Dynex Capital (NYSE: DX) registers 67.35M shares, adds Goldman Sachs & Morgan Stanley as agents
Filing Impact
Filing Sentiment
Form Type
424B5
Rhea-AI Filing Summary
Dynex Capital, Inc. is supplementing its prospectus to register 67,354,187 shares of its common stock pursuant to its distribution agreement. The Supplement adds Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC as Sales Agents under the Distribution Agreement effective April 28, 2026. The company states that as of April 24, 2026 it has sold 170,922,998 shares under the Distribution Agreement and that 50,369,975 shares remain available for issuance under the Prospectus Supplement. Common stock trades on the NYSE under the symbol DX; the last reported sale price on April 27, 2026 was $13.79 per share.
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Insights
Supplement updates sales-agent roster and available ATM capacity.
The Supplement formally amends the Distribution Agreement to include Goldman Sachs and Morgan Stanley as Sales Agents, which expands the list of broker-dealers authorized to sell shares under the at-the-market distribution arrangement.
It reports precise issuance counts: 170,922,998 shares sold and 50,369,975 shares available as of April 24, 2026. Any future sales will follow the stated Distribution Agreement terms and prospectus procedures.
Key Figures
Registered shares in Supplement: 67,354,187 shares
Shares sold under Distribution Agreement: 170,922,998 shares
Shares available after sales: 50,369,975 shares
+1 more
4 metrics
Registered shares in Supplement
67,354,187 shares
Prospectus Supplement dated January 27, 2026
Shares sold under Distribution Agreement
170,922,998 shares
as of <date>April 24, 2026</date>
Shares available after sales
50,369,975 shares
available for issuance from and after the date hereof pursuant to the Prospectus Supplement
Last reported NYSE sale price
<money>$13.79</money>
last reported sale price on the NYSE on <date>April 27, 2026</date>
Key Terms
Distribution Agreement, Sales Agents, Prospectus Supplement, Base Prospectus
4 terms
Distribution Agreement regulatory
"offer and sale, from time to time, of up to 67,354,187 shares pursuant to that certain distribution agreement"
A distribution agreement is a contract that lets one party sell, market or deliver another party’s products or services in specified places or channels, and spells out who handles pricing, inventory, delivery, payments and how long the arrangement lasts. For investors it matters because these deals determine how widely a product can reach customers, how quickly revenue can grow, what profit margin the company keeps, and what legal or operational risks the business assumes—think of it like a store deciding which wholesaler will stock and promote a product.
Sales Agents financial
"Goldman Sachs and Morgan Stanley were added as Sales Agents under the Distribution Agreement"
Sales agents are individuals or firms that sell a company’s products or services on its behalf, often working on commission or under a sales agreement rather than as full-time employees. Investors care because agents affect how quickly and widely a product reaches customers, the cost of making sales, and revenue predictability—think of them as independent delivery drivers who expand a company’s reach without the fixed cost of hiring more staff.
Prospectus Supplement regulatory
"This Supplement should be read in conjunction with the Prospectus Supplement"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Base Prospectus regulatory
"and the base prospectus dated July 28, 2025 (the “Base Prospectus”)"
A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-289004
Supplement dated April 28, 2026
To prospectus supplement dated January 27, 2026
(To prospectus dated July 28, 2025)
67,354,187 shares
Dynex Capital, Inc.
This supplement (this “Supplement”) is being filed to update, amend and supplement certain information in the prospectus supplement dated and filed with the Securities and Exchange Commission (the “SEC”) on January 27, 2026 (the “Prospectus Supplement”) and the base prospectus dated July 28, 2025 (the “Base Prospectus”), relating to the offer and sale, from time to time, of up to 67,354,187 shares of our common stock, $0.01 par value (“common stock”), pursuant to that certain distribution agreement, dated June 29, 2018, as amended May 31, 2019, August 3, 2021, June 3, 2022, February 10, 2023, October 29, 2024, May 1, 2025, July 29, 2025, January 27, 2026, and April 28, 2026 (collectively, the “Distribution Agreement”), with BTIG, LLC, Citizens JMP Securities, LLC, Goldman Sachs & Co. LLC (“Goldman Sachs”), JonesTrading Institutional Services LLC, J.P. Morgan Securities LLC, Keefe, Bruyette & Woods, Inc., Morgan Stanley & Co. LLC (“Morgan Stanley”), RBC Capital Markets, LLC, UBS Securities LLC, and Wells Fargo Securities, LLC (collectively, the “Sales Agents” and each individually, a “Sales Agent”). This Supplement should be read in conjunction with the Prospectus Supplement and accompanying Base Prospectus. This Supplement is only intended to update, amend and supplement certain information in the Prospectus Supplement to the extent set forth herein. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Prospectus Supplement.
On April 28, 2026, we entered into an amendment to the Distribution Agreement, pursuant to which Goldman Sachs and Morgan Stanley were added as Sales Agents under the Distribution Agreement, and accordingly, any reference to “Sales Agents” in the Prospectus Supplement shall hereafter be deemed to include Goldman Sachs and Morgan Stanley.
As of April 24, 2026, we have sold 170,922,998 shares of our common stock pursuant to the Distribution Agreement, leaving up to 50,369,975 shares of our common stock available for issuance from and after the date hereof pursuant to the Prospectus Supplement under the Distribution Agreement.
Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “DX.” The last reported sale price of our common stock on the NYSE on April 27, 2026 was $13.79 per share.
The validity of the securities offered pursuant to the Prospectus Supplement will be passed upon for us by Morrison & Foerster LLP. The Sales Agents are represented in this offering by Cooley LLP, New York, New York.
Investing in our common stock involves certain risks. Before buying any shares, you should read the discussion of material risks of investing in our common stock under the caption “Risk Factors” beginning on page S-4 of the Prospectus Supplement, as well as those described in our most recent Annual Report on Form 10-K, any Quarterly Reports on Form 10-Q filed after such Annual Report on Form 10-K and in other information that we file from time to time with the SEC.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Supplement, the Prospectus Supplement or the accompanying Base Prospectus. Any representation to the contrary is a criminal offense.
| BTIG | Citizens Capital Markets | Goldman Sachs & Co. LLC | |||||||||||||||
| Jones | J.P. Morgan | Keefe, Bruyette & Woods A Stifel Company | |||||||||||||||
Morgan Stanley | RBC Capital Markets | UBS Investment Bank | |||||||||||||||
| Wells Fargo Securities | |||||||||||||||||
Supplement dated April 28, 2026 to Prospectus Supplement dated January 27, 2026.
FAQ
Which firms were added as Sales Agents for Dynex Capital's ATM program?
Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC were added as Sales Agents. The amendment adding them became effective on April 28, 2026, per the Supplement text.
What was Dynex Capital's last reported NYSE sale price?
The last reported sale price on the NYSE was $13.79 per share on April 27, 2026. The Supplement includes this market quote as reference information for the registered offering.