UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 2627, 2026

___________

DYNEX CAPITAL, INC.

Virginia

001-09819

52-1549373

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

140 East Shore Drive, Suite 100

Glen Allen,

Virginia

23059-5755

(Address of principal executive offices)

(Zip Code)

(804)

217-5800

(Registrant’s telephone number, including area code)

(Exact name of registrant as specified in its charter)

Virginia

001-09819

52-1549373

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

140 East Shore Drive, Suite 100

Glen Allen, Virginia

23059-5755

(Address of principal executive offices)

(Zip Code)

(804)

217-5800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

New York Stock Exchange

6.900% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share

DXPRC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 21.~~02 Results~~01 ofEntry ~~Operations~~into ~~and~~a ~~Financial~~Material ~~Condition~~Definitive Agreement.

On January 2627, 2026, Dynex Capital, Inc. (the "“Company"”), ~~issued~~entered ainto ~~press~~amendment ~~release~~no. ~~announcing~~8 ~~its~~(“Amendment ~~financial~~No. ~~results~~8”) to the distribution agreement, dated June 29, 2018, as ofamended on May 31, 2019, August 3, 2021, June 3, 2022, February 10, 2023, October 29, 2024, May 1, 2025, and ~~for~~July 29, 2025 (the ~~quarter~~“Agreement” and, ~~year~~as ~~ended~~amended ~~December 31,~~by ~~2025~~Amendment No. ~~The~~8, ~~text~~the of“Amended Agreement”), by and among the ~~aforementioned~~Company, ~~press~~on ~~release~~the isone ~~included~~hand, asand ~~Exhibit~~BTIG, 99LLC, Citizens JMP Securities, LLC, JonesTrading Institutional Services LLC, J.1P. toMorgan ~~this~~Securities ~~Form~~LLC, ~~8-K~~Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC, UBS Securities LLC, and isWells ~~also~~Fargo ~~available~~Securities, LLC (collectively the “Sales Agents” and each individually a “Sales Agent”), on the other hand, pursuant to which shares of the Company'’s ~~website~~common ~~(www~~stock, par value $0.~~dynexcapital.com~~01 ~~under~~per share (“~~Investors/News~~Common &Stock”), ~~Market~~may ~~Information~~be offered and sold through the Sales Agents in transactions that are deemed to be “at the market offerings”). ~~The~~as ~~press~~defined ~~release~~in ~~included~~Rule 415(a)(4) under the ~~following~~Securities ~~financial~~Act ~~information:~~of 1933, as amended.

~~•Total~~Amendment ~~economic return of $1~~No.29 ~~per~~8 ~~common~~increases ~~share,~~the ornumber ~~10.2%~~of shares of ~~beginning~~Common ~~book~~Stock ~~value,~~available for sale under the ~~fourth~~Agreement ~~quarter~~by 60,000,000 shares of ~~2025~~Common Stock to 221,292,973 ~~and~~shares ~~$2.75~~of ~~per~~Common ~~common~~Stock, ~~share~~67,354,187 orshares ~~21.6%~~ of ~~beginning~~which ~~book~~remain ~~value,~~available for issuance (the ~~full year 2025~~“Shares”).

~~•Book~~The ~~value~~Shares ~~per~~will ~~common~~be ~~share~~issued ofpursuant ~~$13~~to the Company’s Registration Statement on Form S-3 (File No.45 as333-289004). ofThe ~~December 31~~Company filed a prospectus supplement, ~~2025~~dated ~~compared~~January 27, 2026 to ~~$12.67~~the asprospectus, ofdated ~~September~~July 3028, 2025, with the Securities and ~~$12.70~~Exchange asCommission in connection with the offer and sale of ~~December~~the ~~31,~~Shares ~~2024~~from time to time pursuant to the Amended Agreement.

~~•Comprehensive~~The ~~income~~Sales ofAgents ~~$1.22~~and ~~per~~their ~~common~~affiliates ~~share~~have provided, and ~~net~~may ~~income~~in ofthe ~~$1.17~~future ~~per~~provide, ~~common~~investment ~~share~~banking, ~~for~~brokerage, ~~the~~and ~~fourth~~other ~~quarter~~services ofto ~~2025;~~the ~~comprehensive~~Company ~~income~~in the ordinary course of ~~$2.85~~business, ~~per~~and ~~common~~the ~~share~~Company paid, and ~~net~~expects ~~income~~to ofpay, ~~$2.49~~customary ~~per~~fees ~~common~~and ~~share~~commissions for ~~the~~their ~~full~~services, ~~year 2025~~respectively.

~~•REIT~~The ~~taxable~~foregoing ~~income~~summary ~~for~~does ~~2025~~not ispurport ~~estimated~~to atbe ~~$229~~a ~~million~~complete description of the Amended Agreement and ~~includes~~is ~~amortization~~qualified ofin ~~deferred~~its ~~tax~~entirety ~~hedge~~by ~~gains~~reference to the full text of ~~approximately~~Amendment ~~$100~~No. ~~million~~8, which is attached as Exhibit 10.1 hereto and incorporated by reference herein.

~~•Dividends~~In ~~declared~~connection with the filing of $0Amendment No.51 ~~per~~8, ~~common~~the ~~share~~Company ~~for~~is ~~the~~filing ~~fourth~~as ~~quarter~~Exhibit 5.1 hereto an opinion of ~~2025~~its counsel, Morrison & Foerster LLP, with respect to the legality of the shares, and $2as Exhibit 8.001 ~~for~~hereto ~~the~~an ~~full~~opinion ~~year~~of ~~2025~~its counsel, Morrison & Foerster LLP, with respect to certain U.S. federal income tax matters.

•Raised equity capital of $393 million during the fourth quarter of 2025 through at-the-market ("ATM") common stock issuances, bringing total capital raised for 2025 to $1.2 billion, net of issuance costs

•Purchased $3 billion in Agency RMBS and $284 million in Agency CMBS during the fourth quarter, bringing total purchases for 2025 to $8.2 billion of Agency RMBS and $1.2 billion of Agency CMBS

•Average balance of interest-earning assets increased 58% during 2025

•Liquidity of $1.4 billion as of December 31, 2025

•Leverage including to-be-announced ("TBA") securities at cost was 7.3 times shareholders' equity as of December 31, 2025

•Common shares outstanding as of January 22, 2026 were 199,585,507

Pursuant to the rules and regulations of the Securities and Exchange Commission, the information set forth above is being filed under Item 2.02 of Form 8-K and shall be deemed incorporated by reference in any filing under the Securities Act, except as expressly set forth by specific reference in such filing. All other information set forth in Exhibit 99.1 is being furnished. In addition, the information contained on the Company’s website is not incorporated by reference into, and does not form a part of, this Current Report on Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 26, 2026, Dynex Capital, Inc. (the “Company”) announced that it has hired Meakin Bennett to serve as the Chief Operating Officer. In connection with Ms. Bennett’s appointment, effective as of January 26, 2026, Robert S. Colligan will no longer serve as Chief Operating Officer of the Company. Mr. Colligan will continue to serve as the Company’s Chief Financial Officer and will undertake additional management duties for the Company along with his prior duties as Chief Financial Officer. Smriti L. Popenoe, the Company’s Co-Chief Executive Officer and President, will continue to serve as the Company’s principal operating officer. In her role, Ms. Bennett will assist Ms. Popenoe in managing the Company’s operations.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description of Exhibit
99.1						Earnings Press release, dated January 26, 2026
5.1						Opinion of Morrison Foerster LLP with respect to the legality of common stock.
8.1						Opinion of Morrison Foerster LLP with respect to certain tax matters.
10.1						Amendment No. 8, dated January 27, 2026 to the Distribution Agreement, dated June 29, 2018, as amended on May 31, 2019, August 3, 2021, June 3, 2022, February 10, 2023, October 29, 2024, May 1, 2025, and July 29, 2025 by and among Dynex Capital, Inc., BTIG, LLC, Citizens JMP Securities, LLC, JonesTrading Institutional Services LLC, J.P. Morgan Securities LLC, Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC, UBS Securities LLC, and Wells Fargo Securities, LLC.
23.1						Consent of Morrison Foerster LLP (included in Exhibit 5.1 and Exhibit 8.1).
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		DYNEX CAPITAL, INC.
Date:	January 2627, 2026	By:	/s/ ~~Robert~~Michael SA. ~~Colligan~~Angelo
			Robert S. Colligan
			Michael A. Angelo
			Chief Financial Officer
			Chief Legal Officer and Corporate Secretary
			(Principal Financial Officer)

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