DYNEX CAPITAL, INC. (NYSE:DX) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

On March31, 2017, Dynex Capital, Inc., a Virginia corporation
(the Company), entered into an amended and restated equity
distribution agreement (the Equity Distribution Agreement) with
JMP Securities LLC (the Agent) to which the Company may offer and
sell up to 7,416,520 shares of common stock, par value $0.01 per
share, of the Company (the Common Stock) from time to time
through the Agent, as the Companys sales agent under the Equity
Distribution Agreement. Sales of shares of the Common Stock, if
any, under the Equity Distribution Agreement may be made in sales
deemed to be at the market offerings as defined in Rule415(a)(4)
under the Securities Act of 1933, as amended, including sales
made directly on or through the New York Stock Exchange or on any
other existing trading market for the Common Stock, in negotiated
transactions at market prices prevailing at the time of sale or
at prices related to such prevailing market prices or by any
other method permitted by law.

The Agent is entitled to compensation of up to two percent
(2.0%)of the gross sales price per share for any shares of the
Common Stock sold by the Agent under the Equity Distribution
Agreement. The Equity Distribution Agreement contains various
representations, warranties and agreements by the Company and the
Agent, conditions to closing, indemnification rights and
obligations of the parties and termination provisions.

From time to time, in the ordinary course of business, the Agent
and its affiliates have provided, and in the future the Agent and
its affiliates may provide, investment banking services to the
Company and have received or may receive fees from the Company
for the rendering of such services.

The foregoing description of the Equity Distribution Agreement is
not complete and is qualified in its entirety by reference to the
full text of such agreement, a copy of which is filed herewith as
Exhibit 10.34 to this Current Report on Form 8-K and is
incorporated herein by reference. In connection with the filing
of the Equity Distribution Agreement, the Company is filing as
(i)Exhibit 5.1 to this Current Report on Form 8-K an opinion of
Troutman Sanders LLP with respect to the legality of the shares
of Common Stock to be sold under the Equity Distribution
Agreement and (iii)Exhibit 8.1 to this Current Report on Form 8-K
an opinion of Troutman Sanders LLP with respect to certain tax
matters.

(d) Exhibits.

About DYNEX CAPITAL, INC. (NYSE:DX)

Dynex Capital, Inc. is an internally managed mortgage real estate investment trust, which invests in residential and commercial mortgage securities on a leveraged basis. The Company’s objective is to provide attractive risk-adjusted returns to its shareholders over the long term that is reflective of a leveraged fixed income portfolio with a focus on capital preservation. It seeks to provide returns to its shareholders through regular quarterly dividends and through capital appreciation. It invests in Agency and non-Agency mortgage-backed securities (MBS). MBS consists of residential MBS (RMBS), commercial MBS (CMBS) and CMBS interest-only securities. Agency MBS have a guaranty of principal payment by an agency of the United States Government or a government-sponsored entity (GSE), such as Fannie Mae and Freddie Mac. Its primary source of income is net interest income, which is the excess of the interest income earned on its investments over the cost of financing these investments.

DYNEX CAPITAL, INC. (NYSE:DX) Recent Trading Information

DYNEX CAPITAL, INC. (NYSE:DX) closed its last trading session 00.00 at 6.91 with 779,989 shares trading hands.