[Form 4] Dynex Capital, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Smriti L. Popenoe, Co-CEO and President and director of Dynex Capital, Inc. (DX), reported a Form 4 filing showing a transaction on 09/08/2025. The filing discloses that 18,954 shares of common stock were disposed at a price of $12.93 per share, reported with transaction code F. The filing explains these shares were withheld upon vesting of restricted stock units to satisfy tax withholding obligations. After the reported transactions, Ms. Popenoe directly beneficially owns 403,078 shares (which includes unvested restricted stock units), and there are indirect holdings of 4,780 shares by spouse and 325 shares by son.

Positive

• Reporting includes an explanation that the disposition was for tax withholding on vested RSUs, clarifying the nature of the transaction
• Substantial retained direct ownership of 403,078 shares indicates continued insider alignment with shareholders

Negative

• 18,954 shares were disposed (withheld) at $12.93, reducing the reporting person’s immediate share count
• Filing reports indirect family holdings (4,780 by spouse; 325 by son), which slightly dilutes clarity of total economic exposure

Insights

Corporate Governance Expert

TL;DR: Routine equity withholding on RSU vesting; insider retains substantial direct and family holdings.

The Form 4 shows a transaction coded F for the disposal of 18,954 common shares at $12.93 on 09/08/2025, which the filer explains were withheld to cover tax obligations arising from RSU vesting. This is a customary administrative transaction rather than an open-market sale, and the reporting person continues to hold a sizeable direct position of 403,078 shares, plus indirect family holdings. From a governance perspective, this disclosure satisfies Section 16 reporting requirements and provides transparency about the mechanics of equity compensation settlement.

Securities Analyst

TL;DR: Transaction reflects compensation settlement; no new derivative or option activity reported.

The filing contains only non-derivative activity: shares withheld upon RSU vesting (tax withholding) producing a reported disposal of 18,954 shares at $12.93. There are no derivative securities reported in Table II, and the aggregate direct beneficial ownership remains 403,078 shares (including unvested RSUs). For investors tracking insider activity, the record clarifies the nature and size of the transaction but does not indicate additional issuance, option exercise, or market sale beyond withholding.

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^*

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)
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		18,954(1)	D	$12.93	403,078(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. Reflects shares withheld upon vesting of restricted stock units to satisfy tax withholding obligations.

2. Includes unvested restricted stock units.

Remarks:

	/s/ Smriti L. Popenoe	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 Smriti L. Popenoe report on the Form 4 for DX?

The Form 4 reports a disposal of 18,954 shares of Dynex Capital common stock on 09/08/2025 at a price of $12.93, coded as transaction F.

Why were 18,954 shares disposed according to the filing?

The filing states those shares were withheld upon vesting of restricted stock units to satisfy tax withholding obligations.

How many Dynex Capital shares does Smriti Popenoe beneficially own after the transaction?

After the reported transaction, she directly beneficially owns 403,078 shares (which includes unvested RSUs).

Are there any indirect holdings reported for the reporting person?

Yes. The filing shows 4,780 shares indirect by spouse and 325 shares indirect by son.

Were any derivative securities (options, warrants, etc.) reported in this Form 4?

No. Table II for derivative securities contains no reported transactions or holdings in this filing.