Orchid Island Capital, Inc.
For the period ended Sep 30, 2026. Filed Oct 23, 2026.
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Sep 30, 2026 · Filed Oct 23, 2026
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Notes to Condensed Financial Statements (unaudited)
ORCHID ISLAND CAPITAL,** INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
September 30, 2026
NOTE1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization and Business Description
Orchid Island Capital, Inc. (“Orchid” or the “Company”) was incorporated in Maryland on* August 17, 2010for the purpose of creating and managing a leveraged investment portfolio consisting of residential mortgage-backed securities (“RMBS”). From incorporation to the completion of Orchid’s initial public offering of its common stock on February 20, 2013,Orchid was a wholly owned subsidiary of Bimini Capital Management, Inc. (“Bimini”). Orchid began operations on November 24, 2010 (the date of commencement of operations). From incorporation through November 24, 2010,*Orchid’s only activity was the issuance of common stock to Bimini.
On* June 11, 2024,Orchid entered into an equity distribution agreement (the “June 2024Equity Distribution Agreement”) withthree* sales agents pursuant to which the Company could offer and sell, from time to time, up to an aggregate amount of $250,000,000 of gross proceeds from the sales of shares of the Company’s common stock in transactions that were deemed to be “at the market” offerings and privately negotiated transactions. The Company issued a total of 30,513,253 shares under the* June 2024Equity Distribution Agreement for aggregate gross proceeds of approximately $250.0 million and net proceeds of approximately $245.8 million, after commissions and fees, prior to its termination in February 2025.*
On* February 24, 2025,Orchid entered into an equity distribution agreement (the “February 2025Equity Distribution Agreement”) withfour* sales agents pursuant to which the Company could offer and sell, from time to time, up to an aggregate amount of $350,000,000 of gross proceeds from the sales of shares of the Company’s common stock in transactions that were deemed to be “at the market” offerings and privately negotiated transactions. On* July 28, 2025,the February 2025Equity Distribution Agreement was amended to increase the aggregate amount of gross proceeds from the sales of shares that maybe offered by $150,000,000 to a total of $500,000,000. The Company issued a total of 59,492,504 shares under the February 2025Equity Distribution Agreement for aggregate gross proceeds of approximately $445.1 million and net proceeds of approximately $438.0 million, after commissions and fees, prior to its termination in October 2025.*
On* October 27, 2025,Orchid entered into an equity distribution agreement (the “October 2025Equity Distribution Agreement”) withfour* sales agents pursuant to which the Company* mayoffer and sell, from time to time, up to an aggregate amount of $500,000,000 of gross proceeds from the sales of shares of the Company’s common stock in transactions that are deemed to be “at the market” offerings and privately negotiated transactions. From inception through * September 30, 2026, the Company issued a total of 48,824,644 shares under the* October 2025Equity Distribution Agreement for aggregate gross proceeds of approximately $360.9 million, and net proceeds of approximately $355.2 million, after commissions and fees. For thenine* months ended* September 30, 2026*, the Company issued a total of 18,558,681 shares under the* October 2025*Equity Distribution Agreement for aggregate gross proceeds of approximately $137.7 million, and net proceeds of approximately $135.5 million, after commissions and fees.
Basis of Presentation and Use of Estimates
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form10-Q and Article10 of Regulation S-X. Accordingly, they donot include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. Operating results for thenine andthree-month periods ended* September 30, 2026* arenot necessarily indicative of the results that* maybe expected for the year ending December 31, 2026*.
The balance sheet at* December 31, 2025* has been derived from the audited financial statements at that date but doesnot include all of the information and footnotes required by GAAP for complete financial statements. For further information, refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form10-K for the year ended* December 31, 2025*.
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The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could significantly differ from those estimates. The significant estimates affecting the accompanying financial statements are the fair values of RMBS and derivatives. Management believes the estimates and assumptions underlying the financial statements are reasonable based on the information available as of* September 30, 2026*.
Variable Interest Entities (“VIEs”)
The Company obtains interests in VIEs through its investments in mortgage-backed securities. The Company’s interests in these VIEs are passive in nature and arenot expected to result in the Company obtaining a controlling financial interest in these VIEs in the future. As a result, the Company doesnot consolidate these VIEs and accounts for these interests in these VIEs as mortgage-backed securities. See Note2 for additional information regarding the Company’s investments in mortgage-backed securities. The maximum exposure to loss for these VIEs is the carrying value of the mortgage-backed securities.
Cash and Cash Equivalents and Restricted Cash
Cash and cash equivalents include cash on deposit with financial institutions and highly liquid investments with original maturities ofthree months or less at the time of purchase. Restricted cash includes cash pledged as collateral for repurchase agreements and other borrowings, and interest rate swaps and other derivative instruments.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows.
| (in thousands) | ||
|---|---|---|
| September 30, 2026 | December 31, 2025 | |
| Cash and cash equivalents | $462,423 | $665,865 |
| Restricted cash | 151,545 | 58,696 |
| Total cash, cash equivalents and restricted cash | $613,968 | $724,561 |
The Company maintains cash balances atthree banks, an overnight cash sweep position backed by Federal Deposit Insurance Corporation ("FDIC") insured deposit balances at participating banks, a government securities backed overnight sweep fund, and excess margin on account withthree exchange clearing members. At times, balances* mayexceed federally insured limits. The Company hasnot* experienced any losses related to these balances. Restricted cash balances are uninsured, but are held in separate customer accounts that are segregated from the general funds of the counterparty. The Company limits uninsured balances to only large, well-known banks and exchange clearing members and believes that it isnot exposed to any significant credit risk on cash and cash equivalents or restricted cash balances.
Mortgage-Backed Securities and U.S. Treasury Securities
The Company invests primarily in mortgage pass-through (“PT”) residential mortgage backed securities (“RMBS”) and collateralized mortgage obligations (“CMOs”) issued by Freddie Mac, Fannie Mae or Ginnie Mae, interest-only (“IO”) securities and inverse interest-only (“IIO”) securities representing interest in or obligations backed by pools of RMBS. The Company refers to RMBS and CMOs as PT RMBS. The Company refers to IO and IIO securities as structured RMBS. The Company also invests in U.S. Treasury Notes ("T-Notes") and U.S. Treasury Bills (collectively, "U.S. Treasury securities"), primarily to satisfy collateral requirements of derivative counterparties. The Company has elected to account for its investment in RMBS under the fair value option. The Company recorded changes in fair value in net income. The Company has designated its U.S. Treasury securities as available-for-sale, and changes in fair value during the period for reasons other than expected credit losses are recognized in other comprehensive income (loss).
The Company records securities transactions on the trade date. Security purchases that havenot settled as of the balance sheet date are included in the portfolio balance with an offsetting liability recorded, whereas securities sold that havenot settled as of the balance sheet date are removed from the portfolio balance with an offsetting receivable recorded.
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Fair value is defined as the price that would be received to sell the asset or paid to transfer the liability in an orderly transaction between market participants at the measurement date. The fair value measurement assumes that the transaction to sell the asset or transfer the liability either occurs in the principal market for the asset or liability, or in the absence of a principal market, occurs in the most advantageous market for the asset or liability. Estimated fair values for RMBS are based on independent pricing sources and/orthird party broker quotes, when available. Estimated fair values for U.S. Treasury securities are based on quoted prices for identical assets in active markets.
Income on PT RMBS is based on the stated interest rate of the security. Premiums or discounts present at the date of purchase arenot amortized. Premium lost and discount accretion resulting from monthly principal repayments are reflected in unrealized gains (losses) on RMBS in the statements of comprehensive income (loss). For IO securities, the income is accrued based on the carrying value and the effective yield. The difference between income accrued and the interest received on the security is characterized as a return of investment and serves to reduce the asset’s carrying value. At each reporting date, the effective yield is adjusted prospectively for future reporting periods based on the new estimate of prepayments and the contractual terms of the security. For IIO securities, effective yield and income recognition calculations also take into account the index value applicable to the security. Income on U.S. Treasury securities is based on the stated interest rate (if any) of the security. Premiums or discounts associated with the purchase are amortized or accreted income over the life of the investment and reported in the statements of comprehensive income (loss) as interest income.
Changes in fair value of investments for which the fair value option is elected are recorded in earnings and reported as unrealized gains or losses on mortgage-backed securities and U.S. Treasury securities in the accompanying statements of comprehensive income (loss). Realized gains and losses on sales of investments for which the fair value option has been elected, using the specific identification method, are reported as a separate component of net portfolio income on the statements of comprehensive income (loss). Changes in fair value of U.S. Treasury securities that are classified as available-for-sale are reported in accumulated other comprehensive income (loss) ("OCI"). Upon the sale of a security designated as available-for-sale, we determine the cost of the security and the amount of unrealized gain or loss to reclassify out of accumulated OCI into earnings based on the specific identification method.
The Company evaluated securities for allowance for credit losses and since all of the Company's available-for-sale securities designated investments consist of U.S. Treasury securities, which are backed by the full faith and credit of the U.S. government, the Company doesnot record an allowance for credit losses.
Derivative and Other Hedging Instruments
The Company uses derivative and other hedging instruments to manage interest rate risk, facilitate asset/liability strategies and manage other exposures, and it* maycontinue to do so in the future. The principal instruments that the Company has used to date are T-Note, Secured Overnight Financing Rate ("SOFR"), federal funds (“Fed Funds”) and ERIS SOFR Swap futures contracts, short positions in U.S. Treasury securities, interest rate swaps, options to enter in interest rate swaps (“interest rate swaptions”), dual digital options, interest rate caps and floors, and “to-be-announced” (“TBA”) securities transactions, but the Company may*enter into other derivative and other hedging instruments in the future.
The Company accounts for TBA securities as derivative instruments. Gains and losses associated with TBA securities transactions are reported in gain (loss) on derivative instruments in the accompanying statements of comprehensive income (loss).
The Company enters into short-sales of U.S. Treasury securities by borrowing the securities under reverse repurchase agreements and selling them into the market. The Company accounts for these as securities borrowing transactions and recognizes an obligation to return the borrowed securities at fair value on our accompanying balance sheets based on the value of the underlying U.S. Treasury security as of the reporting date. Gains and losses associated with U.S. Treasury security short positions are recognized in gain (loss) on derivative instruments, net in our statements of comprehensive income (loss).
Derivative and other hedging instruments are carried at fair value, and changes in fair value are recorded in income as gains or losses on derivative and other hedging instruments for each period. The Company’s derivative financial instruments arenot designated as hedge accounting relationships, but rather are used as economic hedges of its portfolio assets and liabilities. Gains and losses on derivatives, except those that result in cash receipts or payments, are included in operating activities on the statements of cash flows. Cash payments and cash receipts from settlements of derivatives, including current period net cash settlements on interest rate swaps, are classified as an investing activity on the statements of cash flows.
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Holding derivatives creates exposure to credit risk related to the potential for failure on the part of counterparties and exchanges to honor their commitments. In the event of default by a counterparty, the Company* mayhave difficulty recovering its collateral and may**not* receive payments provided for under the terms of the agreement. The Company’s derivative agreements require it to post or receive collateral to mitigate such risk. In addition, the Company uses only registered central clearing exchanges and well-established commercial banks as counterparties, monitors positions with individual counterparties and adjusts posted collateral as required.
Financial Instruments
The fair value of financial instruments for which it is practicable to estimate that value is disclosed either in the body of the financial statements or in the accompanying notes. RMBS, Fed Funds, SOFR and T-Note futures contracts, interest rate swaps, interest rate swaptions, dual digital options, interest rate floors and caps, and TBA securities are accounted for at fair value in the balance sheets. The methods and assumptions used to estimate fair value for these instruments are presented in Note13 of the financial statements.
Repurchase Agreements
The Company finances the acquisition of the majority of its RMBS through the use of repurchase agreements under master repurchase agreements. Repurchase agreements are accounted for as collateralized financing transactions, which are carried at their contractual amounts, including accrued interest, as specified in the respective agreements.
Reverse Repurchase Agreements and Obligations to Return Securities Borrowed under Reverse Repurchase Agreements
The Company borrows securities to cover short sales of U.S. Treasury securities through reverse repurchase transactions under our master repurchase agreements. We account for these as securities borrowing transactions and recognize an obligation to return the borrowed securities at fair value on the balance sheet based on the value of the underlying borrowed securities as of the reporting date. The securities received as collateral in connection with our reverse repurchase agreements mitigate our credit risk exposure to counterparties. Our reverse repurchase agreements typically have maturities of30 days or less.
Manager Compensation
The Company is externally managed by Bimini Advisors, LLC (the “Manager” or “Bimini Advisors”), a Maryland limited liability company and wholly-owned subsidiary of Bimini. The Company’s management agreement with the Manager provides for payment to the Manager of a management fee and reimbursement of certain operating expenses, which are accrued and expensed during the period for which they are earned or incurred. Refer to Note14 for the terms of the management agreement.
Earnings Per Share
Basic earnings per share (“EPS”) is calculated as net income or loss attributable to common stockholders divided by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is calculated using the treasury stock ortwo-class method, as applicable, for common stock equivalents, if any. However, the common stock equivalents arenot included in computing diluted EPS if the result is anti-dilutive.
Stock-Based Compensation
The Company* maygrant equity-based compensation to non-employee members of its Board of Directors and to the executive officers and employees of the Manager. Stock-based awards issued include performance units ("PUs"), deferred stock units ("DSUs") and immediately vested common stock awards. Compensation expense is measured and recognized for all stock-based payment awards made to employees and non-employee directors based on the fair value of the Company’s common stock on the date of grant. Compensation expense is recognized over each award’s respective service period using the graded vesting attribution method. The Company doesnot* estimate forfeiture rates; but rather, adjusts for forfeitures in the periods in which they occur.
Income Taxes
Orchid has elected and is organized and operated so as to qualify to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of1986, as amended (the “Code”). REITs are generallynot subject to U.S. federal income tax on their REIT taxable income provided that they distribute to their stockholders all of their REIT taxable income on an annual basis. A REIT must distribute at least90% of its REIT taxable income, determined without regard to the deductions for dividends paid and excluding net capital gain, and meet other requirements of the Code to retain its tax status.
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Orchid assesses the likelihood, based on their technical merit, that uncertain tax positions will be sustained upon examination based on the facts, circumstances and information available at the end of each period. All of Orchid’s tax positions are categorized as highly certain. There isno accrual for any tax, interest or penalties related to Orchid’s tax position assessment. The measurement of uncertain tax positions is adjusted when new information is available, or when an event occurs that requires a change.
Recent Accounting Pronouncements
In* November 2024,the Financial Accounting Standards Board issued Accounting Standards Update ("ASU")No. 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic220-40): Disaggregation of Income Statement Expenses*". The amendments in the ASU require disclosures about specific types of expenses included in the expense captions presented on the Statements of Income, as well as disclosures about selling expenses. ASU2024-03 is effective for fiscal years beginning after* December 15, 2026.*We are currently evaluating the impact of adoption on our financial disclosures.
NOTE2. MORTGAGE-BACKED SECURITIES, AT FAIR VALUE
The following table presents the Company’s RMBS portfolio that are remeasured at fair value through earnings as of* September 30, 2026* and* December 31, 2025*:
| (in thousands) | ||||||
|---|---|---|---|---|---|---|
| September 30, 2026 | December 31, 2025 | |||||
| Par Value | Cost(1) | Fair Value | Par Value | Cost(1) | Fair Value | |
| Fixed-rate RMBS | $11,091,428 | $11,287,456 | $10,655,685 | $10,345,029 | $10,558,236 | $10,615,570 |
| Other(2)(3)(4) | - | 14,413 | 11,383 | 16,103 | 13,088 | |
| Total | $11,091,428 | $11,301,869 | $10,667,068 | $10,345,029 | $10,574,339 | $10,628,658 |
| (1) | The cost information in the table above represents the aggregate current par value, multiplied by the purchase price of each security in the portfolio. |
| (2) | Other securities are comprised of interest-only and inverse interest-only securities. |
| (3) | The notional balance for the interest-only securities portfolio was $66.1 million and $72.9 million as of September 30, 2026 and December 31, 2025, respectively. |
| (4) | The notional balance for the inverse interest-only securities portfolio was $12.8 million and $17.7 million as of September 30, 2026 and December 31, 2025, respectively. |
The following table is a summary of the Company’s net gain (loss) from the sale of RMBS for thenine months ended* September 30, 2026and2025*.
| (in thousands) | |||
|---|---|---|---|
| Nine Months Ended September 30, | |||
| 2026 · 2025 | |||
| Proceeds from sales of RMBS | $769,781 | $733,904 | |
| Carrying value of RMBS sold | (768,857) | (743,192) | |
| Net gain (loss) on sales of RMBS | $924 | $(9,288) | |
| Gross gain on sales of RMBS | $924 | $ | - |
| Gross loss on sales of RMBS | - | (9,288) | |
| Net gain (loss) on sales of RMBS | $924 | $(9,288) | |
During thenine months ended* September 30, 2026,the Company resecuritized RMBS with a fair value of $413.3 million by transferring the securities into a larger RMBS transaction collateralized by the transferred securities. The Company retained the entire resulting RMBS.No cash was exchanged, and the transaction didnot* result in the recognition of any gain or loss.
NOTE3. U.S. TREASURY SECURITIES, AVAILABLE-FOR-SALE
The following table presents the amortized cost, gross unrealized holding gains and losses, and fair value of available-for-sale investments as of* September 30, 2026* and* December 31, 2025*. U.S. Treasury securities are held primarily to satisfy collateral requirements of the Company's repurchase and derivative counterparties.
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| (in thousands) | ||||||
|---|---|---|---|---|---|---|
| Gross · Gross | ||||||
| Amortized · Unrealized · Unrealized · Fair | ||||||
| Cost · Gains · Losses · Value | ||||||
| U.S. Treasury Note, 4.125%, 10/31/2026 Maturity | $20,008 | $ | - | $(10) | $19,998 | |
| U.S. Treasury Note, 0.50%, 4/30/2027 Maturity | 98,015 | - | (204) | 97,811 | ||
| U.S. Treasury Note, 4.50%, 5/15/2027 Maturity | 65,726 | - | (188) | 65,538 | ||
| U.S. Treasury Note, 2.25%, 8/15/2027 Maturity | 24,530 | - | (16) | 24,514 | ||
| $208,279 | $ | - | $(418) | $207,861 | ||
| U.S. Treasury Note, 0.75%, 5/31/2026 Maturity | $34,579 | $23 | $34,602 | |||
| U.S. Treasury Note, 4.625%, 6/30/2026 Maturity | 100,136 | 395 | - | 100,531 | ||
| $134,715 | $418 | $ | - | $135,133 | ||
Because all of the Company's available-for-sale securities are backed by the full faith and credit of the U.S. government, the Company hasnot recorded an allowance for credit losses.
NOTE4. REPURCHASE AGREEMENTS AND REVERSE REPURCHASE AGREEMENTS
Repurchase Agreements
The Company pledges certain of its RMBS as collateral under repurchase agreements with financial institutions. Interest rates are generally fixed based on prevailing rates corresponding to the terms of the borrowings, and interest is generally paid at the termination of a borrowing. If the fair value of the pledged securities declines, lenders will typically require the Company to post additional collateral or pay down borrowings to re-establish agreed upon collateral requirements, referred to as "margin calls." Similarly, if the fair value of the pledged securities increases, lenders* mayrelease collateral back to the Company. As of September 30, 2026*, the Company had met all margin call requirements.
As of* September 30, 2026* and* December 31, 2025*, the Company’s repurchase agreements had remaining maturities as summarized below:
| ($ in thousands) | ||||||
|---|---|---|---|---|---|---|
| OVERNIGHT · BETWEEN 2 · BETWEEN 31 · GREATER | ||||||
| (1 DAY OR · AND · AND · THAN | ||||||
| LESS) · 30 DAYS · 90 DAYS · 90 DAYS · TOTAL | ||||||
| Fair value of securities pledged, including accrued interest receivable | $767,226 | $9,118,314 | $564,716 | $214,609 | $10,664,865 | |
| Repurchase agreement liabilities associated with these securities | $741,836 | $8,869,687 | $536,986 | $213,208 | $10,361,717 | |
| Net weighted average borrowing rate | 3.99% | 3.98% | 4.00% | 4.30% | 3.99% | |
| Fair value of securities pledged, including accrued interest receivable | $ | - | $6,821,306 | $3,445,678 | $284,296 | $10,551,280 |
| Repurchase agreement liabilities associated with these securities | $ | - | $6,544,072 | $3,297,567 | $273,827 | $10,115,466 |
| Net weighted average borrowing rate | - | 4.00% | 3.96% | 3.92% | 3.98% | |
In addition, cash pledged to counterparties for repurchase agreements was approximately $130.0 million and $51.2 million as of* September 30, 2026* and* December 31, 2025*, respectively.
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If, during the term of a repurchase agreement, a lender files for bankruptcy, the Company might experience difficulty recovering its pledged assets, which could result in an unsecured claim against the lender for the difference between the amount loaned to the Company plus interest due to the counterparty and the fair value of the collateral pledged to such lender, including the accrued interest receivable and cash posted by the Company as collateral. At* September 30, 2026*, the Company had an aggregate amount at risk (the difference between the amount loaned to the Company, including interest payable and securities posted by the counterparty (if any), and the fair value of securities and cash pledged (if any), including accrued interest on such securities) with all counterparties of approximately $413.7 million. The Company didnot have an amount at risk with any individual counterparty that was greater than10% of the Company’s equity at* September 30, 2026* or* December 31, 2025*.
Reverse Repurchase Agreements
As of* September 30, 2026* and* December 31, 2025*, the Company had $460.5 million and $128.6 million of reverse repurchase agreements outstanding, respectively, for which we had associated obligations to return borrowed securities at fair value of $435.7 million and $128.7 million.
NOTE5. DERIVATIVE AND OTHER HEDGING INSTRUMENTS
The table below summarizes fair value information about the Company’s derivative and other hedging instruments assets and liabilities as of* September 30, 2026* and* December 31, 2025*.
| (in thousands) | |||||
|---|---|---|---|---|---|
| Derivative and Other Hedging Instruments · Balance Sheet Location · September 30, 2026 · December 31, 2025 | |||||
| Assets | |||||
| Interest rate swaps | Derivative assets, at fair value | $7,037 | $8,237 | ||
| TBA securities | Derivative assets, at fair value | 13,666 | 1,015 | ||
| Total derivative assets, at fair value | $20,703 | $9,252 | |||
| Liabilities | |||||
| TBA securities | Derivative liabilities, at fair value | $1,180 | $1,846 | ||
| Total derivative liabilities, at fair value | $1,180 | $1,846 | |||
| Margin Balances Posted to (from) Counterparties | |||||
| Futures contracts | Restricted cash | $21,501 | $5,131 | ||
| TBA securities (including margin paid on unsettled trades) | Restricted cash | - | 2,394 | ||
| TBA securities (including margin received on unsettled trades) | Other liabilities | (11,729) | (360) | ||
| Total margin balances on derivative contracts | $9,772 | $7,165 | |||
T-Note and SOFR futures are cash and securities settled futures contracts on their respective underlying or delivery eligible underlying U.S. Treasury security, with gains and losses credited or charged to the Company’s cash accounts on a daily basis. A minimum balance, or “margin,” is required to be maintained in the account on a daily basis. The tables below present information related to the Company’s T-Note and SOFR futures positions at* September 30, 2026* and* December 31, 2025*.
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| ($ in thousands) | ||||
|---|---|---|---|---|
| Average · Weighted · Weighted | ||||
| Contract · Average · Average | ||||
| Notional | Entry | Effective | Open | |
| Expiration Year | Amount | Rate | Rate | Equity(1) |
| U.S. Treasury Note Futures Contracts (Short Positions) | ||||
| December 2026 10-year T-Note futures (Dec 2026 - Dec 2036 Hedge Period)(2) | $858,600 | 4.90% | 5.24% | $17,763 |
| December 2026 10-year Ultra futures (Dec 2026 - Dec 2036 Hedge Period)(3) | 560,000 | 4.95% | 5.33% | 16,963 |
| December 2026 30-year Ultra futures (Dec 2026 - Dec 2056 Hedge Period)(4) | 150,000 | 5.69% | 5.75% | 1,313 |
| SOFR Futures Contracts (Short Positions) | ||||
| December 2026 3-Month SOFR futures (Sep 2026 - Dec 2026 Hedge Period) | $97,500 | 3.27% | 3.97% | $681 |
| March 2027 3-Month SOFR futures (Dec 2026 - Mar 2027 Hedge Period) | 97,500 | 3.22% | 4.30% | 1,056 |
| June 2027 3-Month SOFR futures (Mar 2027 - Jun 2027 Hedge Period) | 97,500 | 3.21% | 4.61% | 1,368 |
| ERIS SOFR Swap Futures Contracts (Short Positions)(6) | ||||
| December 2026 5-Year Term, 3.75% fixed rate, (Dec 2026 - Dec 2031 Hedge Period) | $10,000 | 4.52% | 4.86% | $145 |
| ($ in thousands) | ||||
|---|---|---|---|---|
| Average · Weighted · Weighted | ||||
| Contract · Average · Average | ||||
| Notional | Entry | Effective | Open | |
| Expiration Year | Amount | Rate | Rate | Equity(1) |
| U.S. Treasury Note Futures Contracts (Short Positions)(2) | ||||
| March 2026 5-year T-Note futures (Mar 2026 - Mar 2031 Hedge Period)(5) | $122,500 | 3.65% | 3.65% | $10 |
| March 2026 10-year T-Note futures (Mar 2026 - Mar 2036 Hedge Period)(2) | 90,000 | 3.79% | 3.91% | 739 |
| March 2026 10-year Ultra futures (Mar 2026 - Mar 2036 Hedge Period)(3) | 60,000 | 4.03% | 4.14% | 575 |
| SOFR Futures Contracts (Short Positions) | ||||
| March 2026 3-Month SOFR futures (Dec 2025 - Mar 2026 Hedge Period) | $97,500 | 3.73% | 3.69% | $(44) |
| June 2026 3-Month SOFR futures (Mar 2026 - Jun 2026 Hedge Period) | 97,500 | 3.55% | 3.52% | (33) |
| September 2026 3-Month SOFR futures (Jun 2026 - Sep 2026 Hedge Period) | 97,500 | 3.38% | 3.31% | (66) |
| December 2026 3-Month SOFR futures (Sep 2026 - Dec 2026 Hedge Period) | 97,500 | 3.27% | 3.16% | (111) |
| March 2027 3-Month SOFR futures (Dec 2026 - Mar 2027 Hedge Period) | 97,500 | 3.22% | 3.11% | (105) |
| June 2027 3-Month SOFR futures (Mar 2027 - Jun 2027 Hedge Period) | 97,500 | 3.21% | 3.11% | (90) |
| ERIS SOFR Swap Futures Contracts (Short Positions)(6) | ||||
| March 2026 5-Year Term, 3.75% fixed rate (Mar 2026 - Mar 2031 Hedge Period) | $10,000 | 3.48% | 3.45% | $(13) |
| (1) | Open equity represents the cumulative gains (losses) recorded on open futures positions from inception. |
| (2) | 10-Year T-Note futures contracts were valued at a price of $104.20 at September 30, 2026 and $112.44 at December 31, 2025. The contract values of the short positions were $894.7 million and $101.2 million at September 30, 2026 and December 31, 2025, respectively. |
| (3) | 10-Year Ultra futures contracts were valued at a price of $105.00 at September 30, 2026 and $115.02 at December 31, 2025. The contract values of the short positions were $588.0 million and $69.0 million at September 30, 2026 and December 31, 2025, respectively. |
| (4) | 30-Year T-Note Ultra futures contracts were valued at a price of $103.59 at September 30, 2026. The contract value of the short position was $155.4 million at September 30, 2026. |
| (5) | 5-Year T-Note futures contracts were valued at a price of $109.30 at December 31, 2025. The contract value of the short position was $133.9 million at December 31, 2025. |
| (6) | ERIS swap futures are exchange traded futures that replicate the cash flows of an underlying swap position. |
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Under its interest rate swap agreements, the Company typically pays a fixed rate and receives a floating rate ("payer swaps") based on an index, such as SOFR. The floating rate the Company receives under its swap agreements has the effect of offsetting the repricing characteristics of its repurchase agreements and cash flows on such liabilities. The Company is typically required to post margin on its interest rate swap agreements. The table below presents information related to the Company’s interest rate swap positions at* September 30, 2026* and* December 31, 2025*.
| ($ in thousands) | ||||
|---|---|---|---|---|
| Average | ||||
| Fixed · Average · Average | ||||
| Notional | Pay | Receive | Maturity | |
| Amount | Rate | Rate | (Years) | |
| Expiration > 1 to ≤ 5 years | $5,292,800 | 3.47% | 3.90% | 2.9 |
| Expiration > 5 years | 2,571,400 | 3.97% | 3.90% | 8.3 |
| $7,864,200 | 3.63% | 3.90% | 4.7 | |
| Expiration > 1 to ≤ 5 years | $4,162,500 | 3.38% | 3.87% | 3.2 |
| Expiration > 5 years | 1,695,800 | 3.87% | 3.87% | 7.1 |
| $5,858,300 | 3.53% | 3.87% | 4.3 | |
Our interest rate swaps are centrally cleared throughtwo registered commodities exchanges, the Chicago Mercantile Exchange ("CME") and the London Clearing House (“LCH”). The clearing exchanges require that we post an "initial margin" amount determined by the exchanges. Initial margin is intended to be set at a level sufficient to protect the exchange against potential losses that could arise during the period required to close out or hedge the interest rate swap positions following a participant default. The amount is determined using risk-based models that consider potential market movements over a multi-day liquidation period and is subject to adjustment based on changes in market volatility, portfolio composition, liquidity, concentration and other factors. We also exchange daily settlements of "variation margin" based upon changes in fair value, as measured by the exchanges. Pursuant to rules governing central clearing activities, we recognize variation margin settlements as a direct reduction of the carrying value of the interest rate swap asset or liability.
The following table summarizes the Company’s contracts to purchase and sell TBA securities as of* September 30, 2026* and* December 31, 2025*.
| ($ in thousands) | ||||
|---|---|---|---|---|
| Notional | ||||
| Amount · Net | ||||
| Long · Cost · Market · Carrying | ||||
| (Short)(1) · Basis(2) · Value(3) · Value(4) | ||||
| 15-Year TBA securities: | ||||
| 5.5% | 100,000 | 99,703 | 98,523 | (1,180) |
| 30-Year TBA securities: | ||||
| 5.0% | $(345,000) | $(331,555) | $(319,152) | $12,403 |
| 6.0% | (70,000) | (69,716) | (68,453) | 1,263 |
| Total | $(315,000) | $(301,568) | $(289,082) | $12,486 |
| 15-Year TBA securities: | ||||
| 4.5% | $250,000 | $249,998 | $250,186 | $188 |
| 30-Year TBA securities: | ||||
| 3.0% | - | (343) | - | 343 |
| 3.5% | - | 34 | - | (34) |
| 4.0% | - | (215) | - | 215 |
| 5.0% | - | 218 | - | (218) |
| 5.5% | (275,000) | (277,696) | (278,996) | (1,300) |
| 6.5% | (155,000) | (161,103) | (161,127) | (24) |
| Total | $(180,000) | $(189,107) | $(189,937) | $(830) |
13
| (1) | Notional amount represents the par value (or principal balance) of the underlying Agency RMBS. |
| (2) | Cost basis represents the forward price to be paid (received) for the underlying Agency RMBS. |
| (3) | Market value represents the current market value of the TBA securities (or of the underlying Agency RMBS) as of period-end. |
| (4) | Net carrying value represents the difference between the market value and the cost basis of the TBA securities as of period-end and is reported in derivative assets (liabilities) at fair value in the balance sheets. |
Gain (Loss) From Derivative and Other Hedging Instruments, Net
The table below presents the effect of the Company’s derivative and other hedging instruments on the statements of comprehensive income (loss) for thenine andthree months ended* September 30, 2026and2025*.
| (in thousands) | ||||
|---|---|---|---|---|
| Nine Months Ended September 30, | Three Months Ended September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| Interest rate futures contracts (short position) | $49,495 | $(26,789) | $40,836 | $(3,159) |
| Interest rate swaps | 371,003 | (102,549) | 266,648 | (2,298) |
| Payer swaptions (short positions) | (4,676) | - | (5,608) | - |
| Payer swaptions (long positions) | 13,376 | - | 14,866 | - |
| TBA securities (short positions) | 17,877 | (8,908) | 20,911 | (4,272) |
| TBA securities (long positions) | (249) | 1,529 | (1,180) | 957 |
| U.S. Treasury securities (short positions) | (2,750) | - | (1,105) | - |
| Total | $444,076 | $(136,717) | $335,368 | $(8,772) |
Credit Risk-Related Contingent Features
The use of derivatives and other hedging instruments creates exposure to credit risk relating to potential losses that could be recognized in the event that the counterparties to these instruments fail to perform their obligations under the contracts. The Company attempts to minimize this risk by limiting its counterparties for instruments which arenot centrally cleared on a registered exchange to major financial institutions with acceptable credit ratings and monitoring positions with individual counterparties. In addition, the Company* maybe required to pledge assets as collateral for its derivatives, whose amounts vary over time based on the market value, notional amount and remaining term of the derivative contract. In the event of a default by a counterparty, the Company may**not* receive payments provided for under the terms of its derivative agreements and* may*have difficulty obtaining its assets pledged as collateral for its derivatives. The cash and cash equivalents pledged as collateral for the Company's derivative instruments are included in restricted cash on its balance sheets.
It is the Company's policynot to offset assets and liabilities associated with open derivative contracts. However, CME and LCH rules characterize variation margin transfers as settlement payments, as opposed to adjustments to collateral. As a result, derivative assets and liabilities associated with centrally cleared derivatives for which the CME or LCH serves as the central clearing party are presented as if these derivatives had been settled as of the reporting date.
See Note 6 for collateral pledged or received, Note 7 for offsetting information, and Note 13 for fair value measurement disclosures.
NOTE6. PLEDGED ASSETS
Assets Pledged to Counterparties
The table below summarizes the Company’s assets pledged as collateral under repurchase agreements and derivative agreements by type, including securities pledged related to securities sold butnot yet settled, as of* September 30, 2026* and* December 31, 2025*.
14
| (in thousands) | ||||||||
|---|---|---|---|---|---|---|---|---|
| September 30, 2026 · December 31, 2025 | ||||||||
| Repurchase · Derivative · Repurchase · Derivative | ||||||||
| Assets Pledged to Counterparties · Agreements · Agreements · Total · Agreements · Agreements · Total | ||||||||
| PT RMBS - fair value | $10,602,397 | $ | - | $10,602,397 | $10,489,655 | $ | - | $10,489,655 |
| Structured RMBS - fair value | 11,383 | - | 11,383 | 13,088 | - | 13,088 | ||
| U.S. Treasury securities | - | 207,861 | 207,861 | - | 135,133 | 135,133 | ||
| Accrued interest on pledged securities | 51,085 | 1,740 | 52,825 | 48,537 | 36 | 48,573 | ||
| Restricted cash | 130,044 | 21,501 | 151,545 | 51,171 | 7,525 | 58,696 | ||
| Total | $10,794,909 | $231,102 | $11,026,011 | $10,602,451 | $142,694 | $10,745,145 | ||
Assets Pledged from Counterparties
The table below summarizes assets pledged to the Company from counterparties under repurchase agreements and derivative agreements as of* September 30, 2026* and* December 31, 2025*.
| (in thousands) | |||||
|---|---|---|---|---|---|
| Reverse | |||||
| Repurchase · Repurchase · Derivative | |||||
| Agreements · Agreements · Agreements · Total | |||||
| Cash | $1,428 | $ | - | $11,729 | $13,157 |
| U.S. Treasury securities - fair value | - | 435,939 | - | 435,939 | |
| Total | $1,428 | $435,939 | $11,729 | $449,096 | |
| Cash | $12,549 | $ | - | $360 | $12,909 |
| U.S. Treasury securities - fair value | - | 128,724 | - | 128,724 | |
| Total | $12,549 | $128,724 | $360 | $141,633 | |
U.S. Treasury securities received as margin under the Company's repurchase agreements arenot recorded in the balance sheets because the counterparty retains ownership of the security. Cash received as margin is recognized in cash and cash equivalents with a corresponding amount recognized as an increase in repurchase agreements or other liabilities in the balance sheets.
NOTE7. OFFSETTING ASSETS AND LIABILITIES
The Company’s derivative agreements and repurchase agreements are subject to underlying agreements with master netting or similar arrangements, which provide for the right of offset in the event of default or in the event of bankruptcy of either party to the transactions. The Company reports its assets and liabilities subject to these arrangements on a gross basis in the case of repurchase agreements and for certain derivative agreements. CME and LCH rules characterize variation margin transfers as settlement payments, as opposed to adjustments to collateral. As a result, derivative assets and liabilities associated with centrally cleared derivatives for which the CME or LCH serves as the central clearing party are presented as if these derivatives had been settled as of the reporting date.
The following table presents information regarding those assets and liabilities subject to such arrangements as if the Company had presented them on a net basis as of* September 30, 2026* and* December 31, 2025*.
15
| (in thousands) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Offsetting of Assets | |||||||||
| Net Amount · Gross Amount Not | |||||||||
| Gross · Gross · of Assets · Offset in the Balance Sheet | |||||||||
| Amount · Amount · Presented · Financial | |||||||||
| of · Offset in the · in the · Instruments · Cash | |||||||||
| Recognized · Balance · Balance · Received as · Received as · Net | |||||||||
| Assets · Sheet · Sheet · Collateral · Collateral · Amount | |||||||||
| Interest rate swaps | $7,037 | $ | - | $7,037 | $ | - | $ | - | $7,037 |
| TBA securities | 13,666 | - | 13,666 | - | (11,729) | 1,937 | |||
| Reverse repurchase agreements | 460,471 | - | 460,471 | (435,939) | - | 24,532 | |||
| $481,174 | $ | - | $481,174 | $(435,939) | $(11,729) | $33,506 | |||
| Interest rate swaps | $8,237 | $ | - | $8,237 | $ | - | $ | - | $8,237 |
| TBA securities | 1,015 | - | 1,015 | - | (360) | 655 | |||
| Reverse repurchase agreement | 128,613 | - | 128,613 | (128,613) | - | - | |||
| $137,865 | $ | - | $137,865 | $(128,613) | $(360) | $8,892 | |||
| (in thousands) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Offsetting of Liabilities | ||||||||
| Net Amount · Gross Amount Not | ||||||||
| Gross · Gross · of Liabilities · Offset in the Balance Sheet | ||||||||
| Amount · Amount · Presented · Financial | ||||||||
| of · Offset in the · in the · Instruments | ||||||||
| Recognized · Balance · Balance · Posted as · Cash Posted · Net | ||||||||
| Liabilities · Sheet · Sheet · Collateral · as Collateral · Amount | ||||||||
| Repurchase Agreements | $10,361,717 | $ | - | $10,361,717 | $(10,231,673) | $(130,044) | $ | - |
| TBA securities | 1,180 | - | 1,180 | - | - | 1,180 | ||
| $10,362,897 | $ | - | $10,362,897 | $(10,231,673) | $(130,044) | $1,180 | ||
| Repurchase Agreements | $10,115,466 | $ | - | $10,115,466 | $(10,064,295) | $(51,171) | $ | - |
| TBA securities | 1,846 | - | 1,846 | - | (1,846) | - | ||
| $10,117,312 | $ | - | $10,117,312 | $(10,064,295) | $(53,017) | $ | - | |
The amounts disclosed for collateral received by or posted to the same counterparty up to andnot exceeding the net amount of the asset or liability presented in the balance sheets. The fair value of the actual collateral received by or posted to the same counterparty typically exceeds the amounts presented. See Note6 for a discussion of collateral posted or received against or for repurchase obligations and derivative and other hedging instruments.
NOTE8. CAPITAL STOCK
Common Stock Issuances
During thenine months ended* September 30, 2026* and the year ended* December 31, 2025*, the Company completed the following public offerings of shares of its common stock. The Company didnot complete any public offerings of shares of its common stock during thethree months ended* September 30, 2026.*
16
| ($ in thousands, except per share amounts) | ||||
|---|---|---|---|---|
| Weighted | ||||
| Average | ||||
| Price | ||||
| Received · Net | ||||
| Type of Offering | Period | Per Share(1) | Shares | Proceeds(2) |
| At the Market Offering Program(3) | First Quarter | $7.40 | 14,558,681 | $107,767 |
| At the Market Offering Program(3) | Second Quarter | $6.94 | 4,000,000 | 27,758 |
| Total | 18,558,681 | $135,525 | ||
| At the Market Offering Program(3) | First Quarter | $8.17 | 25,142,046 | $205,424 |
| At the Market Offering Program(3) | Second Quarter | 7.01 | 19,884,204 | 139,416 |
| At the Market Offering Program(3) | Third Quarter | 7.03 | 21,664,659 | 152,345 |
| At the Market Offering Program(3) | Fourth Quarter | 7.24 | 33,738,722 | 244,238 |
| Total | 100,429,631 | $741,423 | ||
| (1) | Weighted average price received per share is after deducting the underwriters’ discount, if applicable, and other offering costs. |
| (2) | Net proceeds are net of the underwriters’ discount, if applicable, and other offering costs. |
| (3) | The Company has entered into 14 equity distribution agreements, 13 of which have either been terminated because all shares were sold or were replaced with a subsequent agreement. |
Stock Repurchase Program
On* July 29, 2015,the Company’s Board of Directors authorized the repurchase of up to 400,000 shares of the Company’s common stock. On February 8, 2018,the Board of Directors approved an increase in the stock repurchase program for up to an additional 904,564 shares of the Company's common stock. Coupled with the 156,751 shares remaining from the original 400,000 share authorization, the increased authorization brought the total authorization to 1,061,315 shares, representing10%* of the Company’s then outstanding share count.
On* December 9, 2021,the Board of Directors approved an increase in the number of shares of the Company’s common stock available in the stock repurchase program for up to an additional 3,372,399 shares, bringing the remaining authorization under the stock repurchase program to 3,539,861 shares, representing approximately10%* of the Company’s then outstanding shares of common stock.
On* October 12, 2022,the Board of Directors approved an increase in the number of shares of the Company’s common stock available in the stock repurchase program for up to an additional 4,300,000 shares, bringing the remaining authorization under the stock repurchase program to 6,183,601 shares, representing approximately18%* of the Company’s then outstanding shares of common stock.
On* June 22, 2026,the Board of Directors approved an increase in the number of shares of the Company’s common stock available in the stock repurchase program for up to an additional 25,000,000 shares, bringing the remaining authorization under the stock repurchase program to 26,612,580 shares, representing approximately13.3%* of the Company’s then outstanding shares of common stock.
As part of the stock repurchase program, shares* maybe purchased in open market transactions, block purchases, through privately negotiated transactions, or pursuant to any trading plan that maybe adopted in accordance with Rule10b5*-1 of the Securities Exchange Act of1934, as amended (the “Exchange Act”). Open market repurchases will be made in accordance with Exchange Act Rule10b-18, which sets certain restrictions on the method, timing, price and volume of open market stock repurchases. The timing, manner, price and amount of any repurchases will be determined by the Company in its discretion and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The authorization doesnot obligate the Company to acquire any particular amount of common stock. The stock repurchase program* maybe suspended or discontinued at the Company’s discretion without prior notice and hasno* termination date.
17
From the inception of the stock repurchase program through* September 30, 2026*, the Company repurchased a total of 12,310,506 shares at an aggregate cost of approximately $123.3 million, including commissions and fees, for a weighted average price of $10.02 per share. During thethree months ended* September 30, 2026*, the Company repurchased a total of 4,946,123 shares at an aggregate cost of approximately $31.2 million, including commissions and fees, for a weighted average price of $6.30 per share. During thenine months ended* September 30, 2026*, the Company repurchased a total of 6,052,680 shares at an aggregate cost of approximately $38.5 million, including commissions and fees, for a weighted average price of $6.36 per share. During the year ended* December 31, 2025*, the Company repurchased a total of 1,113,224 shares at an aggregate cost of approximately $7.3 million, including commissions and fees, for a weighted average price of $6.52 per share. Subsequent to* September 30, 2026,the Company repurchased a total of 1,669,704 shares at an aggregate cost of approximately $8.4 million, including commissions and fees, for a weighted average price of $5.05 per share. The remaining authorization under the stock repurchase program as of October 22, 2026* was 19,996,753 shares.
Cash Dividends
The table below presents the cash dividends declared on the Company’s common stock.
| (in thousands, except per share amounts) | ||
|---|---|---|
| Year | Per Share Amount | Total |
| 2013 | $6.975 | $4,662 |
| 2014 | 10.800 | 22,643 |
| 2015 | 9.600 | 38,748 |
| 2016 | 8.400 | 41,388 |
| 2017 | 8.400 | 70,717 |
| 2018 | 5.350 | 55,814 |
| 2019 | 4.800 | 54,421 |
| 2020 | 3.950 | 53,570 |
| 2021 | 3.900 | 97,601 |
| 2022 | 2.475 | 87,906 |
| 2023 | 1.800 | 81,127 |
| 2024 | 1.440 | 96,309 |
| 2025 | 1.440 | 190,930 |
| 2026 - YTD(1) | 1.060 | 208,033 |
| Totals | $70.390 | $1,103,869 |
| (1) | On October 14, 2026, the Company declared a dividend of $0.10 per share to be paid on November 27, 2026. The effect of this dividend is included in the table above but is not reflected in the Company’s financial statements as of September 30, 2026. |
NOTE9. STOCK INCENTIVE PLAN
In2021, the Company’s Board of Directors adopted, and the stockholders approved, the Orchid Island Capital, Inc.2021 Equity Incentive Plan (the*“2021* Incentive Plan”) to replace the Orchid Island Capital, Inc.2012 Equity Incentive Plan (the*“2012* Incentive Plan” and together with the2021 Incentive Plan, the “Incentive Plans”). The2021 Incentive Plan provides for the award of stock options, stock appreciation rights, stock awards, PUs, other equity-based awards (and dividend equivalents with respect to awards of PUs and other equity-based awards) and incentive awards. The2021 Incentive Plan is administered by the Compensation Committee of the Company’s Board of Directors except that the Company’s full Board of Directors will administer awards made to directors who arenot employees of the Company or its affiliates. The2021 Incentive Plan provides for awards of up to an aggregate of 10% of the issued and outstanding shares of the Company’s common stock (on a fully diluted basis) at the time of the awards, subject to a maximum aggregate 1,473,324 shares of the Company’s common stock that* maybe issued under the2021* Incentive Plan.
Performance Units
The Company has issued, and* mayin the future issue additional, PUs under the Incentive Plans to certain executive officers and employees of its Manager. PUs vest after the end of a defined performance period, based on satisfaction of the performance conditions set forth in the PU agreement. When earned, each PU will be settled by the issuance ofone* share of the Company’s common stock, at which time the PU will be cancelled. The PUs contain dividend equivalent rights, which entitle the Participants to receive distributions declared by the Company on common stock, but donot include the right to vote the underlying shares of common stock. PUs are subject to forfeiture should the participantno longer serve as an executive officer or employee of the Company or the Manager. Compensation expense for the PUs, included in incentive compensation on the statements of comprehensive income (loss), is recognized over the remaining vesting period once it becomes probable that the performance conditions will be achieved. The dividend payable on the PUs as of* September 30, 2026* and* December 31, 2025*was $26,000 and $6,000, respectively, and is included in “Due to affiliates” in the Company's balance sheet.
The following table presents information related to PUs outstanding during thenine months ended* September 30, 2026and2025*.
| ($ in thousands, except per share data) | ||||
|---|---|---|---|---|
| Nine Months Ended September 30, | ||||
| 2026 · 2025 | ||||
| Weighted · Weighted | ||||
| Average · Average | ||||
| Grant Date | Grant Date | |||
| Shares | Fair Value | Shares | Fair Value | |
| Unvested, beginning of period | 51,463 | $9.05 | 80,201 | $10.12 |
| Granted | 240,486 | 7.23 | 18,137 | 8.27 |
| Forfeited(1) | - | - | (2,393) | 9.13 |
| Vested and issued | (28,723) | 9.54 | (34,479) | 10.84 |
| Unvested, end of period | 263,226 | $7.33 | 61,466 | $9.21 |
| Compensation expense during period | $600 | $242 | ||
| Unrecognized compensation expense, end of period | $1,295 | $215 | ||
| Intrinsic value, end of period | $1,429 | $431 | ||
| Weighted-average remaining vesting term (in years) | 1.5 | 1.0 | ||
| (1) | During 2025, a participant's service as an employee of the Manager ended, resulting in the forfeiture of 2,393 PUs as provided in the Plans. |
Stock Awards
The Company has issued, and* mayin the future issue additional, immediately vested common stock under the Incentive Plans to certain executive officers and employees of its Manager. The following table presents information related to fully vested common stock issued during thenine* months ended* September 30, 2026and2025*. All of the fully vested shares of common stock issued during thenine months ended* September 30, 2026and2025*, and the related compensation expense, were granted with respect to service performed during the fiscal years ended* December 31, 2025and2024*, respectively.
| ($ in thousands, except per share data) | ||
|---|---|---|
| Nine Months Ended September 30, | ||
| 2026 | 2025 | |
| Fully vested shares granted | 240,486 | 18,137 |
| Weighted average grant date price per share | $7.23 | $8.27 |
| Compensation expense related to fully vested shares of common stock awards (1) | $1,739 | $150 |
| (1) | The awards issued during the three months ended March 31, 2026 and 2025 were granted with respect to service performed in 2025 and 2024, respectively. |
Deferred Stock Units
Non-employee directors receive a portion of their compensation in the form of DSU awards pursuant to the Incentive Plans. Each DSU represents a right to receiveone share of the Company’s common stock. Each non-employee director* mayelect to receive all of his or her compensation in the form of DSUs. The DSUs are immediately vested and are settled at a future date based on the election of the individual participant. Compensation expense for the DSUs is included in directors’ fees and liability insurance in the statements of comprehensive income (loss). The DSUs contain dividend equivalent rights, which entitle the participant to receive distributions declared by the Company on common stock. These dividend equivalent rights are settled in cash or additional DSUs at the participant’s election. The DSUs donot* include the right to vote the underlying shares of common stock. The dividend payable on the DSUs as of* September 30, 2026* and* December 31, 2025*was $76,000 and $74,000, respectively, and is included in “Other liabilities” in the Company's balance sheet.
The following table presents information related to the DSUs outstanding during thenine months ended* September 30, 2026and2025*.
| ($ in thousands, except per share data) | ||||
|---|---|---|---|---|
| Nine Months Ended September 30, | ||||
| 2026 · 2025 | ||||
| Weighted · Weighted | ||||
| Average · Average | ||||
| Grant Date | Grant Date | |||
| Shares | Fair Value | Shares | Fair Value | |
| Outstanding, beginning of period | 232,968 | $11.07 | 154,385 | $12.98 |
| Granted and vested | 58,637 | 7.02 | 57,516 | 7.41 |
| Outstanding, end of period | 291,605 | $10.26 | 211,901 | $11.47 |
| Compensation expense during period | $311 | $343 | ||
| Intrinsic value, end of period | $1,583 | $1,485 | ||
NOTE10. COMMITMENTS AND CONTINGENCIES
From time to time, the Company* maybecome involved in various claims and legal actions arising in the ordinary course of business. Management isnot* aware of any reported or unreported contingencies as of* September 30, 2026*.
NOTE11. INCOME TAXES
The Company will generallynot be subject to U.S. federal income tax on its REIT taxable income to the extent that it distributes its REIT taxable income to its stockholders and satisfies the ongoing REIT requirements, including meeting certain asset, income and stock ownership tests. A REIT must generally distribute at least90% of its REIT taxable income, determined without regard to the deductions for dividends paid and excluding net capital gain, annually to its stockholders, to maintain REIT status. To avoid a 4% excise tax, a REIT generally must distribute during the taxable year an amount equal to at least85% of its ordinary income,95% of its capital gain net income, and certain undistributed income from prior taxable years. The remaining balance* may*be distributed up to the end of the following taxable year, provided the REIT elects to treat such amount as a prior year distribution and meets certain other requirements.
NOTE12. EARNINGS PER SHARE (EPS)
The Company had dividend eligible PUs and DSUs that were outstanding during thenine andthree months ended* September 30, 2026and2025*. The basic and diluted per share computations include these unvested PUs and DSUs if there is income available to common stock, as they have dividend participation rights. The unvested PUs and DSUs haveno contractual obligation to share in losses. Because there isno such obligation, the unvested PUs and DSUs arenot included in the basic and diluted EPS computations whenno income is available to common stock even though they are considered participating securities.
20
The table below reconciles the numerator and denominator of EPS for thenine andthree months ended* September 30, 2026and2025*.
| (in thousands, except per share information) | ||||
|---|---|---|---|---|
| Nine Months Ended September 30, | Three Months Ended September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| Basic and diluted EPS per common share: | ||||
| Numerator for basic and diluted EPS per share of common stock: | ||||
| Net (loss) income - Basic and diluted | $(109,683) | $55,622 | $(178,920) | $72,078 |
| Weighted average shares of common stock: | ||||
| Shares of common stock outstanding at the balance sheet date | 194,662 | 148,239 | 194,662 | 148,239 |
| Unvested dividend eligible share based compensation outstanding at the balance sheet date | - | 273 | - | 273 |
| Effect of weighting | 1,308 | (32,938) | 3,793 | (12,143) |
| Weighted average shares-basic and diluted | 195,970 | 115,574 | 198,455 | 136,369 |
| Net (loss) income per common share: | ||||
| Basic and diluted | $(0.56) | $0.48 | $(0.90) | $0.53 |
| Anti-dilutive incentive shares not included in calculation | 555 | - | 555 | - |
NOTE13. FAIR VALUE
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company classifies recurring fair value measurements within the fair value hierarchy based on the lowest level input that is significant to the measurement in its entirety. These inputs are:
| ● | Level 1 valuations, where the valuation is based on quoted market prices for identical assets or liabilities traded in active markets (which include exchanges and over-the-counter markets with sufficient volume), |
| ● | Level 2 valuations, where the valuation is based on quoted market prices for similar instruments traded in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market, and |
| ● | Level 3 valuations, where the valuation is generated from model-based techniques that use significant unobservable assumptions. These unobservable assumptions reflect the Company’s own estimates for assumptions that market participants would use in pricing the asset or liability, developed using the best information available in the circumstances. Valuation techniques typically include option pricing models, discounted cash flow models and similar techniques, but may also include the use of market prices of assets or liabilities that are not directly comparable to the subject asset or liability. |
The Company's RMBS and TBA securities are classified within Level2 of the fair value hierarchy, and such valuations currently are determined by the Company based on independent pricing sources and/orthird party broker quotes. Because the price estimates* may*vary, the Company must make certain judgments and assumptions about the appropriate price to use to calculate the fair values. The Company and the independent pricing sources use various valuation techniques to determine the price of the Company’s securities. These techniques include observing the most recent market for like or identical assets (including security coupon, maturity, yield, and prepayment speeds), spread pricing techniques to determine market credit spreads (option adjusted spread,zero volatility spread, spread to the U.S. Treasury curve or spread to a benchmark such as a TBA), and model driven approaches (the discounted cash flow method, Black Scholes and SABR models which rely upon observable market rates such as the term structure of interest rates and volatility). The appropriate spread pricing method used is based on market convention. The pricing source determines the spread of recently observed trade activity or observable markets for assets similar to those being priced. The spread is then adjusted based on variances in certain characteristics between the market observation and the asset being priced. Those characteristics include: type of asset, the expected life of the asset, the stability and predictability of the expected future cash flows of the asset, whether the coupon of the asset is fixed or adjustable, the guarantor of the security if applicable, the coupon, the maturity, the issuer, size of the underlying loans, year in which the underlying loans were originated, loan to value ratio, state in which the underlying loans reside, credit score of the underlying borrowers and other variables if appropriate. The fair value of the security is determined by using the adjusted spread.
The Company’s U.S. Treasury securities that are based on quoted prices for identical instruments in active markets are classified within Level1 of the fair value hierarchy. U.S. Treasury securities are classified within Level2 of the fair value hierarchy investments when they were issued before the current on-the-run security and were still outstanding at measurement date.
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The Company’s futures contracts are classified within Level1 of the fair value hierarchy, as they are exchange-traded instruments and quoted market prices are readily available. Futures contracts are settled daily. The Company’s interest rate swaps, interest rate swaptions and dual digital options are classified within Level2 of the fair value hierarchy. The fair value of interest rate swaps is determined using a discounted cash flow approach using forward market interest rates and discount rates, which are observable inputs. The fair value of interest rate swaptions and dual digital options are determined using an option pricing model.
RMBS, U.S. Treasury securities, derivatives and TBA securities were recorded at fair value on a recurring basis during thenine andthree months ended* September 30, 2026and2025*. When determining fair value measurements, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset. When possible, the Company looks to active and observable markets to price identical assets. When identical assets arenot traded in active markets, the Company looks to market observable data for similar assets.
The estimated fair value of cash and cash equivalents, restricted cash, accrued interest receivable, receivable for securities sold, other assets, due to affiliates, repurchase agreements, payable for unsettled securities purchased, accrued interest payable and other liabilities generally approximates their carrying values due to the short-term nature of these financial instruments as of* September 30, 2026* and* December 31, 2025*. The Company estimates the fair value of the cash and cash equivalents and restricted cash using Level1 inputs, and the accrued interest receivable, receivable for securities sold, other assets, due to affiliates, repurchase agreements, payable for unsettled securities purchased, accrued interest payable and other liabilities using Level2 inputs.
The following table presents financial assets (liabilities) measured at fair value on a recurring basis as of* September 30, 2026* and* December 31, 2025*. Derivative contracts are reported as a net position by contract type, andnot based on master netting arrangements.
| (in thousands) | |||||
|---|---|---|---|---|---|
| Quoted Prices | |||||
| in Active · Significant | |||||
| Markets for · Other · Significant | |||||
| Identical · Observable · Unobservable | |||||
| Assets · Inputs · Inputs | |||||
| (Level 1) · (Level 2) · (Level 3) | |||||
| Mortgage-backed securities | $ | - | $10,667,068 | $ | - |
| U.S. Treasury securities | - | 207,861 | - | ||
| Interest rate swaps | - | 7,037 | - | ||
| TBA securities | - | 12,486 | - | ||
| Obligation to return securities borrowed under reverse repurchase agreements | (435,692) | ||||
| Mortgage-backed securities | $ | - | $10,628,658 | $ | - |
| U.S. Treasury securities | - | 135,133 | - | ||
| Interest rate swaps | - | 8,237 | - | ||
| TBA securities | - | (831) | - | ||
| Obligation to return securities borrowed under reverse repurchase agreements | (128,724) | ||||
During thenine andthree months ended* September 30, 2026and2025*, there wereno transfers of financial assets or liabilities between levels1, 2 or3.
NOTE14. RELATED PARTY TRANSACTIONS
Management Agreement
The Company is externally managed and advised by Bimini Advisors, LLC (the “Manager”) pursuant to the terms of a management agreement. The management agreement has been renewed through* February 20, 2027*and provides for automaticone-year extension options thereafter and is subject to certain termination rights. Under the terms of the management agreement, the Manager is responsible for administering the business activities and day-to-day operations of the Company. The Manager receives a monthly management fee in the amount of:
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| ● | One-twelfth of 1.5% of the first $250 million of the Company’s month-end equity, as defined in the management agreement, |
| ● | One-twelfth of 1.25% of the Company’s month-end equity that is greater than $250 million and less than or equal to $500 million, and |
| ● | One-twelfth of 1.00% of the Company’s month-end equity that is greater than $500 million. |
The Manager also provides certain repurchase agreement trading, clearing and administrative services to the Company. In consideration for such services, the Company pays the following fees to the Manager:
| ● | A daily fee equal to the outstanding principal balance of repurchase agreement funding in place as of the end of such day multiplied by 1.5 basis points for the amount of aggregate outstanding principal balance less than or equal to $5 billion, and multiplied by 1.0 basis point for any amount of aggregate outstanding principal balance in excess of $5 billion, and |
| ● | A fee for the clearing and operational services provided by personnel of the Manager equal to $10,000 per month. |
The Company is obligated to reimburse the Manager for any direct expenses incurred on its behalf and to pay the Manager the Company’s pro rata portion of certain overhead costs set forth in the management agreement. Should the Company terminate the management agreement without cause, it will pay the Manager a termination fee equal tothree times the average annual management fee, as defined in the management agreement, before or on the last day of the term of the agreement.
Total expenses recorded for the management fee, allocated overhead and repurchase agreement trading, clearing and administrative services were approximately $15.2 million and $5.0 million for thenine andthree months ended* September 30, 2026*, respectively, and $11.9 million and $4.5 million for thenine andthree months ended* September 30, 2025*, respectively. At* September 30, 2026* and* December 31, 2025*, the net amount due to affiliates was approximately $1.7 million and $1.7 million, respectively.
Other Relationships with Bimini
Robert Cauley, the Company’s Chief Executive Officer and Chairman of the Board of Directors, also serves as Chief Executive Officer and Chairman of the Board of Directors of Bimini and owns shares of common stock of Bimini. George H. Haas, IV, the Company’s Chief Financial Officer, Chief Investment Officer, Secretary and a member of the Board of Directors, also serves as the Chief Financial Officer, Chief Investment Officer and Treasurer of Bimini and owns shares of common stock of Bimini. In addition, as of* September 30, 2026*, Bimini owned 569,071 shares, or 0.3%, of the Company’s common stock.
NOTE15. SEGMENT INFORMATION
The Company follows ASC280, Segment Reporting, which establishes standards for the way public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in financial statements issued to shareholders. The Company’s Chief Operating Decision Maker ("CODM"), its CEO, assesses performance and allocates resources based on company-wide financial information. The Company derives nearly all of its income from interest on its RMBS portfolio. Consequently, the Company has determined that it operates in a single reportable segment and the strategic purpose of all operating activities is to support thatone segment. The CODM evaluates company-wide performance based on multiple performance measures, including net income, which is the Company's primary measure of segment performance. The CODM doesnot generally evaluate the Company's performance using asset or historical cash flow information. Because the Company hasone reportable segment, the required segment financial information is included in the financial statements. Significant expenses within net income that are used to evaluate performance are each separately presented in the statements of comprehensive income (loss). The Company doesnot distinguish between markets or segments for the purpose of internal reporting. The Company's segment assets are presented in the Company's Balance Sheets under total assets.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.