DYNEX CAPITAL INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Dynex Capital, Inc.

(Name of Registrant as Specified in Its Charter)

LETTER TOSHAREHOLDERS

TO OUR COMMON SHAREHOLDERS:

April 8, 2025

You are cordially invited to attend the Annual Meeting of Shareholders of Dynex Capital, Inc. (the “Company”) on Tuesday, May 20, 2025 beginning at 9:00 a.m. Eastern Daylight Time. As with last year’s annual meeting, we will use a virtual meeting format, which means that you may attend virtually by accessing meetnow.global/M5SHPCN. We believe that this format facilitates expanded shareholder access and participation.

The business of the meeting is to consider and act upon the election of directors; to approve, in an advisory and non-binding vote, the compensation of our named executive officers; to approve the 2025 Stock and Incentive Plan; to ratify the selection of the auditors of the Company; and to approve an amendment to our Restated Articles of Incorporation, as amended (“Articles of Incorporation”) to increase the number of shares of common stock authorized.

We continue to build Dynex for the long term. We invest at the intersection of capital markets and the housing finance system. Positive demographic trends underpin the current investment and capital aspects of our business which support our strategy to build a thriving company for the long term. Dynex is experiencing a favorable environment and our ability to raise and deploy capital at attractive long term returns is expected to persist for some time. Our proposals are made in the context of this environment.

As permitted by rules adopted by the Securities and Exchange Commission (the “SEC”), we are furnishing our proxy statement and 2024 Annual Report to Shareholders over the Internet to most of our shareholders, on or about April 8, 2025. This means that most of our shareholders will initially receive only a notice containing

instructions on how to access the proxy materials over the Internet. This approach lowers the cost of delivering the annual meeting materials and reduces the environmental impact of the meeting. If you would like to receive a paper copy of the proxy materials, the notice contains instructions on how you can request copies of these documents.

Whether or not you plan to attend the meeting, your vote is important, and we encourage you to vote promptly. You may vote your shares via a toll-free telephone number or over the Internet. If you receive your proxy materials by mail, you may instead sign, date and mail the proxy card in the postage-paid envelope provided. Instructions regarding all three methods of voting are contained on the proxy card. If you plan to mail the proxy card and desire to vote your shares of common stock in accordance with management’s recommendations, you need not mark your votes on the proxy and may simply sign, date, and return the proxy card in the envelope provided instead.

Sincerely,

Byron L. Boston

Co-Chief Executive Officer and Chairman of the Board

NOTICE OF ANNUAL MEETINGOF SHAREHOLDERS

The Annual Meeting will be a virtual meeting, which means that shareholders may attend by accessing meetnow.global/M5SHPCN. Shareholders will be able to listen, vote and submit questions during the Annual Meeting online. There will be no physical location for shareholders to attend the Annual Meeting.

Only shareholders of record of our common stock at the close of business on March 12, 2025, the record date, will be entitled to vote at the Annual Meeting.

Management desires to have maximum representation at the Annual Meeting. Whether or not you plan to attend the meeting, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the accompanying Proxy Statement. If you receive these materials by mail, you may instead sign, date and mail the proxy card in the postage-paid envelope provided. A proxy may be revoked by a shareholder prior to its use by notice in writing to the Secretary of the Company, by submitting a later-dated proxy to the Secretary of the Company,

by changing your vote via the toll-free telephone number or over the Internet or by attending and voting during the Annual Meeting (provided that, if you hold your shares through a bank, broker or other holder of record and you wish to vote during the Annual Meeting, you must register prior to the Annual Meeting, as described in the Proxy Statement).

By Order of the Board of Directors

Robert S. Colligan

Chief Financial Officer, Chief Operating Officer, and Secretary

Dated: April 8, 2025

PROXY STATEMENT

TABLE OF CONTENTS

PROXY STATEMENTANNUAL MEETING OFSHAREHOLDERS

To be held on May 20, 2025

TO OUR COMMON SHAREHOLDERS:

This Proxy Statement is furnished to the holders of the common stock of Dynex Capital, Inc. (the “Company”) in connection with the solicitation by the Company’s Board of Directors (the “Board”) of proxies to be used at the Annual Meeting of Shareholders of the Company to be held virtually on Tuesday, May 20, 2025 , at 9:00 a.m. Eastern Daylight Time (the “Annual Meeting”). Shareholders may attend the Annual Meeting by accessing meetnow.global/M5SHPCN and following the instructions in the beginning of this Proxy Statement. Shareholders will be able to listen, vote and submit questions during the Annual Meeting online. There will be no physical location for shareholders to attend the Annual Meeting.

The Annual Meeting is being held for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders.

As permitted by rules adopted by the SEC, the Company is making this Proxy Statement and its 2024 Annual Report to Shareholders available to most of our shareholders electronically over the Internet. On April 8, 2025, we commenced mailing to our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access this Proxy Statement and our Annual Report and vote over the Internet.

Most shareholders will not receive a printed copy of the proxy materials in the mail, unless specifically requested. Instead, the Notice of Internet Availability of Proxy Materials instructs you on how to access and review over the Internet all of the important information contained in the Proxy Statement and Annual Report and on how you may submit your proxy over the Internet. If you would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on Tuesday, May 20, 2025

The Proxy Statement and 2024 Annual Report to Shareholders are available online by visiting www.envisionreports.com/DYNX.