Dynex Capital director awarded 11,400 RSUs

Gray Andrew I. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Gray Andrew I. reported acquisition or exercise transactions in this Form 4 filing.

Dynex Capital director Andrew I. Gray received an equity grant of 11,400 restricted stock units representing common stock, awarded under the Dynex Capital, Inc. 2025 Stock and Incentive Plan. The award was at no cash cost per unit and is part of his director compensation.

The units will vest on the earlier of May 22, 2027 or the date of the 2027 Annual Shareholder Meeting, tying his compensation to continued board service. Following this grant, Gray directly holds 33,131 shares or units linked to Dynex Capital common stock.

Insider Trade Summary

Grant/Award: 11,400 shares

Grant/Award 1 txn

Insider Gray Andrew I.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	11,400	$0.00	$0.00

Holdings After Transaction: Common Stock — 33,131 shares (Direct)

Footnotes (1)

1. F1. Restricted stock units awarded under the Dynex Capital, Inc. 2025 Stock and Incentive Plan. The units will vest on the earlier of (i) May 22, 2027, or (ii) the date of the 2027 Annual Shareholder Meeting.

Key Figures

Restricted stock units granted: 11,400 units Grant price per unit: $0.00 per unit Holdings after transaction: 33,131 shares/units +2 more

5 metrics

Restricted stock units granted 11,400 units Equity award to director Andrew I. Gray

Grant price per unit $0.00 per unit Compensation-related RSU award

Holdings after transaction 33,131 shares/units Direct position following RSU grant

RSU vesting date trigger May 22, 2027 Latest vesting date for RSUs

Alternative vesting trigger 2027 Annual Shareholder Meeting Earlier of two vesting triggers

Key Terms

Restricted stock units, 2025 Stock and Incentive Plan, Annual Shareholder Meeting

3 terms

Restricted stock units financial

"Restricted stock units awarded under the Dynex Capital, Inc. 2025 Stock and Incentive Plan."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

2025 Stock and Incentive Plan financial

"Restricted stock units awarded under the Dynex Capital, Inc. 2025 Stock and Incentive Plan."

Annual Shareholder Meeting financial

"The units will vest on the earlier of (i) May 22, 2027, or (ii) the date of the 2027 Annual Shareholder Meeting."

A yearly gathering where a company’s owners (shareholders) and its leaders meet to review performance, approve key decisions like electing directors, and vote on issues such as executive pay or major policy changes. Think of it as an annual town hall for people who own part of the business: investors use it to ask questions, influence direction through votes, and gauge management’s plans and transparency, all of which can affect the stock’s outlook.

FAQ

What insider transaction did Dynex Capital (DX) report for Andrew I. Gray?

Dynex Capital reported that director Andrew I. Gray received 11,400 restricted stock units as an equity award. These units represent common stock and were granted at no cash cost as part of his director compensation package under the company’s 2025 Stock and Incentive Plan.

How many shares does Andrew I. Gray hold after this Dynex Capital Form 4?

After the reported award, Andrew I. Gray holds 33,131 shares or units tied to Dynex Capital common stock. This total includes the newly granted 11,400 restricted stock units disclosed, showing his direct equity exposure as a company director following the grant.

What are the vesting terms of Andrew I. Gray’s 11,400 Dynex Capital RSUs?

The 11,400 restricted stock units will vest on the earlier of May 22, 2027, or the date of Dynex Capital’s 2027 Annual Shareholder Meeting. This schedule links vesting to Gray’s continued board service and the company’s regular shareholder meeting cycle.

Under which plan were Andrew I. Gray’s Dynex Capital restricted stock units granted?

The restricted stock units were awarded under the Dynex Capital, Inc. 2025 Stock and Incentive Plan. This plan governs equity-based compensation for eligible participants, including directors, and specifies terms such as award type, vesting conditions, and linkage to Dynex Capital common stock.

Did Andrew I. Gray buy Dynex Capital shares on the market in this Form 4?

No, the Form 4 shows a grant of 11,400 restricted stock units with a per-unit price of $0.00. This indicates a compensation-related equity award rather than an open-market purchase, reflecting non-cash remuneration for his service as a Dynex Capital director.

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Accepted by SEC EDGAR 05/26/2026 - 04:32 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^*

Gray Andrew I.

(Last) (First) (Middle)

C/O DYNEX CAPITAL, INC.

140 EASTSHORE DR, SUITE 100

(Street)

GLEN ALLEN VIRGINIA 23059

(City) (State) (Zip)

UNITED STATES

(Country)

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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026

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

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

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

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	05/22/2026		A		11,400(1)	A	$0	33,131	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. Restricted stock units awarded under the Dynex Capital, Inc. 2025 Stock and Incentive Plan. The units will vest on the earlier of (i) May 22, 2027, or (ii) the date of the 2027 Annual Shareholder Meeting.

Remarks:

	/s/ Kathy Rhodes, as attorney-in-fact for Andrew Gray	05/26/2026
	** 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.
* Form 4: SEC 1474 (03-26)