DYNEX CAPITAL INC
For the period ended Sep 30, 2026. Filed Oct 27, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Oct 27, 2026
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Item 5. OTHER INFORMATION
Rule 10b5-1 Trading Plan
During the three months ended September 30, 2026, none of the Company’s directors or Section 16 officers
adopted orterminated any “Rule 10b5-1 trading arrangements” or any “non-Rule 10b5-1 trading arrangements” (in
each case, as defined in Item 408 of Regulation S-K).
Amendments to Employment Agreements
On October 27, 2026, Dynex Capital, Inc. (the “Company”) amended its employment agreement with each
of Byron L. Boston and Smriti L. Popenoe (collectively, the “Amendments”). The Amendments modify their
existing employment agreement, each dated July 19, 2024 (collectively, the “Employment Agreements”), as follows:
Adjusting the base salary provisions to align with their current base salary of $950,000, as previously
disclosed in the Company’s 2026 proxy statement, filed on April 7, 2026, and to automatically adjust the
base salary for any change approved by the Board or a committee thereof following a Renewal Date; and
Adjusting the restrictive covenants to: (i) provide for a 12-month non-competition period post-employment,
other than separation in connection with a Change in Control, in which case the non-competition period
remains 24 months; (ii) provide for a 12-month non-solicitation period with respect to employees and
certain commercial relationships; and (iii) provide for a perpetual confidentiality and non-disclosure
covenant.
Capitalized terms not otherwise defined herein have the meaning ascribed to such terms in the Employment
Agreements. The foregoing description of the Amendments does not purport to be complete and is qualified in its
entirety by reference to the full text of the Amendments, copies of which will be filed as exhibits to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2026.
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