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On July 28, 2026, Dynex Capital, Inc. (NYSE: DX-PC), a mortgage-focused real estate investment trust, filed a prospectus supplement authorizing the sale of approximately 99.3 million additional common shares under its expanded continuous distribution program. The company has appointed ten prominent financial institutions as sales agents to facilitate share sales at prevailing market prices. This new authorization follows the completion of a prior offering where 48 million shares were sold, bringing total shares issued under the continuous distribution program to over 201 million since its inception.
Key Points
- Stock symbol: NYSE: DX-PC
- Authorization for 99,326,438 additional shares under amended continuous distribution agreement dated July 28, 2026
- Total shares issued under the Distribution Agreement now exceed 201,966,535, including 48,027,749 shares sold under the previous prospectus supplement
- Sales agents to earn commissions up to 2.0% of gross proceeds, with shares offered at market or negotiated prices on the NYSE
Expansion of Continuous Offering Program and Sales Agent Network
Dynex Capital executed Amendment No. 10 to its distribution agreement on July 28, 2026, broadening its continuous offering capabilities by engaging ten leading financial services firms as sales agents. These 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 provides flexibility to execute share sales across varying market conditions while leveraging institutional distribution networks.
The distribution agreement permits Dynex Capital to offer and sell up to 301,292,973 shares of common stock through these agents acting as either agents or principals. The sales agents are not obligated to sell any specific number of shares but will use commercially reasonable efforts consistent with their standard practices and applicable regulations. This arrangement offers Dynex Capital optionality and ensures share sales occur through established market mechanisms rather than concentrated single-agent transactions.
Completion of Prior Offering and Remaining Share Capacity
Previously, the company registered 67,354,187 shares under a prospectus supplement dated January 27, 2026, supplemented April 28, 2026. Under that authorization, Dynex Capital sold 48,027,749 shares before terminating the offering as of the July 28, 2026 filing date. This prior offering represented a significant capital raise aligned with strategic financing goals.
Since inception, Dynex Capital has issued 201,966,535 shares under the Distribution Agreement. The new authorization adds 99,326,438 shares to the available pool, representing remaining capacity under the current amendment. The last reported sale price on the NYSE on July 27, 2026, one trading day prior to the filing, was $12.64 per share, providing a market valuation reference at the time of authorization.
At-the-Market Offering Structure and Pricing Flexibility
Sales under this prospectus supplement will be conducted as "at the market offerings" pursuant to Rule 415(a)(4) of the Securities Act of 1933. Shares may be sold through ordinary broker transactions on the NYSE or other permissible channels at prevailing market prices, prices related to market prices, or negotiated prices agreed with sales agents. This flexible pricing contrasts with traditional fixed-price underwritten offerings and enables Dynex Capital to capitalize on favorable market conditions.
Sales agents will receive commissions up to 2.0% of gross sales proceeds for shares sold on the company's behalf. Acting as distributors, sales agents may be deemed "underwriters" under the Securities Act, and compensation may be characterized as underwriting commissions or discounts. Net proceeds to Dynex Capital equal gross proceeds minus commissions and issuance costs. There are no escrow or trust arrangements; proceeds flow directly to the company upon sale.
Principal Sales Capability and Separate Terms Agreements
In addition to agency sales, the Distribution Agreement allows Dynex Capital to sell shares directly to sales agents acting as principals. Under this structure, price and terms are negotiated at the time of sale and documented through separate terms agreements. This dual agent-principal capacity facilitates customized block trades or negotiated transactions beyond ordinary brokered sales when advantageous.
This principal transaction capability enables tailored capital raising aligned with market conditions and company needs, subject to regulatory and disclosure requirements. Separate terms agreements specify price, volume, and material transaction terms for each principal sale.
REIT Status and Ownership Transfer Restrictions
Dynex Capital operates as a real estate investment trust (REIT) for federal income tax purposes. To maintain this tax-advantaged status, the company's articles of incorporation impose ownership and transfer restrictions on common stock. These limitations affect investors' ability to accumulate shares beyond certain thresholds and may impact liquidity or transferability. Detailed descriptions of these restrictions are provided in the base prospectus under "Description of Our Capital Stock—Restrictions on Ownership and Transfer."
Compliance with Internal Revenue Code requirements, including limitations on ownership concentration, is critical for REIT status preservation. These governance provisions enforce statutory mandates and are important considerations for investors, especially those pursuing significant equity accumulation strategies.
Risk Disclosures and SEC Compliance
The prospectus supplement includes comprehensive risk factors beginning on page S-4 and advises investors to review these carefully prior to purchasing shares. It also references material risks disclosed in Dynex Capital’s most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, and other SEC filings. This layered disclosure ensures investors are informed about offering-specific and broader operational risks facing the mortgage REIT sector and Dynex Capital.
The Securities and Exchange Commission has neither approved nor disapproved these securities, nor assessed the adequacy or accuracy of the prospectus supplement or base prospectus. Any contrary representation is a criminal offense. State securities commissions have likewise not approved or disapproved the offering. SEC review constitutes a disclosure adequacy assessment, not an endorsement of investment merits or safety.
Mortgage-Focused REIT Business Model
Dynex Capital’s core business centers on mortgage-related investments as a real estate investment trust. Its investment strategies, net interest income, and earnings are closely linked to mortgage market conditions, interest rates, and credit performance of mortgage assets. As a REIT, the company distributes substantially all taxable income as dividends, offering a yield-focused profile attractive to income investors.
The filing references forward-looking statements related to investment performance, net interest income changes, hedging transactions, and market conditions. Managing duration, prepayment, credit, and basis risks is integral to mortgage REIT operations. Detailed financial and operational disclosures are available in the company’s SEC periodic filings beyond this prospectus supplement.
Forward-Looking Statements and Investor Caution
The prospectus supplement contains cautionary language regarding forward-looking statements as required by the Private Securities Litigation Reform Act of 1995, the Securities Act, and the Securities Exchange Act. These statements address future results, operating performance, investment strategies, earnings, interest rates, capital raising, economic outlook, hedging impacts, and market share.
Investors should understand that forward-looking statements involve risks and uncertainties, and actual results may differ materially due to factors such as interest rate fluctuations, mortgage prepayments, credit conditions, regulatory changes, competition, and economic shifts. Historical performance and management expectations do not guarantee future outcomes. Independent research and professional advice are recommended before investing.
Prospectus Supplement Filing and Information Integration
The July 28, 2026 prospectus supplement forms the first part of a two-part prospectus, detailing the current offering’s terms and updating information in the accompanying base prospectus and incorporated documents. The base prospectus provides broader information on securities the company may offer, including those not related to this offering. In case of discrepancies, the prospectus supplement’s information prevails.
Investors should rely solely on information contained or incorporated by reference in the prospectus supplement and base prospectus. Neither Dynex Capital nor sales agents have authorized other information sources. Offers or sales are not made in jurisdictions where prohibited. Information is accurate as of specified dates, and business conditions may have changed since.
