DYNEX CAPITAL INC SEC Filings

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.

Dynex Capital, Inc. appointed Michael Sartori as Chief Financial Officer and principal financial officer, effective immediately. Sartori has been with the company since 2013 and most recently led Capital Markets and Financial Planning and Analysis, advising on capital strategy, growth, and financial performance.

In connection with his promotion, Sartori received equity awards consisting of restricted stock units valued at $350,000, vesting on the third anniversary of grant, and performance stock units valued at $1,200,000, vesting after a three-year performance period, both subject to continued employment and performance conditions. He replaces Robert S. Colligan, who stepped down as CFO by mutual agreement but will remain employed as Special Advisor to the Co‑CEOs through May 1, 2026 to support the transition. The company states that Colligan’s departure is not due to any disagreement regarding financial reporting, accounting, operations, policies, or practices.

Dynex Capital, Inc. is an internally managed mortgage REIT focused on generating dividends from a leveraged portfolio of residential and commercial mortgage-backed securities, primarily Agency RMBS and CMBS backed by U.S. housing and multifamily loans. Its common stock trades on the NYSE under “DX” and preferred under “DXPRC”.

The company uses repurchase agreements and interest rate derivatives to finance and hedge its largely fixed-rate portfolio, emphasizing risk management, capital preservation, and REIT compliance. For 2025, estimated REIT taxable income was $229 million, and common dividends declared were $2.00 per share, with $1.98 treated as taxable dividends.

Dynex highlights extensive risks, including changes in interest rates and spreads, prepayment and extension risk, repo market and counterparty risk, regulatory and tax changes, and the need to maintain REIT and 1940 Act exemptions. As of June 30, 2025, non‑affiliate common equity market value was about $1.5 billion, and 201,983,261 common shares were outstanding as of February 20, 2026.

Dynex Capital, Inc. entered into Amendment No. 8 to its equity distribution agreement with a syndicate of sales agents, allowing additional "at the market" offerings of common stock. The amendment increases the number of shares of common stock that may be sold under the agreement by 60,000,000, bringing the total available under the program to 221,292,973 shares.

The company states that 67,354,187 shares of common stock remain available for issuance under this amended arrangement. These shares will be issued from time to time pursuant to Dynex Capital’s effective Registration Statement on Form S-3 and a related prospectus and prospectus supplement filed on January 27, 2026.

The sales agents, including firms such as J.P. Morgan Securities, RBC Capital Markets, UBS Securities, and Wells Fargo Securities, have provided and may continue to provide investment banking and brokerage services to Dynex Capital for customary fees, and legal and tax opinions related to the shares and certain U.S. federal income tax matters were filed as exhibits.

Dynex Capital, Inc. is registering up to 67,354,187 shares of common stock for sale under an amended at‑the‑market offering program with multiple sales agents. Under the updated distribution agreement, the company may sell these shares from time to time through firms such as J.P. Morgan, RBC Capital Markets, UBS, and Wells Fargo Securities, generally in ordinary broker transactions on the NYSE at prevailing, related, or negotiated prices. Dynex will pay the sales agents a commission of up to 2.0% of the gross sales price, and net proceeds will go to Dynex, not the agents, after commissions and offering expenses.

The company expects to use the cash raised to acquire additional investments consistent with its mortgage REIT strategy and for general corporate purposes, which may include repaying maturing obligations, capital expenditures, and working capital. The filing notes that common stock outstanding would be 242,169,099 shares after a full draw of this program and highlights REIT‑related ownership limits and other risk factors, including potential share price volatility and dilution from future equity or debt offerings.

Dynex Capital, Inc. reported strong performance for the quarter and year ended December 31, 2025 and announced a senior leadership change. The company generated total economic return of $1.29 per common share, or 10.2% of beginning book value, in the fourth quarter and $2.75 per share, or 21.6% of beginning book value, for 2025. Book value per common share rose to $13.45 as of December 31, 2025, up from $12.67 as of September 30, 2025 and $12.70 a year earlier.

Fourth-quarter comprehensive income was $1.22 per common share and net income was $1.17 per share, while full-year comprehensive income reached $2.85 per share and net income was $2.49 per share. REIT taxable income for 2025 is estimated at $229 million, including approximately $100 million of amortization of deferred tax hedge gains. The company declared dividends of $0.51 per share for the fourth quarter and $2.00 for 2025, raised $393 million of equity in the fourth quarter (part of $1.2 billion raised in 2025), and reported $1.4 billion of liquidity and leverage of 7.3 times shareholders’ equity as of December 31, 2025.

Dynex also reported purchasing $3 billion of Agency RMBS and $284 million of Agency CMBS in the fourth quarter, with total 2025 purchases of $8.2 billion and $1.2 billion, respectively, and a 58% increase in the average balance of interest-earning assets during 2025. The company announced that Meakin Bennett has been hired as Chief Operating Officer as of January 26, 2026, while Robert S. Colligan will continue as Chief Financial Officer with expanded management duties.

Dynex Capital, Inc. reported that Board member Joy Palmer has informed the company she will not stand for re-election at the 2026 Annual Meeting of Shareholders. She plans to continue serving on the Board until that meeting, providing continuity through the upcoming governance cycle.

The company stated that Ms. Palmer’s decision is not due to any disagreement with Dynex Capital regarding its operations, policies, or practices, indicating this is a voluntary transition rather than a response to internal conflict.

Dynex Capital, Inc. (DX) reported an administrative update to its universal shelf registration materials. The company incorporated by reference an updated “Taxation of Our Company” section (Exhibit 99.1), which supersedes the first two paragraphs under that heading in both the base prospectus and the related prospectus supplement. It also replaced the “Legal Matters” sections: Exhibit 99.2 supersedes those in the base prospectus, and Exhibit 99.3 supersedes the version in the prospectus supplement.

The filing further states that Exhibits 5.1 and 8.1—opinions from Morrison Foerster LLP—supersede and replace the corresponding opinions previously filed with the shelf registration, and includes Exhibit 23.1 (consent of counsel). This 8-K centers on disclosure and opinion updates tied to the shelf, not on new terms of securities issuance.

Dynex Capital (DX) reported a stronger quarter. For the three months ended September 30, 2025, net income was $150,388,000 versus $30,997,000 a year ago, driven by net interest income of $30,611,000 and an unrealized gain on investments of $142,469,000, partially offset by a $(10,694,000) loss on derivatives. Diluted EPS was $1.08 vs $0.38.

Total assets reached $14,158,694,000 as of September 30, 2025, up from $8,184,579,000 at December 31, 2024, reflecting a larger mortgage‑backed securities portfolio of $13,230,145,000. Repurchase agreement borrowings rose to $11,753,522,000 with a 4.44% weighted average rate. Shareholders’ equity increased to $1,957,548,000.

Dynex issued 61,025,405 common shares via its ATM program during the nine months ended September 30, 2025 for net proceeds of about $775,946,000. The company declared common dividends totaling $0.51 for the quarter. Common shares outstanding were 146,821,745 as of October 24, 2025.