オーキッドアイランドキャピタルの適時開示・総会結果・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): June 10, 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 5.07. Submission of Matters to a Vote of Security Holders.

At the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Orchid Island Capital, Inc. (the “Company”), the Company’s stockholders voted on the following matters: (i) the election of the six nominated directors to the Company’s board of directors (the “Board”), (ii) the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 and (iii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers. As of April 10, 2025, the record date for the Annual Meeting, there were 107,673,390 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) outstanding and entitled to vote.

The full results of the matters voted on at the Annual Meeting are set forth below:

Proposal 1—Election of Directors. The following nominees were elected to our Board to serve until the next annual meeting of the Company’s stockholders or until his or her successor is elected and qualified: Robert E. Cauley, George H. Haas, IV, W Coleman Bitting, Frank P. Filipps, Paula Morabito and Ava L. Parker.

Nominee for Director	For	Against	Abstain	Broker Non-Votes
Robert E. Cauley	33,028,444	1,393,513	401,532	33,817,930
George H. Haas, IV	27,427,911	6,979,739	415,839	33,817,930
W Coleman Bitting	33,022,085	1,384,239	417,165	33,817,930
Frank P. Filipps	32,604,479	1,807,215	411,795	33,817,930
Paula Morabito	32,676,167	1,670,476	476,846	33,817,930
Ava L. Parker	32,185,150	2,185,983	452,356	33,817,930

Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm. This proposal was ratified upon the following vote.

For		Against		Abstain		Broker Non-Votes
65,558,419		1,876,435		1,206,565		N/A

Proposal 3—Advisory Vote on Named Executive Officer Compensation. This advisory vote was approved upon the following vote.

For		Against		Abstain		Broker Non-Votes
30,927,678		2,997,457		898,354		33,817,930

Item 8.01. Other Events.

On June 10, 2025, the Company announced that the Board declared a dividend for the month of June 2025 of $0.12 per share of the Common Stock, to be paid on July 30, 2025 to holders of record on June 30, 2025, with an ex-dividend date of June 30, 2025. In addition, the Company announced certain details of its RMBS portfolio as of May 31, 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 June 10, 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: June 10, 2025		ORCHID ISLAND CAPITAL, INC.


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

EX-99.1 2 ex_828058.htm EXHIBIT 99.1 ex_828058.htm

Exhibit 99.1

ORCHID ISLAND CAPITAL ANNOUNCES

JUNE 2025 MONTHLY DIVIDEND AND

MAY 31, 2025 RMBS PORTFOLIO CHARACTERISTICS

●

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

●

RMBS Portfolio Characteristics as of May 31, 2025

●

Next Dividend Announcement Expected July 9, 2025

Vero Beach, Fla., June 10, 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 June 2025. The dividend of $0.12 per share will be paid July 30, 2025 to holders of record of the Company’s common stock on June 30, 2025, with an ex-dividend date of June 30, 2025. The Company plans on announcing its next common stock dividend on July 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 June 10, 2025, the Company had 121,210,845 shares of common stock outstanding. As of May 31, 2025, the Company had 119,072,481 shares of common stock outstanding. As of March 31, 2025, the Company had 107,786,614 shares of common stock outstanding.

RMBS Portfolio Characteristics

Details of the RMBS portfolio as of May 31, 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, the offer and sale of shares of common stock under the Equity Distribution Agreement or follow-on offerings. 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			Mar 25 -
																				Jun-25			Jun-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 Jun)			in Jun)			(-50 BPS)			(+50 BPS)
Fixed Rate RMBS
15yr 5.0 TBA	$	250,000	$	249,951		3.75	%		99.98		5.00	%		5.85	%		10		165		n/a			n/a		$	3,252		$	(3,789	)
15yr Total		250,000		249,951		3.75	%		99.98		5.00	%		5.85	%		10		165		n/a			n/a			3,252			(3,789	)
30yr 3.0		861,726		746,897		11.21	%		86.67		3.00	%		3.48	%		51		301		6.5	%		6.6	%		22,295			(22,828	)
30yr 3.5		169,289		152,575		2.29	%		90.13		3.50	%		4.04	%		63		284		7.0	%		7.5	%		4,206			(4,297	)
30yr 4.0		160,895		148,817		2.23	%		92.49		4.00	%		4.70	%		49		306		3.9	%		6.4	%		3,862			(4,051	)
30yr 4.5		291,390		276,107		4.14	%		94.76		4.50	%		5.44	%		35		320		10.2	%		10.8	%		6,103			(6,645	)
30yr 5.0		428,300		416,608		6.25	%		97.27		5.00	%		5.92	%		30		324		12.2	%		7.2	%		8,760			(9,681	)
30yr 5.5		1,008,504		1,007,274		15.12	%		99.88		5.50	%		6.44	%		11		345		7.7	%		7.3	%		19,338			(22,476	)
30yr 6.0		2,046,921		2,083,373		31.27	%		101.78		6.00	%		6.96	%		11		344		9.4	%		8.6	%		27,658			(34,815	)
30yr 6.5		1,238,228		1,280,378		19.22	%		103.40		6.50	%		7.44	%		14		342		14.6	%		14.3	%		11,816			(16,067	)
30yr 7.0		273,306		286,323		4.30	%		104.76		7.00	%		7.94	%		19		334		30.2	%		33.0	%		2,291			(2,961	)
30yr Total		6,478,559		6,398,352		96.02	%		98.76		5.41	%		6.28	%		22		333		10.6	%		10.4	%		106,329			(123,821	)
Total Pass-Through MBS		6,728,559		6,648,303		99.78	%		98.81		5.40	%		6.26	%		22		327		10.6	%		10.4	%		109,581			(127,610	)
Structured MBS
IO 20yr 4.0		6,317		563		0.01	%		8.91		4.00	%		4.57	%		160		73		12.2	%		11.7	%		3			(3	)
IO 30yr 3.0		2,491		303		0.00	%		12.15		3.00	%		3.64	%		124		226		1.0	%		9.7	%		-			(1	)
IO 30yr 4.0		68,512		12,959		0.19	%		18.91		4.00	%		4.60	%		129		222		3.9	%		4.1	%		(214	)		144
IO 30yr 4.5		2,970		546		0.01	%		18.39		4.50	%		4.99	%		179		168		6.8	%		7.1	%		(4	)		1
IO 30yr 5.0		1,563		329		0.00	%		21.05		5.00	%		5.37	%		179		168		1.6	%		1.4	%		(4	)		2
IO Total		81,853		14,700		0.22	%		17.96		4.01	%		4.59	%		134		207		4.5	%		4.9	%		(219	)		143
IIO 30yr 4.0		20,327		240		0.00	%		1.18		0.00	%		4.40	%		92		256		7.0	%		7.6	%		(74	)		(130	)
Total Structured RMBS		102,180		14,940		0.22	%		14.62		3.21	%		4.56	%		126		217		5.0	%		5.4	%		(293	)		13

Total Mortgage Assets	$	6,830,739	$	6,663,243		100.00	%				5.36	%		6.24	%		23		325		10.5	%		10.3	%	$	109,288		$	(127,597	)

				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)		(487,500	)	Sep-25		(10,081	)		9,928
10-Year Treasury Future(3)		(333,500	)	Sep-25		(10,869	)		10,451
10-Year Ultra Treasury Future(4)		(197,500	)	Sep-25		(8,569	)		8,229
ERIS Swap Futures		(10,000	)	Jun-25		(228	)		222
Swaps		(3,517,800	)	Jan-31		(88,542	)		85,510
TBAs		(200,000	)	Jun-25		(5,037	)		5,435
Hedge Total	$	(4,861,300	)		$	(124,476	)	$	120,925
Rate Shock Grand Total					$	(15,188	)	$	(6,672	)

(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 $108.19 at May 31, 2025. The market value of the short position was $527.4 million.

(3)	Ten-year Treasury futures contracts were valued at prices of $110.75 at May 31, 2025. The market value of the short position was $369.4 million.
(4)	Ten-year Ultra Treasury futures contracts were valued at prices of $112.55 at May 31, 2025. The market value of the short position was $222.3 million.

RMBS Assets by Agency
($ in thousands)
			Percentage
	Fair		of
Asset Category	Value		Portfolio
As of May 31, 2025
Fannie Mae	$	3,938,461		61.4	%
Freddie Mac		2,474,831		38.6	%
Total Mortgage Assets	$	6,413,292		100.0	%

Investment Company Act of 1940 Whole Pool Test
($ in thousands)
			Percentage
	Fair		of
Asset Category	Value		Portfolio
As of May 31, 2025
Non-Whole Pool Assets	$	231,057		3.6	%
Whole Pool Assets		6,182,235		96.4	%
Total Mortgage Assets	$	6,413,292		100.0	%

Borrowings By Counterparty
($ in thousands)
						Weighted			Weighted
			% of			Average			Average
	Total		Total			Repo			Maturity		Longest
As of May 31, 2025	Borrowings		Debt			Rate			in Days		Maturity
J.P. Morgan Securities LLC	$	348,713		5.7	%		4.48	%		15	6/23/2025
Merrill Lynch, Pierce, Fenner & Smith		330,918		5.4	%		4.49	%		21	6/23/2025
Wells Fargo Bank, N.A.		312,141		5.1	%		4.47	%		37	7/16/2025
Goldman, Sachs & Co		307,973		5.0	%		4.47	%		29	6/30/2025
Citigroup Global Markets Inc		306,527		5.0	%		4.48	%		29	6/30/2025
DV Securities, LLC Repo		299,120		4.9	%		4.48	%		45	7/28/2025
ING Financial Markets LLC		297,873		4.9	%		4.48	%		20	6/23/2025
ABN AMRO Bank N.V.		291,423		4.7	%		4.48	%		22	6/23/2025
Mirae Asset Securities (USA) Inc.		285,682		4.7	%		4.43	%		135	11/13/2025
Marex Capital Markets Inc.		284,682		4.6	%		4.47	%		21	6/23/2025
StoneX Financial Inc.		284,312		4.6	%		4.47	%		17	6/18/2025
Clear Street LLC		281,457		4.6	%		4.48	%		25	7/14/2025
ASL Capital Markets Inc.		276,480		4.5	%		4.47	%		46	7/18/2025
Daiwa Securities America Inc.		271,816		4.4	%		4.48	%		21	6/23/2025
South Street Securities, LLC		267,923		4.4	%		4.46	%		27	7/29/2025
MUFG Securities Canada, Ltd.		259,157		4.2	%		4.46	%		11	6/20/2025
Mitsubishi UFJ Securities (USA), Inc.		255,687		4.2	%		4.47	%		21	7/21/2025
RBC Capital Markets, LLC		251,928		4.1	%		4.46	%		21	6/27/2025
Cantor Fitzgerald & Co		250,496		4.1	%		4.49	%		11	6/12/2025
Bank of Montreal		196,402		3.2	%		4.49	%		22	6/23/2025
The Bank of Nova Scotia		186,245		3.0	%		4.48	%		30	7/21/2025
Banco Santander SA		137,790		2.2	%		4.50	%		16	6/16/2025
Nomura Securities International, Inc.		118,935		1.9	%		4.49	%		16	6/20/2025
Lucid Prime Fund, LLC		34,901		0.6	%		4.49	%		12	6/12/2025
Total Borrowings	$	6,138,581		100.0	%		4.47	%		29	11/13/2025

Contact:

Orchid Island Capital, Inc.

Robert E. Cauley

3305 Flamingo Drive, Vero Beach, Florida 32963

Telephone: (772) 231-1400