DX Form 4: Byron Boston Reports RSU Tax-Withholding, Keeps 739,720 Shares

Rhea-AI Filing Summary

Byron L. Boston, Co-CEO and Chairman of Dynex Capital, Inc. (DX), reported a Form 4 disclosing transactions dated 09/08/2025. The filing shows 15,206 shares of Common Stock were disposed under code F (shares withheld upon RSU vesting to satisfy tax withholding) at a reported price of $12.93 per share. Following the transaction, Mr. Boston directly beneficially owned 739,720 shares, and held additional indirect interests: 1,500 shares beneficially owned by each of two sons, and 3,095 shares held jointly by his spouse and a son. The filing is a routine insider report documenting RSU tax withholding and current beneficial ownership.

Positive

• Substantial remaining direct ownership: Mr. Boston retains 739,720 shares, indicating continued alignment with shareholder interests
• Administrative disposition only: The 15,206-share reduction arose from RSU tax withholding, not an open-market sale

Negative

• Reported disposition of 15,206 shares: Shares were withheld at $12.93 per share to satisfy taxes upon vesting

Insights

Securities Analyst

TL;DR: Routine tax-withholding on vested RSUs resulted in a modest disposition; substantial remaining direct ownership remains.

The Form 4 shows a non-market-sale disposition: 15,206 shares were withheld to satisfy taxes on vested restricted stock units, reported at $12.93 per share. This is an administrative action rather than an open-market sale, so it generally does not indicate a change in insider sentiment. The reporting person retains significant direct ownership of 739,720 shares, which is material in absolute terms for insider alignment but the filing does not disclose company market capitalization to assess proportionality. No derivative transactions or additional dispositions are reported.

Corporate Governance Expert

TL;DR: Disclosure is standard for executive compensation vesting; filing meets Section 16 reporting requirements.

The disclosure identifies Byron L. Boston as Co-CEO and Chairman and properly reports the withholding of shares upon RSU vesting to meet tax obligations, with a signature dated 09/10/2025. Indirect holdings by family members are noted, which supports transparency about beneficial ownership. There are no indications of unusual timing, related-party transactions, or deviations from standard equity compensation practices in this filing.

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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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^*

BOSTON BYRON L

(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 & Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2025

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	09/08/2025		F		15,206(1)	D	$12.93	739,720(2)	D
Common Stock								1,500	I	By son
Common Stock								1,500	I	By 2nd son
Common Stock								3,095	I	By spouse and son jointly

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 units to satisfy tax withholding obligations.

2. Includes unvested restricted stock units.

Remarks:

	/s/ Byron L. Boston	09/10/2025
	** 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 transaction did Byron L. Boston report on Form 4 for DX?

The filing reports that 15,206 shares were disposed on 09/08/2025 via withholding to satisfy taxes on vested restricted stock units at a reported price of $12.93 per share.

How many Dynex Capital (DX) shares does Byron L. Boston beneficially own after the transaction?

Following the reported transaction, Mr. Boston directly beneficially owns 739,720 shares of Common Stock.

Are there any indirect holdings reported for Mr. Boston in the Form 4?

Yes. The filing reports indirect holdings of 1,500 shares by each of two sons and 3,095 shares held jointly by his spouse and a son.

Was the 15,206-share disposition an open-market sale?

No. The filing explains the disposition reflects shares withheld upon RSU vesting to satisfy tax withholding obligations, not a market sale.

What is the reporting person's role at Dynex Capital?

The reporting person, Byron L. Boston, is listed as Co-CEO and Chairman of the Board and a Director.