Dynex Capital expands at-the-market share program

Dynex Capital, Inc. entered into Amendment No. 8 to its equity distribution agreement with a syndicate of sales agents, allowing additional "at the market" offerings of common stock.

Rhea-AI Filing Summary

Dynex Capital, Inc. entered into Amendment No. 8 to its equity distribution agreement with a syndicate of sales agents, allowing additional "at the market" offerings of common stock. The amendment increases the number of shares of common stock that may be sold under the agreement by 60,000,000, bringing the total available under the program to 221,292,973 shares.

The company states that 67,354,187 shares of common stock remain available for issuance under this amended arrangement. These shares will be issued from time to time pursuant to Dynex Capital’s effective Registration Statement on Form S-3 and a related prospectus and prospectus supplement filed on January 27, 2026.

The sales agents, including firms such as J.P. Morgan Securities, RBC Capital Markets, UBS Securities, and Wells Fargo Securities, have provided and may continue to provide investment banking and brokerage services to Dynex Capital for customary fees, and legal and tax opinions related to the shares and certain U.S. federal income tax matters were filed as exhibits.

Insights

Capital markets & REIT financing analyst

Dynex expands its at-the-market share sale capacity, preserving flexibility.

Dynex Capital, Inc. has increased the capacity of its existing at-the-market equity program by 60,000,000 shares of common stock, for a total of 221,292,973 shares under the amended agreement. The company notes that 67,354,187 shares remain available for issuance, which indicates a meaningful amount of potential equity that can be sold over time through the sales agents.

The arrangement uses multiple sales agents, including BTIG, J.P. Morgan Securities, RBC Capital Markets, UBS Securities, and Wells Fargo Securities, and contemplates sales that qualify as at-the-market offerings under Rule 415(a)(4). Such structures typically allow issuers to sell shares into the market in smaller increments, depending on market conditions, rather than in a single large transaction.

The actual impact on existing shareholders will depend on how many of the 67,354,187 available shares the company ultimately chooses to issue pursuant to the registration statement and prospectus supplement dated January 27, 2026. Future disclosures in company filings may provide details on shares sold and the proceeds raised under this program.

8-K Event Classification

2 items: 1.01, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What did Dynex Capital, Inc. (DX) change in this 8-K filing?

Dynex Capital, Inc. entered into Amendment No. 8 to its equity distribution agreement, expanding the number of common shares that can be sold in at-the-market offerings through its sales agents.

How many Dynex Capital (DX) shares can be sold under the amended distribution agreement?

Amendment No. 8 increases the shares of common stock available for sale by 60,000,000, bringing the total capacity under the agreement to 221,292,973 shares of common stock.

How many Dynex Capital (DX) shares remain available for issuance under the at-the-market program?

The filing states that 67,354,187 shares of Dynex Capital common stock remain available for issuance under the amended equity distribution agreement.

Under what registration statement will Dynex Capital (DX) issue these shares?

Dynex Capital will issue the shares pursuant to its Registration Statement on Form S-3 (File No. 333-289004), together with a base prospectus dated July 28, 2025 and a prospectus supplement dated January 27, 2026.

Who are the sales agents in Dynex Capital’s at-the-market offering program?

The sales agents include BTIG, LLC, Citizens JMP Securities, LLC, JonesTrading Institutional Services LLC, J.P. Morgan Securities LLC, Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC, UBS Securities LLC, and Wells Fargo Securities, LLC.

What types of services do the sales agents provide to Dynex Capital (DX)?

The filing notes that the sales agents and their affiliates have provided, and may in the future provide, investment banking, brokerage, and other services to Dynex Capital, for which the company has paid and expects to pay customary fees and commissions.

What legal and tax opinions were filed with this Dynex Capital (DX) 8-K?

Dynex Capital filed an opinion of Morrison & Foerster LLP regarding the legality of the common stock as Exhibit 5.1, and an opinion of Morrison & Foerster LLP on certain U.S. federal income tax matters as Exhibit 8.1.

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Accepted by SEC EDGAR 01/27/2026 - 09:09 AM Learn about SEC filing dates

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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): January 27, 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)

(IRS 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)

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

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. o

Item 1.01 Entry into a Material Definitive Agreement.

On January 27, 2026, Dynex Capital, Inc. (the “Company”), entered into amendment no. 8 (“Amendment No. 8”) to the distribution agreement, dated June 29, 2018, as amended on May 31, 2019, August 3, 2021, June 3, 2022, February 10, 2023, October 29, 2024, May 1, 2025, and July 29, 2025 (the “Agreement” and, as amended by Amendment No. 8, the “Amended Agreement”), by and among the Company, on the one hand, and BTIG, LLC, Citizens JMP Securities, LLC, JonesTrading Institutional Services LLC, J.P. Morgan Securities LLC, Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC, UBS Securities LLC, and Wells Fargo Securities, LLC (collectively the “Sales Agents” and each individually a “Sales Agent”), on the other hand, pursuant to which shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), may be offered and sold through the Sales Agents in transactions that are deemed to be “at the market offerings” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended.

Amendment No. 8 increases the number of shares of Common Stock available for sale under the Agreement by 60,000,000 shares of Common Stock to 221,292,973 shares of Common Stock, 67,354,187 shares of which remain available for issuance (the “Shares”).

The Shares will be issued pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-289004). The Company filed a prospectus supplement, dated January 27, 2026 to the prospectus, dated July 28, 2025, with the Securities and Exchange Commission in connection with the offer and sale of the Shares from time to time pursuant to the Amended Agreement.

The Sales Agents and their affiliates have provided, and may in the future provide, investment banking, brokerage, and other services to the Company in the ordinary course of business, and the Company paid, and expects to pay, customary fees and commissions for their services, respectively.

The foregoing summary does not purport to be a complete description of the Amended Agreement and is qualified in its entirety by reference to the full text of Amendment No. 8, which is attached as Exhibit 10.1 hereto and incorporated by reference herein.

In connection with the filing of Amendment No. 8, the Company is filing as Exhibit 5.1 hereto an opinion of its counsel, Morrison & Foerster LLP, with respect to the legality of the shares, and as Exhibit 8.1 hereto an opinion of its counsel, Morrison & Foerster LLP, with respect to certain U.S. federal income tax matters.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description of Exhibit
5.1						Opinion of Morrison Foerster LLP with respect to the legality of common stock.
8.1						Opinion of Morrison Foerster LLP with respect to certain tax matters.
10.1						Amendment No. 8, dated January 27, 2026 to the Distribution Agreement, dated June 29, 2018, as amended on May 31, 2019, August 3, 2021, June 3, 2022, February 10, 2023, October 29, 2024, May 1, 2025, and July 29, 2025 by and among Dynex Capital, Inc., BTIG, LLC, Citizens JMP Securities, LLC, JonesTrading Institutional Services LLC, J.P. Morgan Securities LLC, Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC, UBS Securities LLC, and Wells Fargo Securities, LLC.
23.1						Consent of Morrison Foerster LLP (included in Exhibit 5.1 and Exhibit 8.1).
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:			January 27, 2026			By:			/s/ Michael A. Angelo
									Michael A. Angelo
									Chief Legal Officer and Corporate Secretary