Document

424B5 1 a424b5finalatmprospectus.htm 424B5 Document

根據第 424(b)(5) 條條文提交申請

註冊申報文件號碼333-281180

說明書補充內容

(根據2024年10月25日的招股書)

三千五百四十八萬股

Dynex Capital, Inc.

普通股

我們已簽署第5號修訂協議，該協議日期為2018年6月29日，2019年5月31日獲得修訂，2021年8月3日，2022年6月3日，2023年2月10日和2024年10月29日（統稱為“配銷協議”），與BTIG，LLC，Citizens JMP Securities，LLC，Janney Montgomery Scott LLC，Keefe，Bruyette＆Woods，Inc.，JonesTrading Institutional Services LLC，J.P. Morgan Securities LLC，RBC Capital Markets，LLC，UBS Securities LLC 和Wells Fargo Securities，LLC（統稱為“銷售代理”，每個代理個別為“銷售代理”），關於我們每股面值0.01美元普通股的相關股份，根據本增補說明書提供的不斷增發計畫及配套基本說明書（統稱為“說明書”）。根據配銷協議的條款，我們可以不時透過行使我們的銷售代理作為我們的銷售代理或直接向代理作為主要身份發行多達69,353,243股我們的普通股。我們的普通股在紐交所（“NYSE”）以“DX”符號掛牌交易。我們普通股於2024年10月28日在紐交所的最後報價為每股12.41美元。截至本增補說明書日期，我們已通過配銷協議發行了33,885,243股普通股，我們可供發行的普通股授權股份為35,468,000股。

我們的普通股銷售，如果有的話，將根據1933年證券法修正案（即“《證券法》”）下第415(a)(4)條規定的“市場銷售”進行，通過NYSE上的普通經紀交易或以當時市場價格為基礎的定價，以市場價格相關的價格或議價價格出售。銷售代理不需要賣出任何特定數量或金額的我們的普通股，但每個銷售代理將在商業上合理的努力範圍內，與其正常的交易和銷售慣例以及適用的法律法規一致，根據我們指定的股份在配售協議中出售股份。

我們將按照本招股說明書出售的我們普通股淨銷售價的最高2.0%向每位銷售代理支付佣金。與我們代表進行普通股出售有關，每位銷售代理都可能被視為《證券法》所稱的“承銷商”，每位銷售代理的報酬可能被視為承銷佣金或折扣。我們收到的淨收益將是從這些銷售中收到的毛收益減去佣金和我們可能因發行我們的普通股而產生的任何其他成本。沒有安排將款項存入託管、信託或類似安排。請參閱"配售計劃”以獲得更多資訊。

根據分銷協議的條款，我們也可以將我們的普通股賣給銷售代理商中的任一家，並作為主要股東以協議時的每股價格出售。如果我們將股份賣給銷售代理商作為主要股東，我們將與該銷售代理商簽訂另外的協議條款。

為了保留我們作為股權房地產投資信托(reits)的身份，以符合聯邦所得稅的目的，以及其他目的，我們的公司章程對我們普通股的所有權設定了某些限制。請參閱附帶的基本說明書中的“我們資本股份的描述—所有權和轉讓方面的限制”。

投資我們的普通股涉及一定風險。在購買任何股份之前，您應該閱讀本說明書補充中有關投資我們的普通股的重大風險討論，以及我們最近的年度報告表格10-K中描述的風險，以及在該年度報告表格10-K之後提交的任何季度報告表格10-Q和我們不時向證券交易委員會（SEC）提交的其他信息。風險因素本招股補充說明書第頁面開始和同類標題下所收入的其他文件，將討論您在決定投資我們的普通股之前應仔細考慮的因素。 S-4 在本說明書補充的“”章節下，以及在我們最近的年度報告表格10-K中描述的風險，以及在該年度報告表格10-K之後提交的任何季度報告表格10-Q和我們不時向證券交易委員會（SEC）提交的其他信息。

美國證券交易委員會或任何州證券委員會均未核准或否決這些證券，也未對本說明書補充資料或隨附的基本說明書的適當性或準確性作出評估。任何相反陳述均屬犯罪行為。

摩根大通

Citizens JMP

JonesTrading

BTIG

Janney Montgomery Scott

Keefe, Bruyette & Woods

一家Stifel公司

RBC資本市場

瑞銀投資銀行

威爾斯法律證券

本說明書補充的日期為2024年10月29日。

招股說明書補充文件


有關本招股說明書補充資料			S-ii
有關前瞻性聲明的警語			S-iii
招股說明書補充資料概要			S-1
發行			S-3
風險因素			S-4
募集資金的用途			S-7
配售計劃			S-8
法律問題			S-10
專家			S-10
更多資訊可於以下地方找到			S-11
通過引用合併文件的信息			S-12

招股書


關於本招股說明書			1
更多資訊可於以下地方找到			1
通過引用合併文件的信息			2
有關前瞻性聲明的警語			2
關於我們的公司			7
風險因素			9
募集資金的用途			9
我們公司股票的說明			10
我們普通股的描述			12
我們優先股的描述			13
我們債券的描述			16
我們的認股權證描述			19
我們單位的描述			21
維吉尼亞法律以及我們公司章程和組織規程的重要條款			22
材料美國聯邦所得稅考慮事項			26
配售計劃			45
專家			47
法律問題			47

法律事項S-10

有關本招股說明書補充資料

此文件分為兩部分。第一部分是招股說明書補充說明，其中描述了本次發行的具體條款，並補充和更新了隨附的基本招股說明書中包含的信息，以及被引用到本招股說明書補充說明和隨附的基本招股說明書中的文件中的信息。第二部分是基本招股說明書，提供有關我們可能不時提供的證券的更一般信息，其中一些信息並不適用於本次發行。通常情況下，當我們僅提到招股說明書時，我們是指這兩部分合併在一起，而當我們提到附屬的基本招股說明書時，我們是指基本招股說明書。

若本招股說明書補充內容與隨附的基本招股說明書有所不同，您應依據本招股說明書補充內容中的資訊。

您應僅依賴本增補說明書及隨附的基本說明書中所含或參考的資訊。我們及銷售代理未授權任何其他人向您提供不同的資訊。如果有人向您提供不同或不一致的資訊，您不應依賴它。我們和銷售代理並未在任何不允許提供或販售的司法管轄區提出出售這些證券的要約。您應該假設出現在本增補說明書、隨附的基本說明書及其中引用的文件中的資訊，僅在其各自日期或指定在這些文件中的日期或日期為準確。自這些日期以來，我們的業務、財務狀況、營運結果和前景可能已經發生變化。

S-ii

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

Certain written statements in this prospectus, and in our other filings with the SEC that are incorporated herein by reference, that are not historical facts constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. All statements contained or incorporated by reference in this prospectus addressing our future results of operations and operating performance, events, or developments that we expect or anticipate will occur in the future, including, but not limited to, statements relating to investment strategies, changes in net interest income, investment performance, earnings or earnings per share, the interest rate environment, capital raising strategies and activities, economic conditions and outlook, expected impact of hedging transactions, and market share, as well as statements expressing optimism or pessimism about future operating results, are forward-looking statements.

You can generally identify forward-looking statements as statements containing the words “will,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “assume,” “plan,” “continue,” “should,” “may” or other similar expressions. Forward-looking statements are based on our current beliefs, assumptions and expectations of our future performance as of the date the statements are made, taking into account all information currently available to us. These beliefs, assumptions and expectations are subject to risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, prospects, liquidity and results of operations may vary materially from those expressed or implied in our forward-looking statements. We caution readers not to place undue reliance on our forward-looking statements, which are not historical facts and may be based on assumptions and expectations that do not materialize.

Forward-looking statements in this prospectus and in our other filings with the SEC may include, but are not limited to the statements regarding:

• Our business and investment strategy including our ability to generate acceptable risk-adjusted returns and our target investment allocations, and our views on the future performance of mortgage-backed securities (“MBS”) and other investments;

• Our views on the macroeconomic environment, monetary and fiscal policy, and conditions in the investment, credit, interest rate and derivatives markets;

• Our views on inflation, market interest rates and market spreads;

• Our views on the effect of actual or proposed actions of the Federal Reserve, or other central banks with respect to monetary policy (including the targeted Fed Funds rate), and the potential impact of these actions on interest rates, borrowing costs, inflation or unemployment;

• The effect of regulatory initiatives of the Federal Reserve, the Federal Housing Finance Agency, other financial regulators, and other central banks;

• Our financing strategy including our target leverage ratios, our use of to-be-announced (“TBA”) dollar roll transactions, and anticipated trends in financing costs including TBA dollar roll transaction costs, and our hedging strategy including changes to the derivative instruments to which we are a party, and changes to government regulation of hedging instruments and our use of these instruments;

• Our investment portfolio composition and target investments;

• Our investment portfolio performance, including the fair value, yields and forecasted prepayment speeds of our investments;

• Our liquidity and ability to access financing, and the anticipated availability and cost of financing;

• Our capital stock activity including the impact of stock issuances and repurchases;

S-iii

• The amount, timing, and funding of future dividends;

• Our use of our tax net operating loss (“NOL”) carryforward and other tax loss carryforwards;

• Future competition for, and availability of, investments, financing and capital;

• Estimates of future interest expenses, including related to our repurchase agreements and derivative instruments;

• The status and effect of legislative reforms and regulatory rule-making or review processes and the status of reform efforts and other business developments in the repurchase agreement financing market;

• Market, industry and economic trends, and how these trends and related economic data may impact the behavior of market participants and financial regulators;

• The impact of recent bank failures, potential new regulations and the potential for other bank failures;

• The impact of debt ceiling negotiations on interest rates, spreads, the U.S. Treasury market as well as the impact more broadly on fixed income and equity markets;

• Uncertainties regarding the war between Russia and Ukraine or Israel and Hamas and the related impacts on macroeconomic conditions, including, among other things, interest rates;

• The financial position and credit worthiness of the depository institutions in which our MBS and cash deposits are held;

• The impact of applicable tax and accounting requirements on us including our tax treatment of derivative instruments such as TBAs, interest rate swaps, options and futures;

• Our future compliance with covenants in our master repurchase agreements, ISDA agreements and debt covenants in our other contractual agreements;

• Our reliance on a single service provider for our trading, portfolio management, risk reporting and accounting services systems;

• The implementation in a timely and cost-effective manner of our operating platform, which includes trading, portfolio management, risk reporting, and accounting services systems, and the anticipated benefits thereof; and

• Possible future effects of the COVID-19 pandemic or any global health crisis.

Forward-looking statements are inherently subject to risks, uncertainties and other factors that could cause our actual results to differ materially from historical results or from any results expressed or implied by such forward-looking statements. Not all of these risks and other factors are known to us. New risks and uncertainties arise over time, and it is not possible to predict those events or how they may affect us. The projections, assumptions, expectations or beliefs upon which the forward-looking statements are based can also change as a result of these risks or other factors. If such a risk or other factor materializes in future periods, our business, financial condition, liquidity and results of operations may vary materially from those expressed or implied in our forward-looking statements.

While it is not possible to identify all factors that may cause actual results to differ from historical results or from any results expressed or implied by forward-looking statements, or that may cause our projections, assumptions, expectations or beliefs to change, some of those factors include the following:

S-iv

• The risks and uncertainties referenced in this prospectus, or in our other filings with the SEC that are incorporated herein by reference, particularly those set forth under the heading “Risk Factors” herein and in our most recent Annual Report on Form 10-K under Item 1A, “Risk Factors”;

• Our ability to find suitable reinvestment opportunities;

• Changes in domestic economic conditions;

• Geopolitical events, such as terrorism, war or other military conflict, including increased uncertainty regarding the war between Russia and the Ukraine and the related impact on macroeconomic conditions as a result of such conflict;

• Changes in interest rates and credit spreads, including the repricing of interest-earning assets and interest-bearing liabilities;

• Our investment portfolio performance particularly as it relates to cash flow, prepayment rates and credit performance;

• The impact on markets and asset prices from changes in the Federal Reserve’s policies regarding the purchases of Agency residential MBS (“RMBS”), Agency commercial (“CMBS”), and U.S. Treasuries;

• Actual or anticipated changes in Federal Reserve monetary policy or the monetary policy of other central banks;

• Adverse reactions in U.S. financial markets related to actions of foreign central banks or the economic performance of foreign economies including in particular China, Japan, the European Union, and the United Kingdom;

• Uncertainty concerning the long-term fiscal health and stability of the United States;

• The cost and availability of financing, including the future availability of financing due to changes to regulation of, and capital requirements imposed upon, financial institutions;

• The cost and availability of new equity capital;

• Changes in our leverage and use of leverage;

• Changes to our investment strategy, operating policies, dividend policy or asset allocations;

• The quality of performance of third-party service providers, including our sole third-party service provider for our critical operations and trade functions;

• The loss or unavailability of our third-party service provider’s service and technology that supports critical functions of our business related to our trading and borrowing activities due to outages, interruptions, or other failures;

• The level of defaults by borrowers on loans underlying MBS;

• Changes in our industry;

• Increased competition;

• Changes in government regulations affecting our business;

S-v

• Changes or volatility in the repurchase agreement financing markets and other credit markets;

• Changes to the market for derivative instruments, including changes to margin requirements on derivative instruments;

• Uncertainty regarding continued government support of the U.S. financial system and U.S. housing and real estate markets; or to reform the U.S. housing finance system including the resolution of the conservatorship of Fannie Mae and Freddie Mac;

• The composition of the Board of Governors of the Federal Reserve;

• The political environment in the U.S.;

• Systems failures or cybersecurity incidents; and

• Exposure to current and future claims and litigation.

We are including this cautionary statement in this prospectus supplement to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by us or on our behalf. Any forward-looking statements should be considered in context with the various disclosures made by us about our business in our public filings with the SEC, including without limitation the risk factors described above and those described in “Risk Factors” beginning on page S-4.

S-vi


PROSPECTUS SUPPLEMENT SUMMARY The following information is qualified in its entirety by the more detailed information and financial statements and notes thereto appearing elsewhere in this prospectus or incorporated by reference into this prospectus. We encourage you to read this prospectus, including the information which is incorporated by reference into this prospectus, in its entirety. You should carefully consider the risks identified in our Annual Report on Form 10-K for the year ended December 31, 2023 which is incorporated by reference into this prospectus, and in this prospectus supplement before making an investment decision to purchase shares of our common stock. All references to “we,” “our,” “us” or the “Company” in this prospectus mean Dynex Capital, Inc. The Company We are an internally managed mortgage real estate investment trust, which invests in residential and commercial MBS. We finance our investments principally with repurchase agreements. Our objective is to provide attractive risk-adjusted returns to our shareholders over the long term that are reflective of a leveraged, high quality fixed income portfolio with a focus on capital preservation. We seek to provide returns to our shareholders primarily through regular quarterly dividends and capital appreciation of our investments. We were formed in 1987 and commenced operations in 1988. We invest in Agency MBS consisting of RMBS, CMBS, and CMBS interest-only (“IO”) securities, and non-Agency MBS consisting mainly of CMBS IO securities. Agency MBS have an implicit guaranty of principal payment by an agent of the U.S. government or the U.S. government-sponsored entity (“GSE”) such as Fannie Mae and Freddie Mac, which are in conservatorship and are currently supported by a senior preferred stock purchase agreement from the U.S. Treasury. Non-Agency MBS are issued by non-governmental enterprises and do not have a guaranty of principal payment. CMBS IO securities in which we invest may be issued by a GSE or a non-governmental enterprise. We also invest in other types of mortgage-related securities, such as TBA securities as a means of investing in non-specified fixed rate Agency RMBS. From time to time, we may sell TBA securities as a means of economically hedging our book value exposed to Agency RMBS. We may also invest in debt securities, or U.S. Treasuries, issued by the United States Department of the Treasury. We regularly review our existing operations to determine whether our investment strategy or business model should change, including through capital reallocation, changing our targeted investments as well as hedging instruments, and shifting our risk position. We employ leverage to enhance the returns on our invested capital by pledging our investments as collateral for borrowings primarily through the use of repurchase agreements with major financial institutions and broker-dealers. These repurchase agreements generally have original terms to maturity of overnight to six months, though in some instances we may enter into longer-dated maturities depending on market conditions. We pay interest on our repurchase agreement borrowings at a rate determined by a spread to certain short-term interest rate such as SOFR and fixed for the term of the borrowing. Borrowings under these repurchase agreements are renewable at the discretion of our lenders and do not contain guaranteed roll-over terms. We use derivative instruments to economically hedge our exposure to adverse changes in interest rates resulting from our ownership of primarily fixed-rate investments financed with short-term repurchase agreements. Changes in interest rates can impact net interest income, the market value of our investments, and therefore, our book value per common share. In a period of rising interest rates, our earnings and cash flow may be negatively impacted by borrowing costs increasing faster than interest income from our assets, and our book value may decline as a result of declining market values of our MBS. Our hedging strategy is dynamic and is based on our assessment of U.S. and global economic conditions and monetary policies. We frequently adjust our hedging portfolio based on our expectation of future interest rates, including the absolute level of rates and the slope of the yield curve versus market expectations. In conducting our hedging activities, we intend to comply with REIT and tax limitations on our hedging instruments, which could limit our activities and the instruments that we may use. We also intend to enter into derivative contracts only through a futures commission merchant or with counterparties that we believe have a strong credit rating to mitigate the risk of counterparty default or insolvency. Our common stock is traded on the NYSE under the symbol “DX.” We also have one series of preferred stock outstanding, our 6.900% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock which is traded on the NYSE under the symbol “DXPRC.”

S-1


We maintain a website at www.dynexcapital.com. Information contained on our website is not, and should not be interpreted to be, part of this prospectus. Our address and telephone number are 4991 Lake Brook Drive, Suite 100, Glen Allen, Virginia 23060 and (804) 217-5800.

S-2


THE OFFERING
The offering issuer			Dynex Capital, Inc.
Common stock offered by us			35,468,000 shares
Common stock to be outstanding after this offering			114,771,524 shares (1)
Plan of Distribution			“At the market offering” that may be made from time to time through BTIG, LLC, Citizens JMP Securities, LLC, Janney Montgomery Scott LLC, Keefe, Bruyette & Woods, Inc., JonesTrading Institutional Services LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC as sales agents using commercially reasonable efforts consistent with each such entity’s normal trading and sales practices and applicable law and regulation. Under the terms of the Distribution Agreement, we may also sell shares of our common stock to any of the Sales Agents, acting as principal, at a price per share to be agreed upon at the time of sale. If we sell shares to a Sales Agent as principal, we will enter into a separate terms agreement with that Sales Agent. See “Plan of Distribution.”
Use of Proceeds			We intend to use the net proceeds from this offering to acquire additional investments, consistent with our investment policy, and for general corporate purposes, that may include, among other things, repayment of maturing obligations, capital expenditures and working capital.
Risk Factors			Investing in our common stock involves various risks. Risks associated with an investment in our common stock are described under the caption “Risk Factors” beginning on page S-4 of this prospectus supplement, as well as those described in our most recent Annual Report on Form 10-K, any Quarterly Reports on Form 10-Q filed after such Annual Report on Form 10-K and in other information that we file from time to time with the SEC.
Restrictions on Ownership and Transfer			In order to assist us with preserving our status as a REIT for federal income tax purposes, our articles of incorporation contain certain ownership and transfer restrictions relating to shares of our common stock. See “Description of Capital Stock—Restrictions on Ownership and Transfer” in the accompanying base prospectus for additional information about these restrictions.
Material Tax Consequences			The tax consequences to you of an investment in our common stock will depend in part upon your own tax circumstances. See “Material U.S. Federal Income Tax Considerations” in the accompanying base prospectus for a discussion of the principal federal income tax considerations associated with our operations and the ownership and disposition of our common stock.
Listing			Our common stock is listed on the NYSE under the symbol “DX”.


(1)			The number of shares of our common stock outstanding immediately after the closing of this offering is based on 79,303,524 shares of our common stock outstanding as of October 1, 2024, and assumes the offer and sale of all 35,468,000 shares remaining available for issuance under the Distribution Agreement as of the date hereof. Under the terms of the Distribution Agreement, we are not obligated to offer or sell any shares of our common stock.

S-3

RISK FACTORS

An investment in our common stock involves various risks, including those described below and in the accompanying base prospectus and the risks set forth in our Annual Report on Form 10-K for the year ended December 31, 202 3 under Part I, Item 1A, “Risk Factors,” which is incorporated by reference in this prospectus supplement, or any similar caption in the documents that we subsequently file with the SEC that are deemed to be incorporated by reference in this prospectus supplement. You should carefully consider these risk factors, together with all of the information contained in or incorporated, or deemed to be incorporated, by reference in this prospectus supplement and the accompanying base prospectus, in determining whether to purchase our common stock. If any of these risks occur, our business, operating results, liquidity, prospects and financial condition could be materially and adversely affected. This could cause the market price of our common stock to decline and could cause you to lose all or part of your investment. Moreover, the risks and uncertainties discussed below and in the foregoing documents are not the only risks and uncertainties that we face, and our business, operating results, liquidity, prospects and financial condition and the market price of the shares of our common stock and our shares of preferred stock could be materially adversely affected by other matters that are not known to us or that we currently do not consider to be material risks to our business.

Risks Related to Our Common Stock and This Offering

The market price and trading volume of our common stock may be volatile.

The market price of our common stock may become highly volatile and subject to wide fluctuations. In addition, trading volume in our common stock may fluctuate and cause significant price variations to occur. Some of the factors that could result in fluctuations in the price or trading volume of our common stock include, among other things: actual or anticipated changes in our current or future financial performance, changes in market interest rates, and general market and economic conditions. We cannot assure you that the market price of our common stock will not fluctuate or decline significantly.

Furthermore, in recent years, the stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions and interest rate changes, may negatively impact the market price of our common stock. If the market price of our common stock declines, you may not realize any return on your investment in us and may lose some or all of your investment.

In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert management’s attention from other business concerns, which could also harm our business.

Our ability to pay dividends is limited by the requirements of Virginia law and our articles of incorporation.

Our ability to pay dividends on our common stock is limited by the laws of Virginia and our articles of incorporation. Under applicable Virginia law, a Virginia corporation may not make a distribution if, after giving effect to the distribution, the corporation would not be able to pay its debts as the debts become due in the usual course of business, or the corporation’s total assets would be less than the sum of its total liabilities plus (unless the corporation’s articles provide otherwise) the amount that would be needed, if the corporation were dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution. Accordingly, we may not make a distribution on our common stock if, after giving effect to the distribution, we would not be able to pay our debts as they become due in the usual course of business or our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the preferential rights upon dissolution of the holders of shares of any series of preferred stock then outstanding, if any, with preferences senior to those of our common stock.

S-4

We cannot assure you that we will be able to pay dividends regularly.

Future distributions on our common stock, including the common stock offered pursuant to this prospectus supplement, will be at the discretion of our board of directors and will depend on, among other things, our results of operations, cash flow from operations, financial condition and capital requirements, the annual distribution requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended (the “Code”) and our ability to use our tax NOL carryforward, any debt service requirements and any other factors our board of directors deems relevant. Accordingly, we cannot guarantee that we will be able to make cash distributions on our common stock on a regular quarterly basis in the future or what the actual distributions will be for any future period.

We have not established a minimum dividend payment level and we may not have the ability to pay dividends in the future. Furthermore, our monthly dividend strategy could attract shareholders that are especially sensitive to the level and frequency of the dividend. If we were to reduce the dividend or change back to a quarterly payment cycle, our share price could materially decline.

We currently intend to pay regular dividends to our common shareholders and to make distributions to our shareholders in amounts such that all or substantially all of our taxable income, subject to certain adjustments including utilization of our NOL, is distributed. However, we have not established a minimum dividend payment level, and the amount of our dividend is subject to fluctuation. Our ability to pay dividends may be adversely affected by the risk factors described herein. All distributions will be made at the discretion of our Board of Directors and will depend on our GAAP and tax earnings, our financial condition, the requirements for REIT qualification and such other factors as our Board of Directors may deem relevant from time to time. We may not be able to make distributions, or our Board of Directors may change our dividend policy in the future. To the extent that we decide to pay dividends in excess of our current and accumulated tax earnings and profits, such distributions would generally be considered a return of capital for federal income tax purposes. A return of capital reduces the basis of a shareholder’s investment in our common stock to the extent of such basis and is treated as capital gain thereafter.

Our strategy of paying a monthly dividend is designed in part to attract retail shareholders that invest in stocks which pay a monthly dividend. The ownership of our stock may become overly concentrated in shareholders who only invest in monthly dividend paying stocks. These shareholders may be more sensitive to reductions in the dividend or a change in the payment cycle and our share price could materially decline if we were to reduce the dividend or change the payment cycle of our dividend.

Future offerings of debt securities, which would rank senior to our common stock upon our liquidation, and future offerings of equity securities, which would dilute our existing shareholders and may be senior to our common stock for the purposes of dividend and liquidating distributions, may adversely affect the market price of our common stock.

In the future, we may attempt to increase our capital resources by making offerings of debt or additional offerings of equity securities, including commercial paper, medium-term notes, senior or subordinated notes, including convertible notes, and classes of preferred stock or common stock. Upon liquidation, holders of our debt securities and lenders with respect to our other borrowings will receive a distribution of our available assets prior to the holders of our common stock. In addition, upon liquidation, holders of shares of our preferred stock will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute the holdings of our existing shareholders or reduce the market price of our common stock, or both. Moreover, any future issuance of preferred stock by us may have a preference on liquidating distributions and on dividend payments that could limit our ability to make a dividend distribution to the holders of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, holders of our common stock bear the risk of our future offerings reducing the market price of our common stock and diluting their stock holdings in us.

S-5

Future sales of our common stock could have an adverse effect on our stock price.

We cannot predict the effect, if any, of future sales of common stock, or the availability of shares for future sales, on the market price of our common stock. Sales of substantial amounts of common stock, or the perception that such sales could occur, could dilute existing holders of our common stock and may adversely affect prevailing market prices for our common stock.

We may not be able to use the money we raise to acquire investments at favorable prices.

We intend to seek to raise additional capital from time to time if we determine that it is in our best interests and the best interests of our shareholders, including through public offerings of our stock. The net proceeds of any offering could represent a significant increase in our equity. Depending on the amount of leverage that we use, the full investment of the net proceeds of any offering might result in a substantial increase in our total assets. There can be no assurance that we will be able to invest all of such additional funds in mortgage-related assets at favorable prices. We may not be able to acquire enough mortgage-related assets to become fully invested after an offering, or we may have to pay more for investments than we have historically. In either case, the return that we earn on shareholders’ equity may be reduced.

Our management will have broad discretion with respect to the use of the proceeds of this offering.

Although we have highlighted the intended use of proceeds for this offering, our management will have broad discretion as to the application of these net proceeds and could use them for purposes other than those contemplated at the time of this offering. Accordingly, you will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that the proceeds will be invested in a way that does not yield a favorable, or any, return for us and cause the price of our common stock to decline.

Risks Related to Our Taxation as a REIT and Other Tax Related Matters

Legislative or other actions affecting REITs could materially and adversely affect us and our shareholders.

The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury. We cannot predict how changes in the tax laws might affect us or our shareholders. New legislation, U.S. Treasury regulations, administrative interpretations or court decisions could significantly and negatively affect our ability to qualify as a REIT or the U.S. federal income tax consequences of such qualification.

S-6

USE OF PROCEEDS

We intend to use any net proceeds from this offering to acquire additional investments, consistent with our investment policy, and for general corporate purposes, which may include, among other things, repayment of maturing obligations, capital expenditures and working capital. If a material part of the net proceeds is used to repay indebtedness, we will set forth the interest rate and maturity of such indebtedness in a prospectus supplement to the extent required.

S-7

PLAN OF DISTRIBUTION

We have entered into amendment no. 5 to the distribution agreement, dated June 29, 2018, as amended May 31, 2019, August 3, 2021, June 3, 2022, February 10, 2023 and October 29, 2024 (collectively, the “Distribution Agreement”), with BTIG, LLC, Citizens JMP Securities, LLC, Janney Montgomery Scott LLC, Keefe, Bruyette & Woods, Inc., JonesTrading Institutional Services LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC (collectively the “Sales Agents” and each, individually, a “Sales Agent”), under which we may issue and sell over a period of time and from time to time up to 35,468,000 shares of our common stock through the Sales Agents, acting as our sales agents or directly to the Sales Agents, acting as principals. Sales of the shares of common stock to which this prospectus supplement and the accompanying base prospectus relate, if any, will be made in sales deemed to be “at the market offerings” as defined in Rule 415(a)(4) under the Securities Act by means of ordinary brokers’ transactions on the NYSE, or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, or as otherwise agreed with the applicable Sales Agent.

The Sales Agents will offer our common stock subject to the terms and conditions of the Distribution Agreement on any trading day or as otherwise agreed upon by us and the Sales Agents. We will designate the maximum number of shares of common stock to be sold through a Sales Agent on any trading day, or otherwise as we and the Sales Agent agree, and the minimum price per share at which such shares may be sold. Subject to the terms and conditions of the Distribution Agreement, the Sales Agents will use their commercially reasonable efforts consistent with their normal trading and sales practices and applicable law and regulation to sell, on our behalf, all of the common stock so designated. We may instruct the Sales Agents not to sell our common stock if the sales cannot be effected at or above the price designated by us in any such instruction. Under the Distribution Agreement, we or a Sales Agent may suspend the offering of our common stock being made through the Sales Agent at any time upon proper notice to the other party.

Under the terms of the Distribution Agreement, we may also sell shares of our common stock to any of the Sales Agents, acting as principal, at a price per share to be agreed upon at the time of sale. If we sell shares to a Sales Agent as principal, we will enter into a separate terms agreement with that Sales Agent.

Settlement for any sales of our common stock is expected to occur on the first business day following the trading date on which such sales were made in return for payment of the proceeds to us. The obligation of any Sales Agent under the Distribution Agreement to sell shares of our common stock is subject to a number of conditions, which such Sales Agent reserves the right to waive in its sole discretion.

In connection with any sale of common stock on our behalf, a Sales Agent may be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation paid to a Sales Agent may be deemed to be an underwriting commission or discount. We have agreed in the Distribution Agreement to provide indemnification and contribution to the Sales Agents against certain civil liabilities, including liabilities under the Securities Act.

If we have reason to believe the common stock is no longer an “actively-traded security” as defined under Rule 101(c)(1) of Regulation M under the Exchange Act, we will promptly so notify the Sales Agents, and sales of our common stock under the Distribution Agreement will be suspended until that or other exemptive provisions have been satisfied in the judgment of us and the Sales Agents.

The offering of common stock pursuant to the Distribution Agreement will terminate upon the earlier of (1) the sale of 35,468,000 shares of our common stock pursuant to the Distribution Agreement and (2) the termination of the Distribution Agreement, pursuant to its terms, by either the Sales Agents or us.

Commissions and Expenses

We will pay each Sales Agent a commission of up to 2.0% of the gross sales price of the shares of our common stock sold by such Sales Agent under the Distribution Agreement.

S-8

We have also agreed to reimburse the Sales Agents, in certain circumstances, for certain of their reasonable, documented out-of-pocket expenses, including fees and expenses of counsel in connection with the Distribution Agreement. We estimate that the total expenses related to this offering payable by us, excluding commissions payable to the Sales Agents under the Distribution Agreement, will be approximately $150,000.

Reporting

We will deliver to the NYSE copies of this prospectus supplement and the accompanying base prospectus pursuant to the rules of the NYSE. Unless otherwise required, we will report at least quarterly the number of shares of common stock sold through the Sales Agents under the Distribution Agreement and the net proceeds to us in connection with the sales of common stock for each quarter in which any sales are made through the Sales Agents.

Other Relationships

The Sales Agents and their affiliates have provided and may in the future provide various investment banking, commercial banking and other financial services for us and our affiliates, for which services they have received or may in the future receive customary fees. To the extent prohibited by Regulation M, the Sales Agents will not engage in any market making activities involving our common stock while an offering is ongoing under this prospectus supplement.

In addition, in the ordinary course of business activities, the Sales Agents and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The Sales Agents and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

S-9

LEGAL MATTERS

The validity of the securities offered pursuant to this prospectus supplement will be passed upon for us by Mayer Brown LLP, New York, New York. The Sales Agents are being represented in this offering by Cooley LLP, New York, New York.

EXPERTS

The consolidated financial statements as of December 31, 2023 and 2022 and for each of the three years in the period ended December 31, 2023, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2023 incorporated by reference in this prospectus supplement have been so incorporated in reliance on the reports of BDO USA, P.C., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

S-10

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other documents with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that we file electronically with the SEC at http://www.sec.gov. In addition, we maintain a website that contains information about us at www.dynexcapital.com. The information found on, or otherwise accessible through, our website is not incorporated by reference into, and does not form a part of, this prospectus supplement and the accompanying base prospectus or any other report or document we file with or furnish to the SEC.

This prospectus supplement and the accompanying base prospectus are parts of a registration statement on Form S-3 that we filed with the SEC. This prospectus supplement and the accompanying base prospectus do not contain all of the information set forth in the registration statement and exhibits and schedules to the registration statement. For further information with respect to our company and our securities, reference is made to the registration statement, including the exhibits to the registration statement. Statements contained in this prospectus supplement and the accompanying base prospectus as to the contents of any contract or other document referred to in, or incorporated by reference into, this prospectus supplement and the accompanying base prospectus are not necessarily complete and, where such contract or other document is an exhibit to the registration statement, each statement is qualified in all respects by the exhibit to which the reference relates.

S-11

INCORPORATION OF INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to other documents that we have filed with the SEC. These incorporated documents contain important business and financial information about us that is not included in or delivered with this prospectus supplement and the accompanying base prospectus. The information incorporated by reference is considered to be part of this prospectus supplement and the accompanying base prospectus, and later information filed with the SEC will update and supersede this information.

We incorporate by reference the documents listed below and any future filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, until the offering of securities covered by this prospectus is complete:

• Our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 26, 2024 (including the portions of our Proxy Statement on Schedule 14A, filed with the SEC on March 28, 2024, incorporated by reference therein);

• Our Quarterly Report on Form 10-Q for the period ended March 31, 2024, filed with the SEC on April 26, 2024, our Quarterly Report on Form 10-Q for the period ended June 30, 2024, filed with the SEC on July 26, 2024, and our Quarterly Report on Form 10-Q for the period ended September 30, 2024, filed with the SEC on October 28, 2024;

• Our Current Reports on Form 8-K filed with the SEC on January 29, 2024, March 12, 2024, April 22, 2024, May 20, 2024, May 30, 2023, June 7, 2024, July 22, 2024 (first filing), July 22, 2024 (second filing) and October 21 , 2024 (in each case, except for any information contained therein which is furnished rather than filed); and

• The description of our common stock included in Exhibit 4.4 to our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 28, 2022, including any amendment or report filed for the purpose of updating any of these descriptions.

You may obtain copies of these documents at no cost by writing or telephoning us at the following address:

Investor Relations

Dynex Capital, Inc.

4991 Lake Brook Drive, Suite 100

Glen Allen, Virginia 23060

(804) 217-5800

S-12

PROSPECTUS

$750,000,000

Dynex Capital, Inc.

COMMON STOCK
PREFERRED STOCK
DEBT SECURITIES
WARRANTS
UNITS

We intend to offer and sell from time to time the debt and equity securities described in this prospectus:

• shares of our common stock;

• shares of our preferred stock;

• debt securities;

• warrants to purchase shares of our common stock, our preferred stock or our debt securities; and

• units consisting of two or more of the foregoing.

We refer to the common stock, preferred stock, debt securities, warrants and units, collectively, as the “securities” in this prospectus. The total offering price of the securities described in this prospectus will not exceed $750,000,000 in the aggregate.

Our common stock, par value 0.01 per share, is listed on the New York Stock Exchange (the “NYSE”) under the symbol “DX” and our 6.900% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”), is listed on the NYSE under the symbol “DXPRC.”

We will provide the specific terms of any securities we may offer in supplements to this prospectus. You should read this prospectus and any applicable prospectus supplement carefully before you invest. This prospectus may not be used to offer and sell any securities unless accompanied by a prospectus supplement describing the amount of securities being offered and terms of the offering of those securities. We may offer and sell these securities to or through one or more underwriters, dealers or agents, or directly to purchasers on a continuous or delayed basis. We reserve the sole right to accept, and together with any underwriters, dealers and agents, reserve the right to reject, in whole or in part, any proposed purchase of securities. The names of any underwriters, dealers or agents involved in the sale of any securities, the specific manner in which they may be offered and any applicable commissions or discounts will be set forth in the prospectus supplement covering the sales of those securities.

To assist us in qualifying as a real estate investment trust for federal income tax purposes, no person may own more than 9.8% of the outstanding shares of our capital stock, unless our Board of Directors waives this limitation.

Investing in our securities involves risks. You should carefully consider the information referred to under the heading “Risk Factors” beginning on page 9 of this prospectus as well as the “Risk Factors” incorporated by reference herein from our most recent Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and other reports and information that we file with the Securities and Exchange Commission.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is October 25, 2024.

TABLE OF CONTENTS


ABOUT THIS PROSPECTUS			1
WHERE YOU CAN FIND MORE INFORMATION			1
INCORPORATION OF INFORMATION BY REFERENCE			2
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS			2
OUR COMPANY			7
RISK FACTORS			9
USE OF PROCEEDS			9
DESCRIPTION OF OUR CAPITAL STOCK			10
DESCRIPTION OF OUR COMMON STOCK			12
DESCRIPTION OF OUR PREFERRED STOCK			13
DESCRIPTION OF OUR DEBT SECURITIES			16
DESCRIPTION OF OUR WARRANTS			19
DESCRIPTION OF OUR UNITS			21
MATERIAL PROVISIONS OF VIRGINIA LAW AND OF OUR ARTICLES OF INCORPORATION AND BYLAWS			22
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS			26
PLAN OF DISTRIBUTION			45
EXPERTS			47
LEGAL MATTERS			47

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or any free writing prospectus we may provide you in connection with an offering of securities. You must not rely on any unauthorized information or representation not contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or any free writing prospectus. This prospectus, any accompanying prospectus supplement or any free writing prospectus does not constitute an offer to sell or the solicitation of an offer to buy securities other than the registered securities to which they relate, nor does this prospectus, any accompanying prospectus supplement or any free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. The information contained in this prospectus, any prospectus supplement to this prospectus, any free writing prospectus or the documents incorporated by reference herein or therein are accurate only as of the date of such document. Our business, financial condition, liquidity, results of operations, funds from operations and prospects may have changed since those dates.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under the shelf registration process, we may, over time, sell any combination of the securities described in this prospectus in one or more offerings up to a total dollar amount of $750,000,000. This prospectus provides you with a general description of the securities that we may offer. As allowed by SEC rules, this prospectus does not contain all the information you can find in the registration statement or the exhibits to the registration statement. We will not use this prospectus to offer and sell securities unless it is accompanied by a prospectus supplement that more fully describes the securities being offered and the terms of the offering. Any accompanying prospectus supplement or free writing prospectus may also add to, update or supersede other information contained in this prospectus.

The SEC allows us to “incorporate by reference” certain information that we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the SEC will update automatically, supplement and/or supersede this information. Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other document which also is or is deemed to be incorporated by reference in this prospectus modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You should read the detailed information regarding our company, our securities and our financial statements and the notes to those statements appearing elsewhere in this prospectus or incorporated herein by reference. Before purchasing any securities, you should carefully read this prospectus, any prospectus supplement and any free writing prospectus together with the information incorporated or deemed to be incorporated by reference herein as described under the headings “Where You Can Find More Information” and “Incorporation of Information by Reference” in this prospectus.

When used in this prospectus, the terms “Dynex”, “company,” “issuer,” “we,” “our,” and “us” refer to Dynex Capital, Inc. and its consolidated subsidiaries, unless otherwise specified.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other documents with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that we file electronically with the SEC at http://www.sec.gov. In addition, we maintain a website that contains information about us at www.dynexcapital.com. The information found on, or otherwise accessible through, our website is not incorporated by reference into, and does not form a part of, this prospectus or any accompanying prospectus supplement or any other report or document we file with or furnish to the SEC.

We have filed with the SEC a registration statement on Form S-3, of which this prospectus is a part, including exhibits, schedules and amendments filed with, or incorporated by reference into, the registration statement, under the Securities Act with respect to the securities registered hereby. This prospectus and any accompanying prospectus supplement do not contain all of the information set forth in the registration statement and exhibits and schedules to the registration statement. For further information with respect to our company and the securities registered hereby, reference is made to the registration statement, including the exhibits to the registration statement. Statements contained in this prospectus and any accompanying prospectus supplement as to the contents of any contract or other document referred to in, or incorporated by reference into, this prospectus and any accompanying prospectus supplement are not necessarily complete and, where such contract or other document is an exhibit to the registration statement, each statement is qualified in all respects by the exhibit to which the reference relates. The registration statement of which this prospectus is a part is available to you on the SEC’s website.

INCORPORATION OF INFORMATION BY REFERENCE

The SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus from the date of filing those documents. Any reports filed by us with the SEC on or after the date of this prospectus will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus. We have filed the documents listed below with the SEC under the Exchange Act, and these documents are incorporated herein by reference (other than information in such documents that is furnished and not deemed to be filed):

• Our Quarterly Report on Form 10-Q for the period ended March 31, 2024, filed with the SEC on April 26, 2024, and our Quarterly Report on Form 10-Q for the period ended June 30, 2024, filed with the SEC on July 26, 2024;

• Our Current Reports on Form 8-K filed with the SEC on January 29, 2024, March 12, 2024, April 22, 2024, May 20, 2024, May 30, 2023, June 7, 2024, July 22, 2024 (first filing) and July 22, 2024 (second filing) (in each case, except for any information contained therein which is furnished rather than filed); and

All documents we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus and prior to the termination of the offering of the securities to which this prospectus relates (other than information in such documents that is furnished and not deemed to be filed) will be deemed to be incorporated by reference into this prospectus and to be part hereof from the date of filing of those documents. All documents we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial registration statement that contains this prospectus and prior to the effectiveness of the registration statement will be deemed to be incorporated by reference into this prospectus and to be part hereof from the date of filing those documents.

We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the SEC, including any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or certain exhibits furnished pursuant to Item 9.01 of Form 8-K.

We will provide to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in this prospectus but not delivered with this prospectus (other than the exhibits to such documents which are not specifically incorporated by reference therein); we will provide this information at no cost to the requester upon written or oral request to:

Investor Relations Officer
Dynex Capital, Inc.
4991 Lake Brook Drive, Suite 100
Glen Allen, Virginia 23060
(804) 217-5800

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

Certain written statements in this prospectus, and in our other filings with the SEC that are incorporated herein by reference, that are not historical facts constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. All statements contained or incorporated by reference in this prospectus addressing our future results of operations and operating performance, events, or developments that we expect or anticipate will occur in the future, including, but not limited to, statements relating to investment strategies, changes in net interest income, investment performance, earnings or earnings per share, the interest rate environment, capital raising strategies and activities, economic conditions and outlook, expected impact of hedging transactions, and market share, as well as statements expressing optimism or pessimism about future operating results, are forward-looking statements.