Exhibit 10.1

DYNEX CAPITAL, INC.

AMENDMENT NO. 6 TO

DISTRIBUTION AGREEMENT

May 1, 2025

BTIG, LLC 65 East 55th Street New York, NY 10022			J.P. Morgan Securities LLC 383 Madison Avenue New York, NY 10179
Citizens JMP Securities, LLC 600 Montgomery Street Suite 1100 San Francisco, CA 94111			RBC Capital Markets, LLC 200 Vesey Street Three World Financial Center, 8th Floor New York, NY 10281
Janney Montgomery Scott LLC 1717 Arch Street Philadelphia, PA 19103			UBS Securities LLC 11 Madison Avenue New York, NY 10010
Keefe, Bruyette & Woods, Inc. 787 Seventh Avenue, 4th Floor New York, NY 10019			Wells Fargo Securities, LLC 500 West 33rd Street, 14th Floor New York, NY 10001
JonesTrading Institutional Services LLC 325 Hudson St., 6th Floor New York, NY 10013

Ladies and Gentlemen:

Reference is made to the Distribution Agreement, dated June 29, 2018, as amended on May 31, 2019, August 3, 2021, June 3, 2022, February 10, 2023 and October 29, 2024 (the “Distribution Agreement”), by and among Dynex Capital, Inc., a Virginia corporation (the “Company”), J.P. Morgan Securities LLC, Citizens JMP Securities, LLC, JonesTrading Institutional Services LLC, BTIG, LLC, Janney Montgomery Scott LLC, Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC (collectively, the “Agents”), pursuant to which the Company agreed, in its sole discretion, to issue and sell, from time to time, through the Agents, as agent and/or principal, up to an aggregate of 69,353,243 shares of common stock, par value $0.01 per share, of the Company. All capitalized terms used in this Amendment No. 6 to Distribution Agreement (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to such terms in the Distribution Agreement. The Company and the Agents hereby agree to amend the Distribution Agreement as set forth in this Amendment as follows:

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A.    Amendments to Distribution Agreement. The Distribution Agreement is amended as follows:

1.    The definition of “Maximum Number” in the first sentence of the Distribution Agreement is hereby amended to read as follows: “99,353,243 shares”.

B.    Supplement. The Company shall file a supplement to the Prospectus Supplement pursuant to Rule 424(b) of the Act reflecting the terms of this Amendment within two business days of the date hereof.

C.    No Other Amendments; References to Distribution Agreement. Except as set forth in Part A above, all the terms and provisions of the Distribution Agreement shall continue in full force and effect. All references to the Distribution Agreement in the Distribution Agreement or in any other document executed or delivered in connection therewith shall, from the date hereof, be deemed a reference to the Distribution Agreement as amended by this Amendment.

E.    Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by one party to the other may be made by facsimile or by electronic delivery of a portable document format (PDF) file (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com).

F.    Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the principles of conflicts of laws.

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If the foregoing correctly sets forth the understanding among the Company and each of the Agents, please so indicate in the space provided below for that purpose, whereupon this Amendment No. 6 to Distribution Agreement and your acceptance shall constitute a binding agreement among the Company and each of the Agents.

Very truly yours, DYNEX CAPITAL, INC. By:     /s/ Robert S. Colligan     Name:    Robert S. Colligan Title:    Executive Vice President, Chief Financial Officer and Chief Operating Officer

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Accepted and agreed to as of the date first above written: BTIG, LLC By:    /s/ Tosh Chandra     Name: Tosh Chandra     Title: Managing Director

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Accepted and agreed to as of the date first above written:

CITIZENS JMP SECURITIES, LLC

By:    /s/ Mark Timperman    

Name: Mark Timperman    

Title: Managing Director    

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Accepted and agreed to as of the date first above written:

    

JANNEY MONTGOMERY SCOTT LLC

By:    /s/ David Lau    

Name: David Lau    

Title: Managing Director, Head of Equities    

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Accepted and agreed to as of the date first above written:

JONESTRADING INSTITUTIONAL SERVICES LLC

By:    /s/ Burke Cooke    

Name: Burke Cooke    

Title: General Counsel & Secretary    

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Accepted and agreed to as of the date first above written:

KEEFE, BRUYETTE & WOODS, INC.

By:    /s/ Edward B. Conway    

Name: Edward B. Conway    

Title: Managing Director    

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Accepted and agreed to as of the date first above written:

J.P. MORGAN SECURITIES LLC

By:     /s/ Sanjeet Dewal    

Name: Sanjeet Dewal    

Title: Managing Director    

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Accepted and agreed to as of the date first above written:

RBC CAPITAL MARKETS, LLC

By:    /s/ Saurabh Monga    

Name: Saurabh Monga    

Title: Managing Director    

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Accepted and agreed to as of the date first above written:

UBS SECURITIES LLC

By:    /s/ Jesse O'Neill    

Name: Jesse O'Neill    

Title: Executive Director    

UBS SECURITIES LLC

By:    /s/ Charles Heaney    

Name: Charles Heaney    

Title: Director    

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Accepted and agreed to as of the date first above written:

WELLS FARGO SECURITIES, LLC

By:    /s/ Jamie Cohen    

Name: Jamie Cohen    

Title: Managing Director