Dynex Capital (DX) updates tax and legal disclosures via 8-K

Dynex Capital, Inc. (DX) reported an administrative update to its universal shelf registration materials.

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Form Type

8-K

Rhea-AI Filing Summary

Dynex Capital, Inc. (DX) reported an administrative update to its universal shelf registration materials. The company incorporated by reference an updated “Taxation of Our Company” section (Exhibit 99.1), which supersedes the first two paragraphs under that heading in both the base prospectus and the related prospectus supplement. It also replaced the “Legal Matters” sections: Exhibit 99.2 supersedes those in the base prospectus, and Exhibit 99.3 supersedes the version in the prospectus supplement.

The filing further states that Exhibits 5.1 and 8.1—opinions from Morrison Foerster LLP—supersede and replace the corresponding opinions previously filed with the shelf registration, and includes Exhibit 23.1 (consent of counsel). This 8-K centers on disclosure and opinion updates tied to the shelf, not on new terms of securities issuance.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Dynex Capital (DX) update in this 8-K?

It updated and incorporated by reference the “Taxation of Our Company” section (Exhibit 99.1) and replaced “Legal Matters” sections via Exhibits 99.2 and 99.3.

Which exhibits provide new legal and tax opinions?

Exhibits 5.1 and 8.1 contain updated opinions from Morrison Foerster LLP, and Exhibit 23.1 is the related consent.

How do these updates affect the shelf registration materials?

They supersede and replace prior tax and legal disclosures in the base prospectus and the related prospectus supplement.

Does the 8-K announce a new securities offering for DX?

The 8-K describes updates to tax and legal disclosures tied to the shelf; it focuses on replacing prior sections and opinions.

What securities of Dynex are listed on the NYSE?

Common Stock (DX) and 6.900% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (DXPRC).

Who is the legal counsel referenced in the exhibits?

Morrison Foerster LLP, providing the opinions in Exhibits 5.1 and 8.1 and consent in Exhibit 23.1.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/28/2025 - 05:03 PM EDT

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, 2025

___________

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)

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

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 8.01 Other Events

Taxation of Our Company

As previously disclosed, on July 28, 2025, Dynex Capital, Inc. (the “Company”) filed an automatic shelf registration statement on Form S-3 (File No. 333-289004) (the “Universal Shelf Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”).

The information included under the heading “Taxation of Our Company” in Exhibit 99.1 hereto is incorporated by reference herein and supersedes and replaces the information contained in the first two paragraphs under the heading “Material U.S. Federal Income Tax Considerations—Taxation of our Company” in (i) the prospectus dated July 28, 2025 (the “Base Prospectus”), which is a part of the Universal Shelf Registration Statement, and (ii) the Base Prospectus, as supplemented by the prospectus supplement dated July 29, 2025 (the “Prospectus Supplement”) filed by the Company with the SEC on July 29, 2025 pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

Legal Matters

The information included under the heading “Legal Matters” in Exhibit 99.2 hereto is incorporated by reference herein and supersedes and replaces the information under the heading “Legal Matters” in (i) the Base Prospectus and (ii) the Base Prospectus, as supplemented by the Prospectus Supplement. The information included under the heading “Legal Matters” in Exhibit 99.3 hereto is incorporated by reference herein and supersedes and replaces the information under the heading “Legal Matters” in the Prospectus Supplement.

Exhibits 5.1 and 8.1 hereto supersede and replace Exhibits 5.1 and 8.1 to the Universal Shelf Registration Statement, respectively, and Exhibit 5.1 hereto supersedes and replaces Exhibit 5.1 to the Current Report on Form 8-K of the Company filed with the SEC on July 29, 2025.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description of Exhibit
5.1						Opinion of Morrison Foerster LLP
8.1						Opinion of Morrison Foerster LLP
23.1						Consent of Morrison Foerster LLP (included in Exhibits 5.1 and 8.1)
99.1						Taxation of Our Company
99.2						Legal Matters
99.3						Legal Matters
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:	October 28, 2025	By:	/s/ Michael A. Angelo
			Michael A. Angelo
			Chief Legal Officer and Corporate Secretary

Source: View Original Filing on SEC EDGAR