Popenoe Smriti Laxman 4

What Happened

• Smriti Laxman Popenoe, Co-CEO, President and Director of Dynex Capital (DX), received an award of 66,287 shares on Feb 28, 2026 (reported as an acquisition/award). To satisfy tax withholding on vesting, 61,005 shares were withheld/disposed at $14.03 per share (32,514 shares = $456,171 and 28,491 shares = $399,729), totaling $855,900. The award reflects vesting of performance stock units and includes restricted stock units.

Key Details

• Transaction date: February 28, 2026; Form 4 filed March 3, 2026 (timely filing).
• Award: 66,287 shares reported as Code A (award/grant) at $0.00 acquisition price.
• Withholdings/disposals: Two Code F entries (tax withholding) — 32,514 shares and 28,491 shares, both at $14.03/share, totaling $855,900 withheld.
• Shares owned after transaction: Not specified in the filing.
• Footnotes: F1 = award from 2023 performance stock units (3-year performance period ending 12/31/2025); F2 = includes unvested restricted stock units; F3/F4 = shares withheld to satisfy tax withholding obligations.
• Nature of transaction: Vesting award with shares withheld for taxes (routine administrative action, not an open-market sale).

Context

• This was not an open-market sale of shares for investment reasons but a standard withholding of vested PSU/RSU shares to meet tax obligations (a common "cashless" tax-withholding practice). Such filings generally reflect compensation vesting rather than a directional insider bet on the stock.