Dynex Capital Launches 99 Million Share Offering Through Continuous Distribution Program

Continuous Offering Program and Sales Agent Network Expansion

Dynex Capital executed Amendment No. 10 to its distribution agreement on July 28, 2026, expanding its continuous offering capabilities through ten leading financial services firms. The sales agents party to this agreement include BTIG, LLC; Citizens JMP Securities, LLC; Goldman Sachs & Co. LLC; JonesTrading Institutional Services LLC; J.P. Morgan Securities LLC; Keefe, Bruyette & Woods, Inc.; Morgan Stanley & Co. LLC; RBC Capital Markets, LLC; UBS Securities LLC; and Wells Fargo Securities, LLC. This multi-agent structure allows the company flexibility in executing share sales across market conditions while leveraging the distribution networks and trading capabilities of institutional investment banks.

The distribution agreement framework permits Dynex Capital to offer and sell up to 301,292,973 shares of common stock from time to time through these designated sales agents, operating either as agent or principal. The sales agents are not obligated to sell any specific number or dollar amount of shares; rather, each agent commits to use commercially reasonable efforts consistent with its normal trading and sales practices, applicable law, and regulations to sell shares designated by the company. This structure provides the issuer with optionality while ensuring sales occur through established market mechanisms rather than through concentrated single-agent arrangements.

Prior Offering Completion and Remaining Authorized Capacity

The company previously registered 67,354,187 shares under a prospectus supplement dated January 27, 2026, as supplemented on April 28, 2026. Under that prior authorization, Dynex Capital sold 48,027,749 shares of common stock pursuant to the distribution agreement before that offering was terminated as of the July 28, 2026 prospectus supplement filing date. This completed offering represented a substantial capital raise that likely addressed the company's strategic financing objectives during that period.

Cumulatively, Dynex Capital has issued 201,966,535 shares of common stock pursuant to the overall Distribution Agreement since inception. The new authorization adds 99,326,438 shares to the available pool, representing the remaining capacity under the current amendment. The last reported sale price of Dynex Capital common stock on the New York Stock Exchange on July 27, 2026, one trading day before the prospectus supplement filing, was $12.64 per share. This pricing snapshot provides investors with contemporaneous market valuation context at the time the expanded offering was authorized.

At-the-Market Offering Structure and Pricing Mechanisms

Sales of Dynex Capital common stock pursuant to this prospectus supplement will be conducted as "at the market offerings" as defined under Rule 415(a)(4) of the Securities Act of 1933. Under this framework, shares may be sold through ordinary brokers' transactions on the New York Stock Exchange or through other permissible channels at market prices prevailing at the time of sale, at prices related to prevailing market prices, or at negotiated prices agreed between the company and the sales agents. This structure contrasts with traditional underwritten offerings in which prices are fixed at the outset and provides the company with flexibility to capitalize on favorable market conditions.

Sales agents will receive compensation consisting of commissions up to 2.0% of the gross sales price of shares sold on the company's behalf pursuant to this prospectus supplement and the accompanying base prospectus. In their capacity as distributors, each sales agent may be deemed an "underwriter" within the meaning of the Securities Act of 1933, and the compensation paid to sales agents may be characterized as underwriting commissions or discounts. The net proceeds received by Dynex Capital will equal gross proceeds from sales minus commissions paid to sales agents and any other costs incurred in issuing the shares of common stock. The disclosure states that there is no arrangement for funds to be received in an escrow, trust, or similar arrangement, indicating that proceeds flow directly to the company upon sale.

Principal Transaction Capability and Separate Terms Agreements

Beyond the agency capacity in which sales agents distribute shares on behalf of Dynex Capital, the Distribution Agreement also permits the company to sell shares directly to any of the sales agents acting as principal. Under this alternative structure, the company and the relevant sales agent would negotiate a price per share at the time of sale and would execute a separate terms agreement documenting the transaction. This dual capacity—agent and principal—provides additional flexibility for executing block trades or other negotiated transactions outside the ordinary brokers' transactions framework when both parties deem such an arrangement advantageous.

The ability to sell to sales agents acting as principals allows Dynex Capital to execute more customized transactions tailored to the company's specific capital needs and market conditions at any given time. Such transactions would still be subject to regulatory oversight and disclosure requirements but offer greater negotiation potential than ordinary brokered sales. The separate terms agreement mechanism ensures that principal transactions are documented with specificity regarding price, volume, and other material terms relevant to each discrete transaction.

REIT Status Preservation and Ownership Transfer Restrictions

Dynex Capital operates as a real estate investment trust, or REIT, for federal income tax purposes. To preserve this tax-advantaged status, the company's articles of incorporation impose certain restrictions on the ownership and transfer of its common stock. These restrictions are material considerations for investors, as they limit the ability of investors to freely accumulate shares beyond specified thresholds and may impact the liquidity or transferability of shares in certain circumstances. The prospectus supplement directs investors to review the detailed description of these capital stock restrictions contained in the accompanying base prospectus under the caption "Description of Our Capital Stock—Restrictions on Ownership and Transfer."

REIT status requires compliance with multiple technical requirements under the Internal Revenue Code, including limitations on share ownership concentration to prevent a single shareholder or small group of shareholders from controlling the entity. The ownership and transfer restrictions described in Dynex Capital's governance documents serve as a compliance mechanism to enforce these statutory requirements. Prospective investors should carefully review these restrictions to understand how they may affect their ability to acquire, hold, or dispose of Dynex Capital shares, particularly for investors with strategies involving significant equity accumulation.

Investment Risk Disclosures and SEC Compliance Framework

The prospectus supplement incorporates comprehensive risk factor disclosures that begin on page S-4 and advises prospective investors to review these materials carefully before purchasing shares. The company also references material risks described in its most recent Annual Report on Form 10-K, any Quarterly Reports on Form 10-Q filed after that annual report, and other information filed with the Securities and Exchange Commission from time to time. This multi-layered disclosure approach ensures that investors have access to both offering-specific risks and broader operational and strategic risks facing the mortgage REIT sector and Dynex Capital specifically.

The Securities and Exchange Commission has neither approved nor disapproved of these securities, nor has the SEC passed upon the adequacy or accuracy of the prospectus supplement or accompanying base prospectus. The prospectus supplement includes the standard disclaimer that any representation to the contrary is a criminal offense. State securities commissions have similarly neither approved nor disapproved of the offering. Investors should understand that SEC review of prospectus filings constitutes a disclosure adequacy assessment rather than a substantive approval of the investment merits or safety of the securities being offered.

Company Business Model as Mortgage-Focused REIT

Dynex Capital specializes in mortgage-related investments as its core business model, positioning itself as a real estate investment trust focused on this sector. The company's investment strategies, net interest income dynamics, and earnings generation are intrinsically tied to mortgage market conditions, interest rate environments, and credit performance of underlying mortgage assets. As a REIT, Dynex Capital distributes substantially all of its taxable income to shareholders in the form of dividends while maintaining its tax-exempt status at the entity level, creating a yield-oriented investment profile attractive to income-focused investors.

The filing references the company's strategies related to investment performance, changes in net interest income, hedging transactions, and market conditions as subject matter of forward-looking statements in regulatory filings incorporated by reference into the prospectus supplement. These operational elements reflect the complexity of mortgage REIT management, where duration risk, prepayment risk, credit risk, and basis risk must be actively managed. Understanding Dynex Capital's specific mortgage investment strategies, portfolio composition, and hedging approaches requires review of the company's periodic reports to the SEC, which provide detailed financial and operational disclosures beyond the scope of this prospectus supplement.

Forward-Looking Statements and Cautionary Language

The prospectus supplement includes cautionary language regarding forward-looking statements as mandated by the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are identified as those predicting or describing future events or trends that do not relate solely to historical matters. The company characterizes statements addressing future results of operations, operating performance, investment strategies, changes in net interest income, investment performance, earnings or earnings per share, interest rate environment, capital raising strategies, economic conditions and outlook, expected impact of hedging transactions, and market share as forward-looking in nature.

Investors should recognize that forward-looking statements involve substantial risks and uncertainties and that actual results may differ materially from those predicted or implied. The company's actual net interest income, investment returns, earnings, capital raising success, and market share may be affected by factors not anticipated or described in forward-looking statements, including changes in interest rates, mortgage prepayment rates, credit conditions, regulatory environment, competitive dynamics, and broader economic conditions. The cautionary language in the prospectus supplement serves to alert investors that historical performance and management expectations do not guarantee future outcomes and that independent research and professional financial advice are prudent before making investment decisions.

Prospectus Supplement Filing Structure and Information Integration

The prospectus supplement filed on July 28, 2026, serves as the first part of a two-part prospectus document. The supplement describes the specific terms of the current offering and adds to and updates information contained in the accompanying base prospectus and documents incorporated by reference into both the supplement and base prospectus. The base prospectus, the second part of the complete prospectus, provides more general information about securities that the company may offer from time to time, including securities not applicable to this particular offering. The disclosure states that if descriptions of the offering vary between the prospectus supplement and the accompanying base prospectus, investors should rely on the information contained in the prospectus supplement as the most current and specific guidance.

Investors should rely only on information contained in or incorporated by reference into the prospectus supplement and base prospectus. Neither Dynex Capital nor the sales agents have authorized any other person to provide different or additional information regarding this offering. If anyone provides information inconsistent with the prospectus, investors should disregard such information. The company and sales agents make no offer to sell securities in jurisdictions where such offer or sale is prohibited. Investors should assume that information in the prospectus supplement, base prospectus, and referenced documents is accurate only as of the dates specified in those documents, and that business conditions, financial status, results of operations, and prospects may have changed since those dates.