Dynex Capital (NYSE: DX) co-CEO reports stock award and tax share withholdings

Rhea-AI Filing Summary

Dynex Capital Co-CEO and Chairman Byron L. Boston reported equity compensation activity in common stock. He acquired 86,579 shares on February 28, 2026 at $0.00 per share as a grant based on vesting of performance stock units granted in 2023 with a three-year performance period ending December 31, 2025, and this total includes unvested restricted stock units. On the same date, 34,069 shares and 29,002 shares at $14.03 per share were disposed of through tax-withholding transactions upon vesting of performance and restricted stock units to satisfy tax obligations, rather than open-market sales. After these transactions, he directly owned 763,228 common shares. Indirectly, he reported holdings of 3,095 shares by his spouse and son jointly, and 1,500 shares each held by two sons.

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

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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)
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		86,579(1)	A	$0	826,299(2)	D
Common Stock	02/28/2026		F		34,069(3)	D	$14.03	792,230(2)	D
Common Stock	02/28/2026		F		29,002(4)	D	$14.03	763,228(2)	D
Common Stock								3,095	I	By spouse and son jointly
Common Stock								1,500	I	By son
Common Stock								1,500	I	By 2nd 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 Byron L. Boston	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did Dynex Capital (DX) report for Byron L. Boston?

Byron L. Boston reported an equity grant of 86,579 Dynex Capital common shares and two tax-withholding dispositions totaling 63,071 shares on February 28, 2026. These transactions reflect vesting of performance and restricted stock units, not open-market purchases or sales.

Was the Dynex Capital (DX) Form 4 a stock sale by the co-CEO?

The Form 4 does not show open-market stock sales by the co-CEO. Shares labeled with code F, totaling 63,071, were withheld to satisfy tax obligations upon vesting of performance and restricted stock units, rather than sold in discretionary market transactions.

How many Dynex Capital (DX) shares does Byron L. Boston hold after these transactions?

After the reported transactions, Byron L. Boston directly held 763,228 Dynex Capital common shares. In addition, he reported indirect holdings of 3,095 shares held jointly by his spouse and son, plus 1,500 shares each held by two sons.

What triggered the 86,579-share award to Dynex Capital (DX) co-CEO Byron L. Boston?

The 86,579-share award resulted from vesting of performance stock units granted in 2023 with a three-year performance period ending December 31, 2025. The Form 4 also notes that his holdings include unvested restricted stock units tied to these awards.

At what price were Dynex Capital (DX) shares withheld for taxes on February 28, 2026?

The tax-withholding dispositions were reported at a price of $14.03 per Dynex Capital common share. Two transactions withheld 34,069 and 29,002 shares, respectively, to cover tax obligations related to vesting of performance and restricted stock unit awards.