dx-20210803

(Exact name of registrant as specified in its charter)

Virginia

1-9819

52-1549373

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

4991 Lake Brook Drive, Suite 100

Glen Allen, Virginia

23060-9245

(Address of principal executive offices)

(Zip Code)

(804)

217-5800

(Registrant’s telephone number, including area code)

Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

New York Stock Exchange

6.900% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock,
par value $0.01 per share

DXPRC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

On August 3, 2021, Dynex Capital, Inc. (the “Company”), entered into amendment no. 2 (“Amendment No. 2”) to the distribution agreement, dated June 29, 2018, as amended (the “Agreement” and as amended by Amendment No. 2, the “Amended Agreement”) by and among the Company, J.P. Morgan Securities LLC, JMP Securities LLC, JonesTrading Institutional Services LLC and BTIG, LLC (collectively the “Sales Agents” and each individually a “Sales Agent”).

Amendment No. 2 (i) modifies the Agreement to reflect the effectiveness of a new registration statement on Form S-3 (file no. 333-257318) of the Company, (ii) modifies the parties to the Agreement to include BTIG, LLC to the Agreement, as an additional Sales Agent, and (iii) increase the number of shares of the Company's common stock available for sale under the Agreement by 7,000,000 shares.

The foregoing summary does not purport to be a complete description and is qualified in its entirety by reference to the full text of Amendment No. 2, which is attached as Exhibit 10.1 hereto.

In connection with the filing of Amendment No. 2, the Company is filing as Exhibit 5.1 hereto an opinion of its counsel, Mayer Brown LLP, with respect to the legality of the shares.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



		DYNEX CAPITAL, INC.


Date:	August 3, 2021	By:	/s/ Stephen J. Benedetti
			Stephen J. Benedetti
			Executive Vice President, Chief Financial Officer and Chief Operating Officer


Exhibit No.						Description
5.1						Opinion of Mayer Brown LLP with respect to the legality of common stock.
10.1						Amendment No. 2 to the Distribution Agreement, dated August 3, 2021, to the Distribution Agreement by and among Dynex Capital, Inc., J.P. Morgan Securities LLC, JMP Securities LLC, JonesTrading Institutional Services LLC and BTIG, LLC.
23.1						Consent of Mayer Brown LLP (included in Exhibit 5.1).
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)