Dynex Capital Inc.
07/29/2025 | Press release | Distributed by Public on 07/29/2025 14:25
Material Agreement (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement.
On July 29, 2025, Dynex Capital, Inc. (the "Company"), entered into amendment no. 7 ("Amendment No. 7") to the distribution agreement, dated June 29, 2018, as amended on May 31, 2019, August 3, 2021, June 3, 2022, February 10, 2023, October 29, 2024, and May 1, 2025 (the "Agreement" and, as amended by Amendment No. 7, the "Amended Agreement"), by and among the Company, on the one hand, and BTIG, LLC, Citizens JMP Securities, LLC, Janney Montgomery Scott LLC, JonesTrading Institutional Services LLC, J.P. Morgan Securities LLC, Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC, UBS Securities LLC, and Wells Fargo Securities, LLC (collectively the "Sales Agents" and each individually a "Sales Agent"), on the other hand, pursuant to which shares of the Company's common stock, par value $0.01 per share ("Common Stock"), may be offered and sold through the Sales Agents in transactions that are deemed to be "at the market offerings" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended.
Amendment No. 7 increases the number of shares of Common Stock available for sale under the Agreement by 61,939,730 shares of Common Stock to 161,292,973 shares of Common Stock, 75,000,000 shares of which remain available for issuance (the "Shares").
The Shares will be issued pursuant to the Company's Registration Statement on Form S-3 (File No. 333-289004). The Company filed a prospectus supplement, dated July 29, 2025 to the prospectus, dated July 28, 2025, with the Securities and Exchange Commission in connection with the offer and sale of the Shares from time to time pursuant to the Amended Agreement.
The Sales Agents and their affiliates have provided, and may in the future provide, investment banking, brokerage, and other services to the Company in the ordinary course of business, and the Company paid, and expects to pay, customary fees and commissions for their services, respectively.
The foregoing summary does not purport to be a complete description of the Amended Agreement and is qualified in its entirety by reference to the full text of Amendment No. 7, which is attached as Exhibit 10.1 hereto and incorporated by reference herein.
In connection with the filing of Amendment No. 7, 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.
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