Dynex Co-CEO reports stock grant and tax share disposals

Dynex Capital Co-CEO Smriti Laxman Popenoe reported equity compensation and related tax withholding transactions in company stock.

Rhea-AI Filing Summary

Dynex Capital Co-CEO Smriti Laxman Popenoe reported equity compensation and related tax withholding transactions in company stock. On 2026-02-28, she acquired 66,287 shares of common stock at $0.00 per share as a grant based on the vesting of performance stock units granted in 2023 for a three-year performance period ending December 31, 2025.

On the same date, 32,514 shares and 28,491 shares of common stock were disposed of at $14.03 per share to satisfy tax withholding obligations upon vesting of performance stock units and restricted stock units. Following these transactions, she directly owned 441,111 shares of Dynex Capital common stock, which includes unvested restricted stock units. Indirect holdings reported include 4,780 shares held by her spouse and 325 shares held by her son.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Popenoe Smriti Laxman

Role Co-CEO and President

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	66,287	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	32,514	$14.03	$456K
Exercise Price or Tax Liability	Common Stock	28,491	$14.03	$400K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 412,620 shares (Direct); Common Stock — 4,780 shares (Indirect, By spouse); Common Stock — 325 shares (Indirect, By son)

Footnotes (4)

1. F1. Shares awarded based on vesting of performance stock units granted in 2023 with a three-year performance period ending December 31, 2025.
2. F2. Includes unvested restricted stock units.
3. F3. Reflects shares withheld upon vesting of performance stock units to satisfy tax withholding obligations.
4. F4. Reflects shares withheld upon vesting of restricted stock units to satisfy tax withholding obligations.

FAQ

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

What insider transactions did Dynex Capital (DX) Co-CEO Smriti Popenoe report?

Smriti Laxman Popenoe reported an equity grant of 66,287 Dynex Capital common shares and two related tax-withholding dispositions of 32,514 and 28,491 shares. These transactions reflect vesting of prior performance and restricted stock unit awards, not open-market purchases or sales.

Was the Dynex Capital (DX) insider activity an open-market buy or sell?

The filing shows no open-market buys or sells. Shares were acquired through an equity award and disposed of solely to cover tax withholding obligations upon vesting of performance and restricted stock units, a common administrative feature of stock-based compensation plans.

How many Dynex Capital (DX) shares does Smriti Popenoe own after these transactions?

After the reported transactions, Smriti Laxman Popenoe directly owned 441,111 shares of Dynex Capital common stock, including unvested restricted stock units. Additional indirect holdings were reported as 4,780 shares held by her spouse and 325 shares held by her son.

What triggered the equity award reported by Dynex Capital (DX) Co-CEO Smriti Popenoe?

The 66,287-share award was triggered by vesting of performance stock units granted in 2023, tied to a three-year performance period ending December 31, 2025. This reflects previously granted incentive compensation becoming earned and delivered in common stock form.

Why were some Dynex Capital (DX) shares disposed of in Smriti Popenoe’s Form 4?

The 32,514 and 28,491 Dynex Capital shares were withheld to satisfy tax withholding obligations upon vesting of performance and restricted stock units. This tax settlement method avoids the executive paying cash taxes separately when stock-based awards vest.

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

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Accepted by SEC EDGAR 03/03/2026 - 05:38 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Popenoe Smriti Laxman

(Last) (First) (Middle)

C/O DYNEX CAPITAL, INC.

140 EAST SHORE DRIVE, SUITE 100

(Street)

GLEN ALLEN VA 23059

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DYNEX CAPITAL INC [ DX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/28/2026		A		66,287(1)	A	$0	473,625(2)	D
Common Stock	02/28/2026		F		32,514(3)	D	$14.03	441,111(2)	D
Common Stock	02/28/2026		F		28,491(4)	D	$14.03	412,620(2)	D
Common Stock								4,780	I	By spouse
Common Stock								325	I	By son

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares awarded based on vesting of performance stock units granted in 2023 with a three-year performance period ending December 31, 2025.

2. Includes unvested restricted stock units.

3. Reflects shares withheld upon vesting of performance stock units to satisfy tax withholding obligations.

4. Reflects shares withheld upon vesting of restricted stock units to satisfy tax withholding obligations.

Remarks:

	/s/ Michael Angelo, as attorney-in-fact for Smriti L. Popenoe	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.