Key Highlights

● Dynex Capital agreed to sell 4.8 million shares of new 9.375% Series D Cumulative Redeemable Preferred Stock.

● The offering has a $25.00 per-share Liquidation preference and expects roughly $116.22 million in net proceeds.

● Eight firms including Morgan Stanley and Goldman Sachs served as joint book-running managers on the deal.

● Proceeds are earmarked for acquiring Agency and other Investment securities and for general corporate purposes.

Dynex Capital, Inc. (NYSE:DX), a Virginia-incorporated Mortgage REIT, agreed on September 22, 2026 to sell 4.8 million shares of a new 9.375% Series D Fixed-Rate Cumulative Redeemable Preferred Stock at a $25.00 liquidation preference per share, with underwriters holding an option for up to 720,000 additional shares, according to an 8-K filed the same week. The company expects roughly $116.22 million in net proceeds and a closing on or about September 29, 2026.

The Offering's Terms

The Series D Preferred Shares carry a 9.375% annual Dividend rate and a $25.00 per-share liquidation preference, and the underwriters' 30-day over-allotment option covers up to an additional 720,000 shares beyond the base 4.8 million. The shares are expected to trade on the NYSE under the symbol DXPRD. The offering was conducted under Dynex's existing shelf registration statement on Form S-3 (File No. 333-289004), meaning the company did not need separate SEC review before pricing the deal.

Underwriting Syndicate

Eight firms served as joint book-running managers on the deal: Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, UBS Securities LLC, Wells Fargo Securities, Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., and Keefe, Bruyette & Woods, Inc. That broad syndicate size is typical for a sizable preferred-stock deal from an established mortgage REIT.

Use Of Proceeds And Company Description

Dynex said in the filing materials that it plans to use net proceeds "for the Acquisition of Agency and other investment securities and for general corporate purposes." The company describes itself as "a leading internally managed REIT with a long track record of delivering attractive dividends through the disciplined risk management of investments in high-quality mortgage Assets backed by U.S. residential and commercial real estate." As a mortgage REIT, Dynex primarily invests in mortgage-backed securities rather than originating loans directly or owning physical real estate, and it is required to distribute most of its Taxable Income to shareholders to maintain REIT tax status.

Why Issue Preferred Stock Rather Than Debt

Preferred stock offerings like this one give a mortgage REIT permanent, non-maturing capital with a fixed dividend obligation rather than a bond's fixed Maturity date and principal repayment obligation. For a REIT like Dynex that invests in leveraged mortgage securities, preferred Equity can supplement the common equity base without diluting common shareholders' ownership stakes the way an additional common stock offering would. The filing does not specify how much of the roughly $116 million in net proceeds will go toward new securities purchases versus general corporate purposes.

A New Series On Top Of An Existing Capital Stack

Adding a Series D designation implies Dynex already has other series of preferred stock outstanding, since companies name new preferred issuances sequentially by letter. The 8-K reviewed here focuses solely on the new Series D terms and does not restate the size, dividend rate or Redemption terms of any earlier Dynex preferred series, so investors comparing the new 9.375% rate against the company's existing cost of preferred capital would need to consult Dynex's other outstanding filings and its Balance Sheet disclosures.

Milestones For The Series D Closing

Closing is expected on or about September 29, 2026, subject to customary conditions. The underwriters' 720,000-share over-allotment option, if exercised, would increase both the share count and net proceeds beyond the roughly $116.22 million base estimate. The new DXPRD preferred shares would add to Dynex's existing capital structure; the filing does not detail how this issuance compares to any prior preferred series outstanding. Investors should watch Dynex's next Quarterly Report for detail on how proceeds were actually deployed.