Dynex Capital, Inc. has closed a public offering of 9.375% Series D Fixed-Rate Cumulative Redeemable Preferred Stock. The company entered into an underwriting agreement on September 22, 2026, with a syndicate of eight major investment banks, including Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC, UBS Securities LLC, Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, and Keefe, Bruyette & Woods, Inc.
Under the terms of the agreement, Dynex agreed to issue and sell 4,800,000 shares of the Series D Preferred Stock. The shares have a par value of $0.01 per share and a liquidation preference of $25.00 per share. The offering also included a 30-day option for the underwriters to purchase an additional 720,000 shares on the same terms. The company closed the offering on September 29, 2026.
The preferred stock is cumulative and pays a fixed annual dividend rate of 9.375% on the liquidation preference, equating to $2.34375 per share per year. Dividends are payable quarterly on January 15, April 15, July 15, and October 15 of each year, with the first dividend period commencing January 15, 2027. The shares rank senior to all common stock and other equity securities, except for specific classes or series designated to rank on parity with the Series D Preferred Stock.
The Series D Preferred Stock is not redeemable prior to October 15, 2031, except upon a Change of Control or to preserve the company's status as a real estate investment trust (REIT) or the tax status of real estate mortgage investment conduits (REMICs). After that date, the company may redeem the shares at $25.00 per share plus any accumulated dividends. Holders of the Series D Preferred Stock generally have no voting rights, except that if dividends are in arrears for six or more quarterly periods, the holders gain the right to vote for the election of two additional directors.
In connection with the offering, Dynex filed Articles of Amendment with the Virginia State Corporation Commission, which became effective on September 29, 2026. The amendment designates 5,520,000 shares of authorized but unissued preferred stock as Series D Preferred Stock. The company filed an opinion from Morrison & Foerster LLP regarding the legality of the shares and tax matters as exhibits to the filing.
