Dynex Capital Inc. Announces 9.375% Series D Preferred Stock Offering

What Happened

• Dynex Capital, Inc. (DX) announced an underwritten public offering to issue 4,800,000 shares of 9.375% Series D Fixed-Rate Cumulative Redeemable Preferred Stock (the “Series D Preferred Stock”), with a 30-day underwriter option to purchase up to an additional 720,000 shares. The underwriting agreement was entered on September 22, 2026.
• The company filed Articles of Amendment with the Virginia State Corporation Commission that became effective September 29, 2026, designating 5,520,000 authorized preferred shares as Series D. Dividends are payable quarterly at a fixed rate of 9.375% of the $25.00 liquidation preference (equal to $2.34375 per share per year), with the first regular dividend payable January 15, 2027 (long first dividend period from the September 29, 2026 original issue date).
• The Series D shares rank senior to common stock, on parity with the existing 6.900% Series C preferred (4,460,000 Series C shares outstanding), junior to any preferred expressly senior to Series D, and junior to all debt. The Series D is not redeemable prior to October 15, 2031 except upon a Change of Control or for certain tax-preserving reasons; redeemable thereafter at $25.00 plus accrued dividends. Conversion rights on a Change of Control and limited voting rights (triggered if dividends are in arrears six+ quarterly periods) are included. Legal and tax opinions from Morrison & Foerster LLP were filed with the 8-K.

Key Details

• Underwritten Shares: 4,800,000; Underwriter option: 720,000 shares.
• Dividend: 9.375% per annum on $25.00 preference = $2.34375/year; dividends payable quarterly starting Jan 15, 2027; original issue date Sept 29, 2026.
• Redemption: Not redeemable before Oct 15, 2031 (except Change of Control / tax preservation); thereafter redeemable at $25.00 + accrued dividends.
• Ranking: Senior to common, pari passu with Series C (4,460,000 outstanding), junior to debt; conversion on Change of Control; limited voting rights if dividends in arrears.

Why It Matters

• This offering adds a new series of preferred stock to Dynex’s capital structure, providing the company with a source of capital while creating a class of securities that ranks ahead of common stock for dividends and liquidation.
• For common shareholders, Series D is senior to common equity and could affect the company’s distribution priorities; holders of Series D may obtain voting rights only if dividends fall significantly behind.
• The terms (fixed 9.375% dividend, long first dividend period, limited early redemption) and the filed legal/tax opinions are material for investors monitoring Dynex’s funding strategy, dividend obligations, and potential effects on capital structure and tax qualifications (REIT/REMIC protections).