Statements in this press release regarding the business of Dynex
Capital, Inc. that are not historical facts are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, including statements about the Company’s CFO transition and expectations. The Company cautions that
forward-looking statements involve risks and uncertainties. For a discussion of these risks and uncertainties, which could cause actual
results to differ from those contained in the forward-looking statements, see the Company’s Annual Report on Form 10-K and other
periodic reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking
statements.
Contacts
Alison Griffin
(804) 217-5897
Matthew Sherman / Tim Lynch
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
