DYNEX CAPITAL INC

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For the period ended May 21, 2026. Filed Apr 7, 2026.

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 21, 2026 · Filed Apr 7, 2026

DX$10.68-0.7%Stored close · as of Nov 6, 2026

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Contents

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Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

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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

	Filed by the Registrant ☒			Filed by a party other than the Registrant ☐

Dynex Capital, Inc.

(Name of Registrant as Specified in Its Charter)

	Payment of Filing Fee (Check all boxes that apply):
	☒			No fee required.
	☐			Fee paid previously with preliminary materials:
	☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

A Message from our Chairman

of the Board

	April 7, 2026 Dear Fellow Shareholders: You are cordially invited to attend the 2026 Annual Meeting of Shareholders of Dynex Capital, Inc. (the “Company”) on Thursday, May 21, 2026 beginning at 10:00 a.m. Eastern 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/M6WRS9U. We believe that this format facilitates expanded shareholder access and participation as shareholders will be able to participate from any location. The Notice of Annual Meeting of Shareholders (the “Notice”) accompanying the Proxy Statement describes the matters to be presented at the Annual Meeting of Shareholders. Details regarding how to attend the meeting and the business to be conducted are more fully described in the Notice. Whether or not you attend the Annual Meeting of Shareholders, we value the investment you have made in the Company and your vote is very important. We urge you to promptly vote your shares and submit your proxy by phone 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. You may also attend the Annual Meeting of Shareholders and vote your shares online during the meeting. Thank you again for your investment in Dynex. Sincerely, Byron L. Boston Co-Chief Executive Officer and Chairman of the Board

Notice of Annual Meeting of Shareholders| May 21, 2026

	WHEN				WHERE				RECORD DATE
	Thursday, May 21, 2026 10:00 a.m. Eastern Time				The Annual Meeting will be a virtual meeting which means that shareholders may attend online by accessing meetnow.global/M6WRS9U				Shareholders of record at the close of business on Wednesday, March 25, 2026 are entitled to notice of and to vote at the meeting.

The Annual Meeting of Shareholders of Dynex Capital, Inc., a Virginia corporation, will be held to consider and take action on the following items:

ITEMS OF BUSINESS


1	To elect six (6) directors of the Company, to hold office until the next annual meeting and until their successors are duly elected and qualified	FOR each director nominee	4
2	To approve, on an advisory and non-binding basis, the compensation of the Company’s named executive officers as disclosed in the accompanying Proxy Statement	FOR	57
3	To ratify the selection of Ernst & Young LLP, independent certified public accountants, as auditors for the Company for the 2026 fiscal year	FOR	58
4	To approve an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 360,000,000 to 720,000,000	FOR	61
Shareholders may also transact such other business that may properly come before the meeting.

	IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE DYNEX CAPITAL, INC. ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 21, 2026

	Your vote is important.
	Whether or not you plan to attend the meeting, we urge you to vote your shares. You may vote your shares in advance of the meeting via the Internet, by telephone, or by mail, or by attending and voting online at the Annual Meeting of Shareholders. Please refer to the section “How can I vote?” in the accompanying proxy statement for detailed voting instructions.
	Internet Go to www.envisionreports.com/DYNX
	Phone Call toll-free 1 (800) 652-VOTE (8683)
	Mail Mark, sign, and date your proxy card and return it in the postage-paid envelope
	Attend the Meeting Attend the virtual meeting and vote online

	The 2026 Proxy Statement and 2025 Annual Report to Shareholders are available online by visiting www.envisionreports.com/DYNX.			By Order of the Board of Directors, Michael A. Angelo Chief Legal Officer and Corporate Secretary Dated: April 7, 2026

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.