DYNEX CAPITAL INC 8-K

What Happened

• Dynex Capital, Inc. filed an 8-K (Feb 27, 2026) announcing the Board approved the appointment of Michael Sartori as Chief Financial Officer (principal financial officer), effective February 26, 2026. Mr. Sartori, age 45, has served as Head of Capital Markets and Financial Planning & Analysis since October 2019 and previously was Assistant Controller (Aug 2013–Oct 2019).
• In connection with the appointment, Robert S. Colligan ceased serving as CFO on February 26, 2026 and will remain employed through May 1, 2026 as a Special Advisor to the Co-CEOs to assist the transition. His separation may trigger severance and other benefits under his July 19, 2024 Employment Agreement.

Key Details

• Mr. Sartori received equity awards: RSUs valued at $350,000 (vest on 3rd anniversary, subject to continued employment) and PSUs valued at $1,200,000 (vest after a 3-year performance period, subject to performance goals and continued employment).
• RSU/PSU agreements include customary post-employment confidentiality, non-competition, and non-solicitation covenants.
• The company issued a press release on Feb 27, 2026 announcing the change (Exhibit 99.1 to the 8-K).
• The filing states Mr. Colligan’s departure is not due to any disagreement over financial disclosures, accounting, operations, policies, or practices.

Why It Matters

• Leadership change at the CFO level can affect investor confidence and may influence finance, reporting and capital strategy execution. Mr. Sartori is an internal hire with multi-year experience at Dynex in capital strategy and financial planning, which suggests continuity in execution.
• The equity awards align Mr. Sartori’s compensation with multi-year performance and retention, which can be relevant for assessing potential dilution and management incentives. Mr. Colligan’s continued role through May 1 provides an orderly transition period.