Orchid Island Capital, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

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Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

ORCHID ISLAND CAPITAL, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

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☐ Fee paid on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

3305 Flamingo Drive

Vero Beach, Florida 32963

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 10, 2025

Dear Stockholder:

The 2025 Annual Meeting of Stockholders of Orchid Island Capital, Inc., a Maryland corporation, will be held at our principal executive office, located at 3305 Flamingo Drive, Vero Beach, Florida on June 10, 2025, at 8:30 a.m., Eastern Time, for the following purposes:

1. To elect six directors, each to hold office until the next annual meeting of stockholders and until his or her successor is elected and qualified;

2. To ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for the year ending December 31, 2025;

3. To approve, by a non-binding vote, our executive compensation; and

4. To transact such other business as may properly come before the annual meeting or any adjournments or postponements thereof.

The Board of Directors has fixed the close of business on April 10, 2025 as the record date for the annual meeting. Only holders of record of our common stock, $0.01 par value per share, as of that date are entitled to notice of, and to vote at, the annual meeting and any adjournment or postponement thereof. A list of stockholders entitled to vote at the annual meeting will be available at the annual meeting.

Your vote is very important. We urge you to authorize a proxy to vote your shares electronically via the Internet, by telephone or by completing and returning your proxy card as soon as possible so that your shares will be voted or counted on the proposals in this proxy statement, whether or not you plan on attending the annual meeting. We are pleased to use the“notice and access”** method of providing proxy materials to our stockholders over the Internet. We believe this method will expedite stockholders**’** receipt of proxy materials, lower the costs associated with the annual meeting and conserve natural resources. On or about April 28, 2025, we will mail, or electronically deliver to those who have consented, a notice of Internet availability of proxy materials (the**“Notice of Internet Availability”), which will indicate how to access our proxy materials, as well as how to request a paper copy. Voting instructions are printed on your proxy card and included in the Notice of Internet Availability and in our Proxy Statement. Any person giving a proxy has the power to revoke it at any time prior to the meeting, and stockholders who are present at the annual meeting may withdraw their proxies and vote during the annual meeting.

Admission to the annual meeting will be by admission ticket only. If you are a stockholder of record and plan to attend, tear off the admission ticket from the top half of your proxy card and bring it and a photo ID with you so that you may gain admission to the meeting. If your shares are held through a broker, please contact your broker and request that the broker obtain an admission ticket for you or provide you with evidence of your share ownership, which will gain you admission to the annual meeting.

By Order of the Board of Directors,

Robert E. Cauley

Chairman of the Board and CEO

Vero Beach, Florida

April 28, 2025

ORCHID ISLAND CAPITAL, INC.

3305 Flamingo Drive

Vero Beach, Florida 32963

(772) 231-1400