DYNEX CAPITAL INC
For the period ended Sep 29, 2026. Filed Sep 29, 2026.
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Sep 29, 2026 · Filed Sep 29, 2026
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Contents
Forward-Looking Statements
Statements in this Form 8-K that are not historical facts, including statements relating to the Offering, the expected net proceeds from the Offering, the Company’s intended use of proceeds from the Offering and other statements that use words such as “expect,” “intend,” “may,” “plan,” “will,” “would” and similar terms, are “forward-looking statements” that involve risks and uncertainties. For a discussion of other risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s Annual Report on Form 10-K and other reports filed with the SEC. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 3.1 | Articles of Amendment to the Restated Articles of Incorporation of the Company, effective September 29, 2026 (incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form 8-A filed September 29, 2026). |
| 4.1 | Specimen of 9.375% Series D Fixed-Rate Cumulative Redeemable Preferred Stock Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form 8-A filed September 29, 2026). |
| 5.1 | Opinion of Morrison & Foerster LLP, dated September 29, 2026, with respect to the legality of the Shares. |
| 8.1 | Opinion of Morrison & Foerster LLP, dated September 29, 2026, with respect to certain tax matters. |
| 23.1 | Consent of Morrison & Foerster LLP (included in Exhibits 5.1 and 8.1). |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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