Filed Pursuant to Rule 424(b)(5)
Registration No. 333-222354
PROSPECTUS SUPPLEMENT
(To Prospectus dated June 28, 2018)
Dynex Capital, Inc.
Up to $50,000,000
7.625%
Series B Cumulative Redeemable Preferred Stock
6.900% Series C
Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
We have entered
into an amendment no. 2, dated August 4, 2020, to our equity distribution agreement, dated November 21, 2016, as amended, with Ladenburg Thalmann & Co. Inc. and JonesTrading Institutional Services LLC relating to shares of our 7.625%
Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share, which we refer to in this prospectus supplement as our Series B Preferred Stock, and our 6.900% Series C
Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, which we refer to in this prospectus supplement as our Series C Preferred Stock,
which are being offered by this prospectus supplement and the accompanying base prospectus, which we refer to together as the prospectus. We refer to our Series B Preferred Stock and our Series C Preferred Stock offered under this prospectus,
collectively, as the Offered Stock, and to each of Ladenburg Thalmann & Co. Inc. and JonesTrading Institutional Services LLC as an Agent and, together, the Agents. In accordance with the terms of the equity distribution agreement, as
amended, we may offer and sell shares of the Offered Stock having an aggregate offering price of up to $50,000,000 from time to time through the Agents on or after August 4, 2020.
Our Series B Preferred Stock is listed on the New York Stock Exchange, or the NYSE, under the symbol DXPrB. The last reported sale
price of our Series B Preferred Stock on the NYSE on August 3, 2020, was $24.12 per share. Our Series C Preferred Stock is listed on the NYSE under the symbol DXPrC. The last reported sale price of our Series C Preferred Stock on the
NYSE on August 3, 2020, was $22.75 per share.
We will pay cumulative dividends on our Series B Preferred Stock in the amount of
$1.90625 per share each year, which is equivalent to the rate of 7.625% of the $25.00 liquidation preference per share. Dividends on our Series B Preferred Stock sold in this offering will be payable quarterly in arrears on January 15,
April 15, July 15 and October 15 of each year to holders of record on the applicable record date. We will pay cumulative dividends on our Series C Preferred Stock in the amount of $1.72500 per share each year, which is equivalent to
the rate of 6.900% of the $25.00 liquidation preference per share. Dividends on our Series C Preferred Stock sold in this offering will be payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year
to holders of record on the applicable record date (i) from, and including, the date of original issuance to, but excluding, April 15, 2025, at a fixed rate equal to 6.900% of the $25.00 liquidation preference per share of the Series C
Preferred Stock per annum and (ii) from and including April 15, 2025, at a floating rate equal to three-month LIBOR plus a spread of 5.461% per annum of the $25.00 liquidation preference per share of the Series C Preferred Stock per annum.
The Offered Stock has no maturity and will remain outstanding indefinitely unless redeemed or otherwise repurchased or converted into
common stock pursuant to the terms of the Offered Stock. At any time and from time to time the Series B Preferred Stock will be redeemable in whole, or in part, at our option, at a cash redemption price of $25.00 per share, plus any accumulated and
unpaid dividends (whether or not declared) to, but not including, the redemption date. Except under circumstances intended to preserve our qualification as a real estate investment trust (REIT), for federal income tax purposes, or, in
accordance with our articles of incorporation, to avoid penalty taxes in respect of, or protect the tax status of, any real estate mortgage investment conduit (REMIC) in which we have or plan to take an interest, the Series C Preferred
Stock is not redeemable prior to April 15, 2025. On or after April 15, 2025, at any time and from time to time the Series C Preferred Stock will be redeemable in whole, or in part, at our option, at a cash redemption price of $25.00
per share, plus any accumulated and unpaid dividends (whether or not declared) to, but not including, the redemption date.
In addition,
upon the occurrence of a Change of Control (as defined herein), we may, subject to certain conditions, at our option, redeem either or both series of Offered Stock, in whole or in part and within 120 days after the first date on which such Change of
Control occurred by paying the liquidation preference of $25.00 per share plus any accumulated and unpaid dividends to, but not including, the redemption date. If we exercise any of our redemption rights with respect to shares of Offered Stock, the
holders of Offered Stock will not have the conversion rights described below with respect to those shares.