Dynex co-CEO has 19,528 shares withheld for taxes

Dynex Capital’s Co-CEO had shares withheld to cover taxes on vesting equity, while retaining over half a million shares directly plus indirect family holdings.

Rhea-AI Filing Summary

Dynex Capital, Inc. (DX) reported that Co-CEO and President Smriti Laxman Popenoe had 19,528 shares of common stock withheld on September 8, 2026 to satisfy tax withholding obligations upon vesting of restricted stock units. After this tax-withholding disposition, she directly holds 531,098 shares, including unvested restricted stock units, and indirectly holds additional shares through her spouse and son.

Insider Trade Summary

Tax Withholding: 19,528 shares

Tax Withholding 3 txns

Insider Popenoe Smriti Laxman

Role Co-CEO and President

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2	19,528	$12.89	$252K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 531,098 shares (Direct); Common Stock — 4,780 shares (Indirect, By spouse); Common Stock — 325 shares (Indirect, By son)

Footnotes (2)

1. F1. Reflects shares withheld upon vesting of restricted stock units to satisfy tax withholding obligations.
2. F2. Includes unvested restricted stock units.

Key Figures

Shares withheld for taxes: 19,528 shares Per-share value for tax withholding: $12.89 per share Direct holdings after transaction: 531,098 shares +2 more

5 metrics

Shares withheld for taxes 19,528 shares Shares of Dynex Capital common stock withheld on September 8, 2026 to satisfy tax withholding obligations

Per-share value for tax withholding $12.89 per share Valuation used for the 19,528 shares withheld on September 8, 2026

Direct holdings after transaction 531,098 shares Common stock directly held by Smriti Laxman Popenoe after the September 8, 2026 transaction, including unvested RSUs

Indirect holdings by spouse 4,780 shares Common stock indirectly owned through spouse after the reported date

Indirect holdings by son 325 shares Common stock indirectly owned through son after the reported date

Key Terms

restricted stock units, tax withholding obligations, indirect ownership

3 terms

restricted stock units financial

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

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.

tax withholding obligations financial

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

indirect ownership financial

"Common stock reported as indirectly owned by spouse and by son"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did DX report for Smriti Laxman Popenoe on September 8, 2026?

DX reported that Co-CEO and President Smriti Laxman Popenoe had 19,528 shares of common stock withheld on September 8, 2026 to satisfy tax withholding obligations upon vesting of restricted stock units.

At what price were the 19,528 DX shares valued for the tax withholding?

The 19,528 shares withheld for tax withholding obligations were valued at $12.89 per share, as reported for the September 8, 2026 transaction.

How many DX shares does Smriti Laxman Popenoe hold directly after the September 8, 2026 transaction?

After the September 8, 2026 tax-withholding transaction, Smriti Laxman Popenoe directly holds 531,098 shares of Dynex Capital common stock, which the filing states includes unvested restricted stock units.

What indirect holdings in DX are reported for Smriti Laxman Popenoe’s family?

The filing reports indirect holdings of 4,780 shares of Dynex Capital common stock held by spouse and 325 shares held by son, both categorized as indirect ownership for Smriti Laxman Popenoe.

Was the September 8, 2026 DX insider transaction under a Rule 10b5-1 trading plan?

No. The Form 4 indicates that the Rule 10b5-1 checkbox is not affirmed, and there is no footnote stating that the September 8, 2026 transaction was made pursuant to a Rule 10b5-1 trading plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/10/2026 - 05:22 PM EDT Accepted by SEC EDGAR 09/10/2026 - 05:22 PM EDT 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^*

Popenoe Smriti Laxman

(Last) (First) (Middle)

C/O DYNEX CAPITAL, INC.

140 EASTSHORE DRIVE, 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
X	Officer (give title below)		Other (specify below)
	Co-CEO and President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2026

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	09/08/2026		F		19,528(1)	D	$12.89	531,098(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/ Kathy E. Rhodes, as attorney-in-fact for Smriti L. Popenoe	09/10/2026
	** 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)