Statement of Policy Regarding Trading in Company Securities

Dynex Capital, Inc. (the “Company”) has a strict policy against insider trading violations that applies to all directors, officers and other employees. This policy statement assists directors, officers and other employees in complying with the federal securities laws (the “Insider Trading Policy”).

It is a violation of the federal securities laws for an individual to purchase or sell securities while aware of material nonpublic (or “inside”) information or to disclose material nonpublic information to others (“tippees”) who then trade. Insider trading violations are pursued vigorously by the Securities and Exchange Commission (“SEC”) and the Department of Justice and can be punished severely. The federal securities laws also impose potential liability on companies and other “controlling persons” (discussed below) if they fail to take reasonable steps to prevent prohibited insider trading by company personnel.

The consequences of an insider trading violation can be severe:

Trading and Tipping. Persons (or their tippees) who trade on material nonpublic information are subject to the following penalties:

•a civil penalty of up to three times the profit gained or loss avoided;

•a criminal fine of up to $5,000,000 (no matter how small the profit); and

•a jail term of up to 20 years.

A person who tips information to a tippee is subject to the same penalties as the tippee.

Controlling Persons. The Company and its supervisory personnel, if they fail to take appropriate steps to prevent prohibited insider trading, are subject to the following penalties:

•a civil penalty of up to $1,000,000 or, if greater, three times the profit gained or loss avoided as a result of the Company insider’s violation; and

•a criminal fine of up to $25,000,000.

Company-Imposed Sanctions. The Company takes its commitment to compliance seriously. Independent of any governmental action or penalty, an employee who violates the Insider Trading Policy may be subject to Company-imposed sanctions, including dismissal for cause, whether or not the failure to comply with the Insider Trading Policy results in a violation of law.

The Insider Trading Policy applies to all members of the Company’s Board of Directors and all officers and other employees of the Company and its subsidiaries. The Company, through the Chief Financial Officer, may also determine that other persons are subject to the Insider Trading Policy, such as contractors or consultants who have access to the Company’s material nonpublic information. The Insider Trading Policy also applies to family members and other members of the household of a person who is subject to the Insider Trading Policy, and entities that are controlled or influenced by a person who is subject to the Insider Trading Policy, as described further below.

Transactions by Family Members and Members of Your Household. The Insider Trading Policy applies to your family members who reside with you, anyone else who lives in your household, and any family members who do not live in your household but whose transactions in Company securities are directed by you or are subject to your influence or control (such as parents or children who consult with you before they engage in a transaction in Company securities). You are responsible for the transactions of these other persons and, therefore, should make them aware of the need to check with you before they engage in any transaction in the Company’s securities.

Transactions by Entities that You Influence or Control. The Insider Trading Policy applies to any entities that you influence or control, including any corporations, partnerships or trusts (collectively referred to as “Controlled Entities”). Transactions by these Controlled Entities should be treated for the purposes of the Insider Trading Policy and applicable securities laws as if they were for your own account.

The Insider Trading Policy applies to transactions in the Company’s securities, including the Company’s common stock, preferred stock and any other type of securities that the Company may issue, including without limitation options to purchase the Company’s stock, convertible debentures and warrants.

The Insider Trading Policy provides exceptions for certain transactions that do not raise concerns about violating federal securities laws. Those transactions are specifically identified below under the headings “Transactions Under Company Plans,” “Gifts” and “Rule 10b5-1 Trading Plans.”

No director, officer or other employee who is aware of material nonpublic information relating to the Company may, directly or through family members or other persons or entities, engage in transactions in the securities of the Company, except as otherwise specified below under the headings “Transactions Under Company Plans,” “Gifts” and “Rule 10b5-1 Trading Plans.”

No director, officer or other employee who is aware of material nonpublic information relating to the Company may engage in any other action to take personal advantage of that information or pass that information on to others outside the Company, including family and friends.

If a director, officer or other employee learns, in the course of working for the Company, of material nonpublic information about another company with which the Company does business (including a counterparty or supplier of the Company), the individual may not engage in any transaction in that other company’s securities until the information becomes public or is no longer material and may not pass that information on to others outside the Company, including family and friends.

Transactions that a person may feel to be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) are not excepted from the Insider Trading Policy. The federal securities laws do not recognize such mitigating circumstances.

Material Information. Material information is any information that a reasonable investor would consider important in making a decision to buy, hold or sell securities. Any information that could be expected to affect the Company’s stock price, whether it is positive or negative, should be considered material. Some examples of information that ordinarily would be regarded as material are:

•projections of future earnings or losses, or other earnings guidance;

•earnings that are inconsistent with the consensus expectations of the investment community;

•significant changes to the Company’s investment portfolio or investment strategy;

•a pending or proposed merger, acquisition or tender offer;

•a pending or proposed acquisition or disposition of a significant asset;

•a change in dividend policy or the declaration of a stock split;

•a pending or proposed offering of additional securities;

•a pending or proposed joint venture;

•pending or threatened significant litigation or the resolution of such litigation;

•bank borrowings or other financing transactions out of the ordinary course of business;

•a change in management;

•a significant cybersecurity incident; and

•impending bankruptcy or the existence of severe liquidity problems.

When Information is “Public”. Information should not be considered public until it has been disclosed broadly to the marketplace (generally through an SEC filing or press release) and the investing public has had time to absorb the information fully. As a general rule, information should not be considered fully absorbed by the marketplace until one full trading day has elapsed since the information was released. If, for example, the Company makes a material announcement on a Monday after trading begins, you should not purchase or sell the Company’s securities until Wednesday. If an announcement is made on a Friday after trading begins, Tuesday generally would be the first eligible trading day for a purchase or sale.

If you have any question as to whether information should be considered material or publicly available, please err on the side of caution and direct an inquiry to the Chief Financial Officer.

Disclosure of Information to Others. The Company is required under Regulation FD of the federal securities laws to avoid the selective disclosure of material nonpublic information. The Company has established procedures for releasing material information to the public. You may not disclose the Company’s material nonpublic information to anyone outside the Company, including family members and friends, or discuss such information through online social media, a blog, or any similar Internet-based forum, other than in accordance with the Company’s procedures. Even within the Company, material nonpublic information should not be shared with or accessed by any person who does not need that information as part of his or her Company responsibilities or job function.

Transactions Under Company Plans. The Insider Trading Policy does not apply to the following transactions under Company plans, except as specifically noted below:

Stock Option Exercises and Exercises of Stock Appreciation Rights. The Insider Trading Policy does not apply to the exercise of a director or employee stock option or stock appreciation right granted under any Company stock incentive plan, or to the exercise of a tax withholding right pursuant to which you elect to have the Company withhold shares subject to an option or stock appreciation right to satisfy tax withholding requirements. The Insider Trading Policy (including the restrictions set forth below under the headings “Pre-Clearance Procedures” and “Blackout Periods,” if applicable) does apply, however, to any sale of stock as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option. The Insider Trading Policy (including the restrictions set forth below under the headings “Pre-Clearance Procedures” and “Blackout Periods,” if applicable) also applies to any market sale of stock received upon exercise of an option or stock appreciation right.

Restricted Stock Awards. The Insider Trading Policy does not apply to the vesting of restricted stock granted under any Company stock incentive plan, or to the exercise of a tax withholding right pursuant to which you elect to have the Company withhold shares subject

to an award to satisfy tax withholding requirements upon the vesting of any restricted stock. The Insider Trading Policy (including the restrictions set forth below under the headings “Pre-Clearance Procedures” and “Blackout Periods,” if applicable) does apply, however, to any market sale of previously restricted stock.

401(k) Plan. The Insider Trading Policy does not apply to automatic purchases of Company stock in the 401(k) plan resulting from your periodic contribution of money to the plan pursuant to a deduction election or pursuant to periodic reinvestment of cash dividends allocated to the Company stock fund. The Insider Trading Policy (including the restrictions set forth below under the headings “Pre-Clearance Procedures” and “Blackout Periods,” if applicable) does apply, however, to certain elections you may make under the 401(k) plan, including (a) an election to increase or decrease the percentage of your periodic contributions that will be allocated to the Company stock fund, (b) an election to make an intra-plan transfer of an existing account balance into or out of the Company stock fund, (c) an election to participate in the reinvestment of cash dividends allocated to the Company stock fund, if such reinvestment is offered under the 401(k) plan on an elective basis, (d) an election to change the level of cash dividend reinvestment or to cease participating in the reinvestment of cash dividends allocated to the Company stock fund, if such reinvestment is offered under the 401(k) plan on an elective basis, (e) an election to borrow money against your 401(k) plan account if the loan will result in a liquidation of some or all of your Company stock fund balance, and (f) an election to pre-pay a plan loan if the pre-payment will result in allocation of loan proceeds to the Company stock fund.

Employee Stock Purchase Plan. The Insider Trading Policy does not apply to automatic purchases of Company stock in an employee stock purchase plan, if one is implemented, resulting from the periodic contribution of money to the plan pursuant to the election made at the time of enrollment in the plan. The Insider Trading Policy also does not apply to purchases of Company stock resulting from lump-sum contributions to the plan, provided that you elected to participate by lump-sum payment at the beginning of the applicable enrollment period. The Insider Trading Policy (including the restrictions set forth below under the headings “Pre-Clearance Procedures” and “Blackout Periods,” if applicable) does apply, however, to your election to participate in the plan for any enrollment period (either through periodic contributions or lump-sum contributions), and to your sales of Company stock purchased pursuant to the plan.

Dividend Reinvestment Plan. The Insider Trading Policy does not apply to automatic purchases of Company stock under the Company’s dividend reinvestment plan or under a broker-provided dividend reinvestment plan resulting from your reinvestment of dividends paid on Company securities. The Insider Trading Policy (including the restrictions set forth below under the headings “Pre-Clearance Procedures” and “Blackout Periods,” if applicable) does apply, however, to voluntary purchases of Company stock resulting from additional contributions you choose to make to such a plan, and to your election to participate in such a plan or to increase your level of participation in such a plan. The Insider Trading Policy (including the restrictions set forth below under the headings “Pre-Clearance Procedures” and

“Blackout Periods,” if applicable) also applies to your sale of any Company stock purchased pursuant to such a plan.

Gifts. The Insider Trading Policy does not apply to bona fide gifts of securities (including contributions to a trust and similar transfers) except as specifically noted in this section. In the case of charitable donations of securities, the recipient often intends to sell the donated securities upon or shortly after receipt of the donation. As a result, the Insider Trading Policy does apply to all charitable donations of Company securities and, accordingly, no director, officer or other employee may make a charitable donation of Company securities while in possession of material nonpublic information relating to the Company. In addition, a Designated Insider who is subject to the restrictions set forth below under the headings “Pre-Clearance Procedures” and “Blackout Periods” may not make a charitable donation of Company securities during a quarterly or event-specific blackout period and is encouraged to follow the pre-clearance procedures for any charitable donations outside of the blackout periods, all as set forth below.

Rule 10b5-1 Trading Plans. The SEC adopted Rule 10b5-1 to assist insiders of public companies in carrying out personal trading programs with reduced risk of violating insider trading laws. SEC Rule 10b5-1 permits directors, officers and other employees to implement written plans to purchase or sell Company securities even when in possession of material nonpublic information, provided the plan meets the conditions described below. The Rule 10b5-1 trading plan must specify the dates, prices and amounts of the contemplated trades or establish a formula for determining the dates, prices and amounts.

Rule 10b5-1 requires:

    a. Company Approval. The Chief Financial Officer must review and approve any such Rule 10b5-1 trading plan (“Trading Plan”) prior to its effectiveness, as well as any proposed modifications to a Trading Plan prior to the effectiveness of any such modification. Anyone seeking to establish a Trading Plan should contact the Chief Financial Officer at least two weeks prior to the proposed effective date of the Trading Plan. The acceptance by the Chief Financial Officer of a Trading Plan does not, however, mean that it automatically meets the requirements of Rule 10b5-1 or that persons adopting such Trading Plans will be insulated from insider trading liability; it is the responsibility of the individual to ensure compliance with insider trading laws and regulations, including Rule 10b5-1;

    b. Adoption. At the time of adoption, the director, officer or employee who is initiating the plan may not be aware of any material nonpublic information about the Company or its securities and must adopt the Trading Plan in good faith and not as part of a plan or scheme to evade the prohibitions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The relevant director, officer or employee must personally certify, through the Trading Plan, as such;

    c. No Subsequent Influence. The Trading Plan must (1) specify the amount of securities to be purchased or sold and the price at which and the date on which the securities are to be purchased or sold, (2) include a written formula or algorithm, or computer program, for determining the amount of securities to be purchased or sold and the price at which and the date on which the securities are to be purchased or sold or (3) not permit the Company’s director, officer or employee who is initiating the plan to exercise any subsequent influence over how, when or whether to effect purchases or sales and, in addition, any other person who, pursuant to the contract, instruction or plan did exercise such influence, must not have been aware of material nonpublic information when doing so;

    d. Single Trade Plans. The Trading Plan meets the twelve-month limitation on single transaction plans set forth in Rule 10b5-1, subject to certain exceptions (i.e., to permit sell-to-cover plans);

    e. Duration. The Trading Plan has a minimum duration of six months and maximum duration of 18 months;

    f. One Plan at a Time. No one may adopt more than one Trading Plan at a time, except as specifically permitted by Rule 10b5-1; and

    g. Cooling-Off Period. When establishing or amending a Trading Plan by director or officer, no purchases or sales pursuant to a plan may occur until the expiration of a cooling-off period ending on the later of 90 days after the adoption or modification of the plan, and two business days following the disclosure of the Company’s financial results on a Form 10-Q or Form 10-K for the completed fiscal quarter in which the plan was adopted or modified; provided, however, that in no event shall the required cooling-off period exceed 120 days. When establishing or amending a Trading Plan by all other persons other than directors or officers, no purchases or sales may occur until the expiration of a cooling off period that is 30 days after the adoption or modification of the Trading Plan. An amendment or change to a Trading Plan that is treated as a termination of such plan and adoption of a new plan under Rule 10b5-1 shall be treated similarly for purposes of these requirements (including with respect to cooling-off periods). Furthermore, Trading Plans cannot be entered into or amended during an applicable quarterly or event-specific blackout period.

Once the Trading Plan is properly established in accordance with this section, transactions effected pursuant to such plan are excepted from the Insider Trading Policy. For the avoidance of doubt, this means that such transactions may occur during a quarterly or event-specific blackout period and are not subject to further pre-clearance at the time of the transaction.

Although Trading Plans may help insiders avoid trading on the basis of material nonpublic information, they do not eliminate the requirements and prohibitions contained in other relevant securities laws. Any trading plan must comply with the Section 16 reporting requirements and short-swing liability rules under the Exchange Act .

In addition to prohibiting both intentional and unintentional violations of the federal securities laws, the Insider Trading Policy also prohibits certain transactions that the Company considers to be improper and inappropriate. It is the policy of the Company that no director, officer or other employee may engage in the following transactions, except as specifically noted below:

Short Sales. You may not engage in short sales. Short sales of the Company’s securities reflect an expectation that the securities will decline in value, and therefore signal to the market that the seller has no confidence in the Company or its short-term prospects. In addition, short sales may reduce the seller’s incentive to improve the Company’s performance. For these reasons, short sales of the Company’s securities are prohibited by the Insider Trading Policy. In addition, Section 16(c) of the Exchange Act prohibits officers and directors from engaging in short sales.

Publicly Traded Derivative Securities. You may not engage in transactions in options, puts, calls or other derivative securities relating to the Company’s stock (other than the exercise of options or other awards granted under a Company stock incentive plan). A transaction in options is, in effect, a bet on the short-term movement of the Company’s stock and therefore creates the appearance that you are trading based on material nonpublic information. Transactions in options also may focus your attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, transactions in puts, calls or other derivative securities, on an exchange or in any other organized market, are prohibited by the Insider Trading Policy.

Hedging Transactions. You may not engage in hedging transactions involving Company securities. Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow a holder to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the holder to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the holder may no longer have the same objectives as the Company’s other shareholders. Accordingly, hedging transactions are prohibited by the Insider Trading Policy.

Margin Accounts and Pledges. Securities held in a margin account may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material nonpublic information or otherwise is not permitted to engage in any transaction in Company securities, the Insider Trading Policy prohibits all members of the Company’s Board of Directors and all officers and other employees from holding Company securities in a margin account. In addition, the Insider Trading Policy prohibits

members of the Company’s Board of Directors, and all officers and other employees from pledging Company securities as collateral for a loan.

Personal Responsibility. In all cases, the responsibility for determining whether an individual is in possession of material nonpublic information rests with that individual. Any action on the part of the Company, the Chief Financial Officer or any other employee or director pursuant to the Insider Trading Policy does not constitute legal, tax or investment advice and does not insulate an individual from liability under federal securities laws.

Company Assistance. If you have any questions about the Insider Trading Policy or its application to any proposed transaction, please seek additional guidance from the Chief Financial Officer.

Certifications. All directors, officers and other employees must annually certify their understanding of and intent to comply with the Insider Trading Policy. For individuals subject to the restrictions set forth below under the headings “Pre-Clearance Procedures” and “Blackout Periods,” the certification also covers compliance with those additional procedures.

Post-Termination Transactions. The Insider Trading Policy continues to apply to transactions in Company securities even after termination of service to the Company. A director, officer or other employee who is aware of material nonpublic information when he or she terminates service may not purchase or sell Company securities until that information has become public or is no longer material. In addition, an individual who is subject to the restrictions set forth below under the headings “Pre-Clearance Procedures” and “Blackout Periods” at the time of his or her termination will remain subject to those additional procedures with regard to transactions in Company securities until the expiration of any blackout period that is applicable to him or her at the time of termination of service.

Twenty-Twenty Hindsight. Remember, anyone scrutinizing your transactions will be doing so after the fact, with the benefit of hindsight. As a practical matter, before engaging in any transaction, you should carefully consider how enforcement authorities and others might view the transaction in hindsight.

To prevent violations of the federal securities laws and to avoid even the appearance of trading on material nonpublic information, the Insider Trading Policy imposes additional restrictions on certain individuals. The following provisions apply only to the Designated Insiders, except as specifically noted below:

Pre-Clearance Procedures. The Company recommends that Designated Insiders, together with their family members, other members of their households and any Controlled

Entities, not engage in any transaction in the Company’s securities (including making a gift) without first obtaining pre-clearance of the transaction from the Chief Financial Officer. A request for pre-clearance should be submitted to the Chief Financial Officer at least two business days in advance of the proposed transaction. The Chief Financial Officer is under no obligation to approve a transaction submitted for pre-clearance, and may determine not to permit the transaction.

As set forth above under the heading “Rule 10b5-1 Trading Plans,” a Designated Insider who wishes to implement a trading plan under SEC Rule 10b5-1 must pre-clear the plan with the Chief Financial Officer at least two weeks prior to the proposed effective date of the plan.

Quarterly Blackout Periods. Subject to the next sentence, Designated Insiders, together with their family members, other members of their households and any Controlled Entities, may not engage in any transaction in the Company’s securities (other than as specifically noted in the Insider Trading Policy) during the period beginning on the last business day of the Company’s fiscal quarter and ending after one full trading day following the Company’s issuance of its quarterly earnings release; provided, however, that this restriction does not apply to transactions in the Company’s securities in which the Company itself is the seller or purchaser and is not in possession of material nonpublic information, including without limitation “at the market” offerings or purchases under the Company’s repurchase program, as may be in effect from time to time. The Chief Financial Officer retains the discretion to designate any other individual as being subject to a quarterly blackout period by notifying such individual of such designation.

Event-Specific Blackout Periods. From time to time, an event may occur or may be anticipated to occur that is material to the Company and is known by only a few individuals within the Company. In addition, the Company may on occasion issue interim earnings guidance or other potentially material information by means of a press release, SEC filing or other means designed to achieve widespread dissemination of the information and may assign individuals to assemble the information to be released.

In any situation in which the Chief Financial Officer determines it to be appropriate, the Chief Financial Officer retains the discretion to designate any individual as being subject to an event-specific blackout period during which he or she may not engage in any transaction in the Company’s securities (other than as specifically noted in the Insider Trading Policy) until the information has been released and fully absorbed by the market. The Chief Financial Officer will notify any such individual of such designation, which will also apply to such individual’s family members, other members of his or her household, and any Controlled Entities. Any person made aware of the existence of an event-specific blackout period should not disclose the existence of the blackout to any other person. The failure of the Chief Financial Officer to designate a person as being subject to an event-specific blackout period will not relieve that person of the personal

obligation not to engage in any transaction while aware of material nonpublic information (other than as specifically noted in the Insider Trading Policy).

Hardship Exceptions. A Designated Insider who has an unexpected and urgent need to sell Company securities to generate cash may, in appropriate circumstances, be permitted to sell Company securities even during the quarterly blackout period. Hardship exceptions may be granted only by a consensus of the Chief Executive Officer (or if there is no Chief Executive Officer, the Chairperson of the Board of Directors) and the Chief Financial Officer. In the absence of a consensus, the Designated Insider may bring the hardship exception request to the Board of Directors. A hardship exception may be granted only if the Chief Executive Officer (or Chairperson of the Board of Directors, as applicable) and Chief Financial Officer, or the Board as the case may be, concludes that the Designated Insider does not possess material nonpublic information at the time. Under no circumstance will a hardship exception be granted during an event-specific blackout period.

Transactions by the Chief Financial Officer. If the Chief Financial Officer desires to engage in any transaction subject to the Insider Trading Policy, the Chief Financial Officer will follow all policies and procedures as outlined herein. Where such transaction requires guidance or approval, the Chief Financial Officer will seek guidance from or submit such transaction for approval to the Chief Executive Officer or President, or in the absence of such, to the Chairperson of the Board of Directors.

Exceptions. The Company has determined that certain transactions specifically identified in the Insider Trading Policy do not raise concerns about violating federal securities laws and has excepted such transactions from the Insider Trading Policy. The additional procedures set forth above under the headings “Pre-Clearance Procedures” and “Blackout Periods” do not apply to those transactions to which the Insider Trading Policy does not apply.

I certify that:

1.    I have read and understand the Company’s Statement of Policy Regarding Trading in Company Securities dated [●]2023 (the “Insider Trading Policy”). I understand that the Chief Financial Officer is available to answer any questions I have regarding the Insider Trading Policy.

2.    I understand that the Insider Trading Policy applies to my family members who reside with me, anyone else who lives in my household, and any family members who do not live in my household but whose transactions in Company securities are directed by me or are subject to my influence or control and that I am responsible for the transactions of these other persons. I understand that the Insider Trading Policy applies to entities subject to my influence or control and that I should treat transactions by these entities as if they were for my own account.

3.    For such time as I have been an employee or director of the Company through the date hereof, I have complied with the Company’s previously stated policies regarding insider trading and the SEC rules and regulations regarding insider trading.

4.    I will comply with the Insider Trading Policy for as long as I am subject to the policy.

5.    I understand that failure to comply with the Insider Trading Policy may subject me to Company-imposed sanctions, including dismissal for cause, whether or not the failure to comply results in a violation of law.

Signature:                                    

Printed Name:                                    

Date: