Form 8-A12B DYNEX CAPITAL INC
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DYNEX CAPITAL, INC.
(Exact name of registrant as specified in its charter)
| Virginia | 52-1549373 | ||||
| (State of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
140 Eastshore Drive, Suite 100 Glen Allen, Virginia | 23059-5755 | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered | Name of each exchange on which each class is to be registered | |||||||
| 9.375% Series D Fixed-Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share | New York Stock Exchange | |||||||
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨
Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-289004
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant’s Securities to be Registered.
The description of the 9.375% Series D Fixed-Rate Cumulative Redeemable Preferred Stock (the “Series D Preferred Stock”), par value $0.01 per share and liquidation value $25.00 per share, of Dynex Capital, Inc. (“Dynex” or the “Registrant”) to be registered hereunder is contained under the heading “Description of the Series D Preferred Stock” in the Registrant’s prospectus supplement dated September 22, 2026, as filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b), and under “Description of our Preferred Stock” in the accompanying base prospectus that constitutes a part of the Registrant’s Shelf Registration Statement on Form S-3 (File No. 333-289004), which became automatically effective upon filing with the SEC on July 28, 2025, which descriptions are incorporated herein by reference.
Item 2. Exhibits.
| Exhibit No. | Description | ||||
| 3.1 | |||||
| 3.2 | |||||
| 3.3 | |||||
| 3.4 | |||||
| 3.5 | |||||
| 4.1 | |||||
| 4.2 | |||||
| 4.3 | |||||
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| DYNEX CAPITAL, INC. | |||||||||||
| /s/ Michael A. Angelo | |||||||||||
| By: | Michael A. Angelo | ||||||||||
| Chief Legal Officer and Corporate Secretary | |||||||||||
| Date: September 29, 2026 | |||||||||||
ATTACHMENTS / EXHIBITS
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