Dynex Capital (DX) CFO granted 25,054 shares; tax withholding of 1,593 shares reported

Rhea-AI Filing Summary

Dynex Capital Chief Financial Officer receives equity grant and has shares withheld for taxes. Michael Andrew Sartori received 25,054 shares of Dynex Capital common stock as a grant or award, bringing his direct holdings to 35,579 shares. Separately, 1,593 shares were previously withheld at $14.03 per share to cover tax obligations upon vesting of restricted stock and restricted stock units. The new restricted stock units were granted under the 2025 Stock and Incentive Plan and will cliff vest on February 28, 2029.

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
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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^*

Sartori Michael Andrew

(Last) (First) (Middle)

140 EAST SHORE DR 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

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		F		1,593(1)	D	$14.03	10,525(2)	D
Common Stock	03/04/2026		A		25,054(3)	A	$0	35,579(2)	D

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

2. Includes unvested restricted stock and restricted stock units.

3. Restricted stock units granted under the 2025 Stock and Incentive Plan that will cliff vest on February 28, 2029.

Remarks:

	/s/ Michael A. Sartori	03/12/2026
	** 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.

FAQ

What insider transactions did Dynex Capital (DX) report for its CFO?

Dynex Capital reported that CFO Michael Andrew Sartori received a grant of 25,054 shares of common stock, and earlier had 1,593 shares withheld to satisfy tax obligations on vesting of restricted stock and restricted stock units.

How many Dynex Capital (DX) shares does the CFO hold after these transactions?

After the March 4, 2026 equity grant of 25,054 shares, CFO Michael Andrew Sartori directly holds 35,579 shares of Dynex Capital common stock, including unvested restricted stock and restricted stock units noted in the filing footnotes.

What was the purpose of the 1,593 Dynex Capital (DX) shares disposed of?

The 1,593 Dynex Capital shares were withheld at $14.03 per share to satisfy tax withholding obligations that arose when restricted stock and restricted stock units vested, rather than being sold in an open-market transaction.

What are the terms of the new Dynex Capital (DX) restricted stock units granted to the CFO?

The filing states that restricted stock units were granted under the 2025 Stock and Incentive Plan. These units will cliff vest on February 28, 2029, meaning they fully vest on that single future date if conditions are met.

Is the Dynex Capital (DX) CFO’s share acquisition an open-market purchase?

No, the 25,054 shares reported were acquired as a grant or award of common stock, not as an open-market purchase, according to the transaction code and description in the Form 4 filing.