オーキッドアイランドキャピタルの適時開示・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 19, 2025

Orchid Island Capital, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland	001-35236	27-3269228
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3305 Flamingo Drive, Vero Beach, Florida 32963

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code (772) 231-1400

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading symbol:	Name of each exchange on which registered:
Common Stock, par value $0.01 per share	ORC	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On March 19, 2025, Orchid Island Capital, Inc. (the “Company”) announced that the Board of Directors of the Company declared a dividend for the month of March 2025 of $0.12 per share of the Company’s common stock, to be paid on April 29, 2025 to holders of record on March 31, 2025, with an ex-dividend date of March 31, 2025. In addition, the Company announced certain details of its RMBS portfolio as of February 28, 2025 as well as certain other information regarding the Company. A copy of the Company’s press release announcing the dividend and the other information regarding the Company is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

Caution About Forward-Looking Statements.

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws, including, but not limited to, statements about the Company’s distributions. These forward-looking statements are based upon the Company’s present expectations, but the Company cannot assure investors that actual results will not vary from the expectations contained in the forward-looking statements. Investors should not place undue reliance upon forward looking statements. For further discussion of the factors that could affect outcomes, please refer to the “Risk Factors” section of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024. All forward-looking statements speak only as of the date on which they are made. New risks and uncertainties arise over time, and it is not possible to predict those events or how they may affect the Company. Except as required by law, the Company is not obligated to, and does not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release dated March 19, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 19, 2025		ORCHID ISLAND CAPITAL, INC.


	By:	/s/ Robert E. Cauley
		Robert E. Cauley
		Chairman and Chief Executive Officer

EX-99.1 2 ex_791590.htm EXHIBIT 99.1 ex_791590.htm

Exhibit 99.1

ORCHID ISLAND CAPITAL ANNOUNCES

MARCH 2025 MONTHLY DIVIDEND AND

FEBRUARY 28, 2025 RMBS PORTFOLIO CHARACTERISTICS

●

March 2025 Monthly Dividend of $0.12 Per Share of Common Stock

●

RMBS Portfolio Characteristics as of February 28, 2025

●

Next Dividend Announcement Expected April 9, 2025

Vero Beach, Fla., March 19, 2025 - Orchid Island Capital, Inc. (the “Company”) (NYSE: ORC) announced today that the Board of Directors of the Company declared a monthly cash dividend for the month of March 2025. The dividend of $0.12 per share will be paid April 29, 2025 to holders of record of the Company’s common stock on March 31, 2025, with an ex-dividend date of March 31, 2025. The Company plans on announcing its next common stock dividend on April 9, 2025.

The Company intends to make regular monthly cash distributions to its holders of common stock. In order to qualify as a real estate investment trust (“REIT”), the Company must distribute annually to its stockholders an amount at least equal to 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gain. The Company will be subject to income tax on taxable income that is not distributed and to an excise tax to the extent that a certain percentage of its taxable income is not distributed by specified dates. The Company has not established a minimum distribution payment level and is not assured of its ability to make distributions to stockholders in the future.

As of March 19, 2025, the Company had 105,873,628 shares of common stock outstanding. As of February 28, 2025, the Company had 98,853,628 shares of common stock outstanding. As of December 31, 2024, the Company had 82,622,464 shares of common stock outstanding.

RMBS Portfolio Characteristics

Details of the RMBS portfolio as of February 28, 2025 are presented below. These figures are preliminary and subject to change. The information contained herein is an intra-quarter update created by the Company based upon information that the Company believes is accurate:

●

RMBS Valuation Characteristics

●

RMBS Assets by Agency

●

Investment Company Act of 1940 (Whole Pool) Test Results

●

Repurchase Agreement Exposure by Counterparty

●

RMBS Risk Measures

About Orchid Island Capital, Inc.

Orchid Island Capital, Inc. is a specialty finance company that invests on a leveraged basis in Agency RMBS. Our investment strategy focuses on, and our portfolio consists of, two categories of Agency RMBS: (i) traditional pass-through Agency RMBS, such as mortgage pass-through certificates and collateralized mortgage obligations issued by Fannie Mae, Freddie Mac or Ginnie Mae, and (ii) structured Agency RMBS. The Company is managed by Bimini Advisors, LLC, a registered investment adviser with the Securities and Exchange Commission.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements include, but are not limited to, statements about the Company’s distributions. These forward-looking statements are based upon Orchid Island Capital, Inc.’s present expectations, but these statements are not guaranteed to occur. Investors should not place undue reliance upon forward-looking statements. For further discussion of the factors that could affect outcomes, please refer to the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

RMBS Valuation Characteristics
($ in thousands)
																							Realized
																				Realized			Dec 24 -
																				Feb-25			Feb-25
										Net								Weighted		CPR			CPR
										Weighted								Average		(1-Month)			(3-Month)			Modeled Interest
	Current		Fair		% of			Current		Average								Maturity		(Reported			(Reported			Rate Sensitivity (1)
Type	Face		Value		Portfolio			Price		Coupon			GWAC			Age		(Months)		in Mar)			in Mar)			(-50 BPS)			(+50 BPS)
Fixed Rate RMBS
15yr 5.0 TBA	$	200,000	$	201,031		3.17	%		100.52		5.00	%		5.85	%		7		169		n/a			n/a		$	2,583		$	(2,979	)
15yr Total		200,000		201,031		3.17	%		100.52		5.00	%		5.85	%		7		169		n/a			n/a			2,583			(2,979	)
30yr 3.0		881,599		782,764		12.34	%		88.79		3.00	%		3.48	%		48		304		6.0	%		6.4	%		23,328			(23,485	)
30yr 3.5		173,314		159,742		2.52	%		92.17		3.50	%		4.04	%		60		287		4.1	%		5.2	%		4,469			(4,503	)
30yr 4.0		520,477		489,830		7.72	%		94.11		4.00	%		4.78	%		37		319		2.9	%		3.8	%		12,148			(12,929	)
30yr 4.5		300,514		290,541		4.58	%		96.68		4.50	%		5.44	%		32		324		8.3	%		8.5	%		5,944			(6,505	)
30yr 5.0		566,664		559,269		8.81	%		98.69		5.00	%		5.94	%		27		328		6.5	%		6.4	%		10,575			(11,968	)
30yr 5.5		698,599		704,919		11.11	%		100.90		5.50	%		6.47	%		11		346		3.3	%		4.5	%		11,959			(14,282	)
30yr 6.0		1,458,465		1,495,198		23.56	%		102.52		6.00	%		6.97	%		12		344		9.2	%		8.0	%		18,565			(23,726	)
30yr 6.5		1,282,166		1,331,458		20.98	%		103.84		6.50	%		7.44	%		11		345		8.1	%		7.4	%		11,730			(15,849	)
30yr 7.0		299,681		315,040		4.97	%		105.13		7.00	%		7.94	%		16		337		17.3	%		19.6	%		2,272			(2,864	)
30yr Total		6,181,479		6,128,761		96.59	%		99.15		5.26	%		6.12	%		23		332		7.3	%		7.3	%		100,990			(116,111	)
Total Pass-Through MBS		6,381,479		6,329,792		99.76	%		99.19		5.26	%		6.12	%		22		327		7.3	%		7.3	%		103,573			(119,090	)
Structured MBS
IO 20yr 4.0		6,731		620		0.01	%		9.20		4.00	%		4.57	%		157		76		8.5	%		8.9	%		3			(4	)
IO 30yr 3.0		2,579		309		0.00	%		11.97		3.00	%		3.64	%		121		229		1.0	%		1.0	%		-			(1	)
IO 30yr 4.0		70,162		13,190		0.21	%		18.80		4.00	%		4.60	%		126		225		4.0	%		5.2	%		(238	)		143
IO 30yr 4.5		3,058		562		0.01	%		18.38		4.50	%		4.99	%		176		171		6.5	%		8.0	%		(4	)		1
IO 30yr 5.0		1,596		335		0.01	%		21.01		5.00	%		5.37	%		176		171		7.9	%		17.2	%		(5	)		3
IO Total		84,126		15,016		0.24	%		17.85		4.01	%		4.59	%		131		210		4.5	%		5.7	%		(244	)		142
IIO 30yr 4.0		21,553		219		0.00	%		1.02		0.00	%		4.40	%		89		259		0.4	%		0.4	%		102			(72	)
Total Structured RMBS		105,679		15,235		0.24	%		14.42		3.19	%		4.55	%		122		220		3.6	%		4.6	%		(142	)		70

Total Mortgage Assets	$	6,487,158	$	6,345,027		100.00	%				5.22	%		6.09	%		24		325		7.3	%		7.2	%	$	103,431		$	(119,020	)

				Hedge	Modeled Interest
	Notional			Period	Rate Sensitivity (1)
Hedge	Balance			End	(-50 BPS)			(+50 BPS)
3-Month SOFR Futures	$	(115,000	)	Aug-26	$	(1,150	)	$	1,150
5-Year Treasury Future(2)		(377,500	)	Jun-25		(7,861	)		7,743
10-Year Treasury Future(3)		(193,500	)	Jun-25		(6,097	)		6,036
10-Year Ultra Treasury Future(4)		(137,500	)	Jun-25		(6,152	)		5,893
Swaps		(3,459,300	)	May-31		(95,789	)		92,325
TBA		(185,000	)	Mar-25		(2,452	)		3,158
Hedge Total	$	(4,467,800	)		$	(119,501	)	$	116,305
Rate Shock Grand Total					$	(16,070	)	$	(2,715	)

(1)	Modeled results from Citigroup Global Markets Inc. Yield Book. Interest rate shocks assume instantaneous parallel shifts and horizon prices are calculated assuming constant SOFR option-adjusted spreads. These results are for illustrative purposes only and actual results may differ materially.

(2)	Five-year Treasury futures contracts were valued at prices of $107.94 at February 28, 2025. The market value of the short position was $407.5 million.
(3)	Ten-year Treasury futures contracts were valued at prices of $111.09 at February 28, 2025. The market value of the short position was $215.0 million.
(4)	Ten-year Ultra Treasury futures contracts were valued at prices of $114.25 at February 28, 2025. The market value of the short position was $157.1 million.

RMBS Assets by Agency
($ in thousands)
			Percentage
	Fair		of
Asset Category	Value		Portfolio
As of February 28, 2025
Fannie Mae	$	4,385,021		69.1	%
Freddie Mac		1,960,006		30.9	%
Total Mortgage Assets	$	6,345,027		100.0	%

Investment Company Act of 1940 Whole Pool Test
($ in thousands)
			Percentage
	Fair		of
Asset Category	Value		Portfolio
As of February 28, 2025
Non-Whole Pool Assets	$	403,993		6.4	%
Whole Pool Assets		5,941,034		93.6	%
Total Mortgage Assets	$	6,345,027		100.0	%

Borrowings By Counterparty
($ in thousands)
						Weighted			Weighted
			% of			Average			Average
	Total		Total			Repo			Maturity		Longest
As of February 28, 2025	Borrowings		Debt			Rate			in Days		Maturity
MUFG Securities Canada, Ltd.	$	337,100		6.0	%		4.41	%		15	3/21/2025
Citigroup Global Markets Inc		319,721		5.7	%		4.45	%		26	3/27/2025
RBC Capital Markets, LLC		318,416		5.7	%		4.45	%		19	3/20/2025
ABN AMRO Bank N.V.		295,023		5.3	%		4.46	%		53	4/22/2025
Wells Fargo Bank, N.A.		290,712		5.2	%		4.45	%		43	4/21/2025
Goldman, Sachs & Co		272,372		4.9	%		4.45	%		27	3/27/2025
Merrill Lynch, Pierce, Fenner & Smith		271,034		4.8	%		4.46	%		21	3/21/2025
Marex Capital Markets Inc.		269,938		4.8	%		4.43	%		38	5/29/2025
ING Financial Markets LLC		254,173		4.5	%		4.45	%		25	4/14/2025
DV Securities, LLC Repo		250,076		4.5	%		4.45	%		28	3/28/2025
StoneX Financial Inc.		249,992		4.5	%		4.44	%		22	3/28/2025
Cantor Fitzgerald & Co		247,994		4.4	%		4.46	%		10	3/10/2025
Mirae Asset Securities (USA) Inc.		247,658		4.4	%		4.51	%		108	8/21/2025
Clear Street LLC		235,753		4.2	%		4.51	%		24	4/28/2025
ASL Capital Markets Inc.		235,735		4.2	%		4.44	%		19	3/21/2025
J.P. Morgan Securities LLC		235,127		4.2	%		4.45	%		10	3/27/2025
South Street Securities, LLC		227,340		4.1	%		4.45	%		29	4/29/2025
Mitsubishi UFJ Securities (USA), Inc.		202,871		3.6	%		4.48	%		13	3/20/2025
Daiwa Securities America Inc.		201,167		3.6	%		4.45	%		24	3/24/2025
The Bank of Nova Scotia		191,841		3.4	%		4.45	%		21	3/21/2025
Bank of Montreal		188,122		3.4	%		4.46	%		27	3/27/2025
Banco Santander SA		142,592		2.6	%		4.47	%		18	3/18/2025
Nomura Securities International, Inc.		70,497		1.3	%		4.46	%		52	4/21/2025
Lucid Prime Fund, LLC		36,032		0.6	%		4.47	%		13	3/13/2025
Total Borrowings	$	5,591,286		100.0	%		4.45	%		29	8/21/2025

Contact:

Orchid Island Capital, Inc.

Robert E. Cauley

3305 Flamingo Drive, Vero Beach, Florida 32963

Telephone: (772) 231-1400