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BIMINI CAPITAL MANAGEMENT, INC.

For the period ended Sep 30, 2026. Filed Nov 6, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 6, 2026

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Notes to Condensed Consolidated Financial Statements (unaudited)

BIMINI CAPITAL MANAGEMENT,** INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

September 30, 2026

NOTE1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Business Description

Bimini Capital Management, Inc., a Maryland corporation (“Bimini Capital” and collectively with its subsidiaries, the “Company”), operates inthree business segments through its wholly owned subsidiaries and an 80% ownership stake in Tom Johnson Investment Management, LLC (“TJIM”), which was acquired on* April 1, 2026.See “TJIM”* **below for details of the acquisition of TJIM and the TJIM business.

Our wholly owned subsidiary Bimini Advisors, LLC (an SEC-registered investment advisor referred to as “Bimini Advisors”) manages a mortgage-backed securities (“MBS”) portfolio for Orchid Island Capital, Inc. (“Orchid”) and receives fees for providing these services. Bimini Advisors also provides certain repurchase agreement trading, clearing and administrative services to Orchid. Bimini Advisors also manages the portfolio of Royal Palm Capital LLC (including its subsidiaries, “Royal Palm”), another wholly owned subsidiary. Royal Palm's investment portfolio consists primarily of residential MBS investments and shares of Orchid common stock, for its own benefit.

TJIM

On* April 1, 2026,*the Company completed the acquisition of an 80% ownership stake in TJIM (the “TJIM Acquisition”), an SEC-registered investment adviser.

The Company now operates as a diversified financial services and asset management platform providing discretionary and non-discretionary investment advisory services to institutional investors, high-net-worth individuals, retirement plans, subadvisor platforms, and foundations.

TJIM manages over $1.7 billion in regulatory assets under management across equity, fixed income, and balanced strategies. Operating as a fiduciary, TJIM provides discretionary portfolio management centered on fundamental research, high-quality security selection, and continuous risk oversight.

TJIM delivers investment strategies throughtwo primary operational channels. For direct advisory clients - including individuals, high-net-worth families, retirement plans, foundations, and institutions - TJIM constructs customized Separately Managed Accounts ("SMAs") paired with dedicated personal service. TJIM also serves as a trustedthird-party asset manager on many of the industry’s prominent nationally distributed platforms, enabling financial advisors at broker-dealers, banks, insurance companies, and independent RIAs to complement their existing practices with TJIM’s time-tested strategies:

●TJIM Core/Relative Value Stock Portfolio
●TJIM Diversified Stock Income Portfolio
●TJIM Fixed Income Portfolio
●TJIM Intermediate Fixed Income Portfolio
●TJIM Balanced Portfolios
●TJIM Tax-Exempt Fixed Income Portfolio
●TJIM Short-Term Income Portfolio
●TJIM Asset Allocations Portfolios

TJIM is compensated primarily through asset-based management fees calculated as a percentage of assets under management.

With the exception of the “Pro Forma Financial Information” included in Note16, the financial information contained in these financial statements relating to TJIM takes into account only the results of operations and performance of TJIM after* April 1, 2026.*

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Segment Reporting

The Company’s operations are classified into three reportable segments: the asset management segment of Bimini Advisors, the asset management segment of TJIM, and the investment portfolio segment. These segments are evaluated by management in deciding how to allocate resources and in assessing performance. The accounting policies of the operating segments are the same as those of the Company’s except that inter-segment revenues and expenses are included in the presentation of segment results. For further information see Note14.

Consolidation

The accompanying condensed consolidated financial statements include the accounts of Bimini Capital and its subsidiaries, as listed above. All inter-company accounts and transactions have been eliminated.

Basis of Presentation

The accompanying unaudited condensed consolidated 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 Article8 of Regulation S-X. Accordingly, they* may**not* 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 periods are 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 consolidated 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 consolidated financial statements. For further information, refer to the financial statements and footnotes included in the Company’s Annual Report on Form10-K for the year ended* December 31, 2025*.

Reclassifications

Beginning in the current period, the Company aggregated certain financial statement line items to enhance the presentation and readability of its consolidated financial statements. Comparative prior-period amounts have been conformed to the current presentation, where applicable. The aggregation of these line items hadno effect on previously reported total assets, total liabilities, stockholders' equity, net income, earnings per share, or cash flows.

Use of Estimates

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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could significantly differ from those estimates. Significant estimates affecting the accompanying consolidated financial statements include determining the value of and estimated useful lives of intangible assets, determining the fair values of MBS and the amounts of asset valuation allowances, determining the fair value of assets acquired and liabilities assumed in business combinations, including redeemable noncontrolling interests and deferred consideration, and the computation of the income tax provision or benefit and the deferred tax asset allowances recorded for each accounting period.

Variable Interest Entities

A variable interest entity (“VIE”) is consolidated by an enterprise if it is deemed the primary beneficiary of the VIE. The Company obtains interests in VIEs through its investments in MBS. The 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 the interest in these VIEs as MBS. See Note3. The maximum exposure to loss for these VIEs is the carrying value of the MBS.

Bimini Capital has a common share investment in a trust, Bimini Capital Trust II, (“BCTII”), used in connection with the issuance of Bimini Capital's junior subordinated notes. BCTII is a VIE, as the holders of the equity investment at risk donot have adequate decision-making ability over BCTII’s activities. Bimini Capital's investment was financed directly by BCTII as a result of its loan of the proceeds to Bimini Capital; therefore, that investment isnot an equity investment at risk and isnot a variable interest. Since Bimini Capital isnot the primary beneficiary of BCTII, the Company hasnot consolidated the financial statements of BCTII into its consolidated financial statements, and this investment is accounted for on the equity method. See Note8.

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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 margin for derivative instruments. The following table presents the Company’s cash, cash equivalents and restricted cash as of* September 30, 2026* and* December 31, 2025*.

September 30, 2026December 31, 2025
Cash and cash equivalents$8,404,578$12,696,660
Restricted cash317,4991,621,399
Total cash, cash equivalents and restricted cash$8,722,077$14,318,059

The Company maintains cash balances at several banks and excess margin withone exchange clearing member. 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 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 significant credit risk on cash and cash equivalents or restricted cash balances.

Advisory Services

Bimini Advisors manages and advises Orchid pursuant to the terms of a management agreement. See Note2. Under the terms of the management agreement, Orchid is obligated to pay Bimini Advisors a monthly management fee and a pro rata portion of certain overhead costs and to reimburse the Company for any direct expenses incurred on its behalf. Revenues from management fees are recognized over the period of time in which the service is performed.

TJIM provides discretionary and non-discretionary investment advisory services to institutional investors, high-net-worth individuals, retirement plans, subadvisor platforms, and foundations. See Note2. Advisory service fee income is earned pursuant to investment advisory agreements and is generally calculated as a percentage of assets under management. Revenue is recognized over time as investment management services are provided. Fees are generally received in arrears.

Accounts Receivable

Accounts receivable consist primarily of investment advisory, asset management, and other fee-based revenues earned in the ordinary course of business. Receivables are recorded when the Company's right to consideration becomes unconditional and are presented net of an allowance for expected credit losses. The Company maintains an allowance for expected credit losses in accordance with Accounting Standards Codification ("ASC") Topic326, Financial Instruments—Credit Losses. The allowance reflects management's estimate of lifetime expected credit losses and is based on historical loss experience, the aging of outstanding receivables, the financial condition and payment history of customers, current economic conditions, and reasonable and supportable forecasts that* mayaffect collectability. Investment advisory fee receivables are generally short-term in nature and are collected pursuant to contractual arrangements with clients or directly from client investment accounts maintained by qualified custodians. As a result, the Company has historically experienced minimal credit losses on these receivables. As such, as of September**30,* 2026 and* December 31, 2025,the Company hasnot* recorded an allowance for credit losses. Management evaluates the adequacy of the allowance on a recurring basis and adjusts the allowance, as necessary, based on changes in facts and circumstances.

Accounts receivable are written off when management determines that collection isnot probable, after considering all available information and collection efforts. Any subsequent recoveries of amounts previously written off are recorded as a reduction of credit loss expense in the period collected.

Because substantially all accounts receivable arise from contractual fee arrangements with investment advisory clients and are generally collected within a relatively short period, the Company believes that its exposure to credit risk is limited. The Company doesnot generally require collateral from its clients.

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Mortgage-Backed Securities and U.S. Treasury Notes

The investment portfolio of Royal Palm is invested primarily in common shares of Orchid and mortgage pass-through (“PT”) MBS issued by Freddie Mac, Fannie Mae or Ginnie Mae, collateralized mortgage obligations (“CMOs”), interest-only (“IO”) securities and inverse interest-only (“IIO”) securities representing interests in or obligations backed by pools of mortgage-backed loans. The Company refers to MBS and CMOs as PT MBS and IO and IIO securities as structured MBS. The Company also invests in U.S. Treasury Notes. The Company has elected to account for its investment in MBS and U.S. Treasury Notes under the fair value option. Electing the fair value option requires the Company to record changes in fair value in the consolidated statement of operations, which, in management’s view, more appropriately reflects the results of the Company’s operations for a particular reporting period and is consistent with the underlying economics and how the portfolio is managed.

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.

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 MBS and U.S. Treasury Notes are based on independent pricing sources and/orthird-party broker quotes, when available.

Income on PT MBS and U.S. Treasury Notes is based on the stated interest rate of the security. Premiums or discounts present at the date of purchase arenot amortized. Premium loss and discount accretion resulting from monthly principal repayments are reflected in unrealized gains and losses on MBS in the consolidated statements of operations. 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. Changes in fair value of MBS during each reporting period are recorded in earnings and reported as unrealized gains or losses on MBS in the accompanying consolidated statements of operations. The amount reported as unrealized gains or losses on MBS thus captures the net effect of changes in the fair market value of securities caused by market developments and any premium or discount lost as a result of principal repayments during the period. Realized gains and losses on sales of MBS, using the specific identification method, are reported as a separate component of net portfolio income on the statement of operations.

Orchid Common Stock

The Company accounts for its investment in Orchid common shares at fair value. The change in the fair value and dividends received on this investment are reflected in the consolidated statements of operations for each reporting period. We estimate the fair value of Orchid’s common shares on a market approach using “Level1” inputs based on the quoted market price of Orchid’s common stock on a national stock exchange.

Derivative Financial Instruments

The Company has historically used derivative 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 are interest rate futures contracts, and “to-be-announced” (“TBA”) securities transactions. The Company accounts for TBA securities as derivative instruments. Other types of derivative instruments may*be used in the future. Gains and losses associated with derivative transactions are reported in gain (loss) on derivative instruments in the accompanying consolidated statements of operations.

Derivative instruments are carried at fair value, and changes in fair value are recorded in the consolidated operations 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 settlement of derivatives, including current period net cash settlements on interest rate swaps, are classified as an investing activity on the statements of cash flows. The Company's derivative agreements generally contain provisions that allow for netting or setting off derivative assets and liabilities with the counterparty; however, related assets and liabilities are reported on a gross basis in the Company's consolidated balance sheets. Derivative instruments in a gain position, if any, are reported as derivative assets at fair value and derivative instruments in a loss position, if any, are reported as derivative liabilities at fair value in the consolidated balance sheets.

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Holding derivatives creates exposure to credit risk related to the potential for failure by counterparties 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. The Company’s futures contracts are exchange traded contracts that are valued based on exchange pricing with daily margin requirements. The margin requirement varies based on the market value of the open position and the equity retained in the account. Margin posted is treated as settlement of the outstanding value of the futures contract. Any margin excess or deficit outstanding is recorded as a receivable or payable as of the date of the Company’s balance sheets. The Company realizes gains and losses on these contracts upon expiration equal to the difference between the current fair value of the underlying asset and the contractual price of the futures contract.

Financial Instruments

The fair value of financial instruments is disclosed either in the body of the consolidated financial statements or in the accompanying notes. MBS, U.S. Treasury Notes, Orchid common stock, and derivative assets and liabilities are accounted for at fair value in the consolidated balance sheets. The methods and assumptions used to estimate fair value for these instruments are presented in Note13.

Property and Equipment, net

Property and equipment, net, consists of computer equipment with a depreciable life ofthree years, office furniture and equipment with depreciable lives ofeight to 20 years, land which hasno depreciable life, and our building and its improvements with depreciable lives of 30 years. Property and equipment is recorded at acquisition cost and depreciated to their respective salvage values using the straight-line method over the estimated useful lives of the assets. Depreciation is included in administrative and other expenses in the consolidated statement of operations.

Repurchase Agreements

The Company finances the acquisition of the majority of its PT MBS 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.

Earnings Per Share

Basic earnings per share ("EPS") is calculated as income available to common stockholders divided by the weighted average number of common shares outstanding during the period. Diluted EPS is calculated using the treasury stock ortwo-class method, as applicable for common stock equivalents. However, the common stock equivalents arenot included in computing diluted EPS if the result is anti-dilutive.

Outstanding shares of Class B Common Stock, participating and convertible into Class A Common Stock, are entitled to receive dividends in an amount equal to the dividends declared, if any, on each share of Class A Common Stock. Accordingly, shares of the Class B Common Stock are included in the computation of basic EPS using thetwo-class method and, consequently, are presented separately from Class A Common Stock.

The shares of Class C Common Stock arenot included in the basic EPS computation as these shares donot have participation rights. The outstanding shares of Class B and Class C Common Stock arenot included in the computation of diluted EPS for the Class A Common Stock as the conditions for conversion into shares of Class A Common Stock werenot met.

Any accretion or other adjustment to the redeemable noncontrolling interests is reflected as an adjustment to retained earnings, or in the absence of retained earnings, additional paid-in capital, and reduces income available to common stockholders for EPS purposes.

Income Taxes

Income taxes are provided for using the asset and liability method. Deferred tax assets and liabilities represent the differences between the financial statement and income tax bases of assets and liabilities using enacted tax rates. The measurement of net deferred tax assets is adjusted by a valuation allowance if, based on the Company’s evaluation, it is more likely thannot that they willnot be fully realized in future accounting periods.

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The Company’s U.S. federal income tax returns for years ended on or after* December 31, 2022*remain open for examination. Although management believes its calculations for tax returns are correct and the positions taken thereon are reasonable, the final outcome of a tax examination, should it occur, could be materially different from the tax returns filed by the Company, and those differences could result in significant costs or benefits to the Company. Bimini Capital and its includable subsidiaries, and Royal Palm and its includable subsidiaries, file their tax returns as separate tax paying entities.

The Company assesses the likelihood, based on their technical merit, that uncertain tax positions will be sustained during a tax examination based on the facts, circumstances and information available. The measurement of uncertain tax positions is adjusted when new information is available, or when an event occurs that requires a change. The Company recognizes tax positions in the consolidated financial statements only when it is more likely thannot that the position will be sustained upon examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely thannot be realized upon settlement. The difference between the benefit recognized and the tax benefit claimed on a tax return is referred to as an unrecognized tax benefit and is recorded as a liability in the consolidated balance sheets. The Company has recordedno such liabilities. The Company records income tax-related interest and penalties, if applicable, within the income tax provision.

Business Combinations

Mergers and acquisitions are accounted for using the acquisition method of accounting. Assets and liabilities acquired and assumed are recorded at their fair values as of the date of the transaction. The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Subsequent adjustments to provisional fair value amounts that are identified in reporting periods withinone year after the acquisition date in a business combination are recognized in the reporting period in which the adjustment amounts are determined. Significant estimates and judgments are involved in the fair valuation and purchase price allocation process. Results of operations of the acquired business are included in the statement of operations from the effective date of acquisition.

Redeemable Noncontrolling Interests ("NCI")

Under the terms of TJIM's governing documents and subject to certain conditions, the Company has a call option to purchase the remaining interests from the minority owner (i.e., noncontrolling interests) and the minority owner has a put option to sell all of its interests to the Company for 50% of the redemption price (to be determined using the formula used to determine the purchase price paid by the Company in connection with the TJIM Acquisition) in cash at the closing of such redemption and 50% in a36-month promissory note bearing interest at the prime lending rate. Because the exercise of the put option is outside the control of the Company, the redeemable NCI is recorded in the mezzanine section of its consolidated balance sheets.

The redeemable NCI is carried at the higher of the carrying amount – reflecting the Sellers share of net income/loss, other comprehensive income/loss, and distributions – or the applicable redemption value. The change in carrying value of the redeemable NCI is recorded as an offset to retained earnings, with a corresponding impact on earnings per share. Upon exercise of the call or put options, any difference between the consideration paid and carrying value of the redeemable NCI is recorded as an adjustment to additional paid-in capital.

Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Goodwill is subject to impairment testing at the reporting unit level, which is conducted at least annually or when events or changes in circumstances indicate the goodwill might be impaired. The Company performs a qualitative assessment to determine whether it is more likely thannot that the fair value of a reporting unit is less than its carrying amount. If, after assessing updated qualitative factors, the Company determines it is more likely thannot that the fair value of a reporting unit is less than its carrying amount, it performs a quantitative goodwill impairment test. Determining the fair value of a reporting unit requires judgment and often involves the use of significant estimates and assumptions. Similarly, estimates and assumptions are used in determining the fair value of other intangible assets. Estimates of fair value are primarily determined using discounted cash flows, market comparisons and recent transactions.

Intangible assets are carried at cost less accumulated amortization. Intangible assets are amortized using the straight-line methods over their estimated useful lives. For finite-lived intangible assets, if potential impairment circumstances are considered to exist, the Company will perform a recoverability test using an undiscounted cash flow analysis. If the carrying value of the asset is greater than the total undiscounted cash flows, the difference between the carrying value of the asset and its current fair value would be recognized as an expense in the period in which the impairment occurs.

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To measure the fair value of intangible assets acquired in the TJIM Acquisition, various measurement techniques were used including the relief-from-royalty method for the acquired tradename and the multi-period excess earnings method for the acquired client relationships.

Deferred Consideration

The Company records deferred consideration relating to business combinations in other liabilities on the balance sheet with a corresponding increase to the purchase price at its acquisition date fair value. Because the deferred amount is fixed and payable after a stated period, it isnot contingent on future performance. Any difference between the present value recognized at the acquisition date and the ultimate cash payment is recognized as interest expense over the deferral period using the effective interest method.

Recent Accounting Pronouncements

On* January 1, 2025,the Company adopted Accounting Standards Update ("ASU")2023-09, Income Taxes (Topic740*):Improvements to Income Tax Disclosures, which requires, among other things, greater disaggregation of information in the income tax rate reconciliation and for paid income taxes to be disaggregated by jurisdiction. The Company adopted ASU2023-09 on a retrospective basis, and the adoption didnot have any impact on the financial statements or results of operations.

In* November 2024,the Financial Accounting Standards Board ("FASB") issued ASUNo.* 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 Consolidated 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.

In* November 2025,the FASB issued ASUNo.* 2025-08, Financial Instruments—Credit Losses (Topic326*): Purchased Loans*. The amendments expand the population of acquired financial assets subject to the gross-up approach under Topic326 to include certain purchased seasoned loans that are acquired without evidence of credit deterioration. Under the amended guidance, an allowance for expected credit losses is recognized at the acquisition date as an adjustment to the amortized cost basis of qualifying purchased loans, rather than through current-period credit loss expense. The amendments are intended to improve comparability between the accounting for purchased credit deteriorated loans and other qualifying acquired loans. The amendments in ASU2025-08 are effective for annual reporting periods beginning after* December 15, 2026,including interim reporting periods within those annual reporting periods, with early adoption permitted. The standard is to be applied prospectively to qualifying loans acquired on or after the date of adoption. The Company is currently evaluating the impact of adopting ASU2025*-08. Because the Company doesnot originate or routinely acquire loan portfolios as part of its normal business operations, the Company doesnot currently expect the adoption of ASU2025-08 to have a material impact on its consolidated financial statements or related disclosures.

NOTE2. ADVISORY SERVICES

Bimini Advisors

Bimini Advisors serves as the manager and advisor for Orchid pursuant to the terms of a management agreement. As Manager, Bimini Advisors is responsible for administering Orchid's business activities and day-to-day operations. Pursuant to the terms of the management agreement, Bimini Advisors provides Orchid with its management team, including its officers, along with appropriate support personnel. Bimini Advisors is at all times subject to the supervision and oversight of Orchid's board of directors and has only such functions and authority as delegated to it. Bimini Advisors receives a monthly management fee in the amount of:

●One-twelfth of 1.50% of the first $250 million of Orchid’s month-end equity, as defined in the management agreement,
●One-twelfth of 1.25% of Orchid’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 Orchid’s month-end equity that is greater than $500 million.

The Company also provides certain repurchase agreement trading, clearing and administrative services to Orchid. In consideration for such services, Orchid pays the following fees to the Company:

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●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.

Orchid is obligated to reimburse Bimini Advisors for any direct expenses incurred on its behalf and to pay to Bimini Advisors an amount equal to Orchid's pro rata portion of certain overhead costs set forth in the management agreement. Orchid is required to pay Bimini Advisors by the15th day of the month following the month the services are performed. The management agreement has been renewed through* February 20, 2027*and provides for automaticone-year extension options thereafter. Should Orchid terminate the management agreement without cause, it will be obligated to pay Bimini Advisors 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 applicable renewal term.

The following table summarizes the advisory services revenue from Orchid for thenine andthree months ended* September 30, 2026and2025.*

(in thousands)
Nine Months Ended September 30,Three Months Ended September 30,
2026202520262025
Management fee$12,182$9,023$4,071$3,294
Allocated overhead1,8812,077510887
Repurchase, clearing and administrative fee1,092751370277
Total REIT management fees$15,155$11,851$4,951$4,458

At* September 30, 2026* and* December 31, 2025*, the net amount due from Orchid was approximately $1.7 million and $1.7 million, respectively.

TJIM

TJIM provides discretionary and non-discretionary investment advisory services to institutional investors, high-net-worth individuals, retirement plans, subadvisor platforms, and foundations.

TJIM generates revenue primarily from asset-based management fees calculated as a percentage of assets under management.

Management fees are generally calculated as a percentage of AUM and are affected by market conditions, investor inflows and outflows, investment performance, and client retention.

The following table summarizes advisory services revenue attributable to TJIM and included in Bimini’s consolidated statements of income for thenine andthree months ended* September 30, 2026.The amounts presented for thenine* month period reflect only the amounts attributable to the period from* April 1, 2026,the date of the TJIM Acquisition, through September 30, 2026.*

(in thousands)
Nine Months EndedThree Months Ended
September 30, 2026September 30, 2026
Advisory programs$1,766$861
Sub-advisor programs323171
Model programs1,332661
Total investment advisory fees$3,421$1,693

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NOTE3. MORTGAGE-BACKED SECURITIES AND U.S. TREASURY SECURITIES

The following table presents the Company’s MBS portfolio as of* September 30, 2026* and* December 31, 2025*:

(in thousands)
Par ValueCost (1)Fair Value
September 30, 2026$15,030$15,220$14,484
December 31, 202586,29387,26688,929
(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.

The following table presents the Company’s U.S. Treasury security portfolio as of* September 30, 2026*:

(in thousands)
Par ValueCostFair Value
U.S. Treasury Bill, 11/5/2026$350$347$349
U.S. Treasury Bill, 12/1/2026500495497
U.S. Treasury Bill, 12/15/2026738730731
Totals$1,588$1,572$1,577

The following table is a summary of the Company’s net gain (loss) from the sales of MBS for thenine months ended* September 30, 2026and2025*.

(in thousands)
Nine Months Ended September 30,
2026 · 2025
Proceeds from sales of MBS$68,591$9,786
Carrying value of MBS sold(68,963)(9,964)
Net loss on sales of MBS$(372)$(178)
Gross gain on sales of MBS$6$-
Gross loss on sales of MBS(378)(178)
Net loss on sales of MBS$(372)$(178)

NOTE4. REPURCHASE AGREEMENTS

The Company pledges certain of its MBS 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. During thenine* months ended* September 30, 2026* and2025, 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:

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($ 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$-$14,441$-$-$14,441
Repurchase agreement liabilities associated with these securities$-$13,972$-$-$13,972
Net weighted average borrowing rate-3.98%--3.98%
Fair value of securities pledged, including accrued interest receivable$-$70,681$18,539$-$89,220
Repurchase agreement liabilities associated with these securities$-$67,669$17,657$-$85,326
Net weighted average borrowing rate-4.00%3.89%-3.98%

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, if any. At* September 30, 2026* and* December 31, 2025*, the Company had an aggregate amount at risk (the difference between the amount loaned to the Company, including interest payable, and the fair value of securities and any cash pledged, including accrued interest on such securities) with all counterparties of approximately $0.6 million and $4.2 million, respectively. The Company didnot have an amount at risk with anyone counterparty exceeding10% of stockholders' equity as of* September 30, 2026* and* December 31, 2025*.

NOTE5. PLEDGED ASSETS

Assets Pledged to Counterparties

The table below summarizes Bimini’s assets pledged as collateral under its repurchase agreements and derivative agreements as of* September 30, 2026* and* December 31, 2025*.

($ in thousands)
September 30, 2026 · December 31, 2025
Repurchase · Derivative · Repurchase · Derivative
Agreements · Agreements · Total · Agreements · Agreements · Total
Mortgage-backed securities$14,374$-$14,374$88,808$-$88,808
Accrued interest on pledged securities67-67413-413
Restricted cash1601573175681,0531,621
Total$14,601$157$14,758$89,789$1,053$90,842

NOTE6. OFFSETTING ASSETS AND LIABILITIES

The Company’s derivatives 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. The following tables present 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*.

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(in thousands)
Offsetting of Liabilities
Net Amount · Gross Amount Not Offset
Gross · of Liabilities · in the
Gross · Amount · Presented · Consolidated Balance Sheet
Amount · Offset in the · in the · Financial
of · Consolidated · Consolidated · Instruments · Cash
Recognized · Balance · Balance · Posted as · Posted as · Net
Liabilities · Sheet · Sheet · Collateral · Collateral · Amount
Repurchase Agreements$13,972$-$13,972$(13,812)$(160)$-
$13,972$-$13,972$(13,812)$(160)$-
Repurchase Agreements$85,326$-$85,326$(84,758)$(568)$-
$85,326$-$85,326$(84,758)$(568)$-

The amounts disclosed for collateral received by or posted to the same counterparty are limited to the amount sufficient to reduce the asset or liability presented in the consolidated balance sheet to zero. The fair value of the actual collateral received by or posted to the same counterparty typically exceeds the amounts presented. See Note5 for a discussion of collateral posted for, or received against, repurchase obligations and derivative instruments.

NOTE7. INTANGIBLES AND GOODWILL

Intangible assets as of* September 30, 2026* and* December 31, 2025* consisted of the following:

(in thousands)
Amortization Term (months)Gross Carrying AmountAccumulated AmortizationNet Carrying Amount
TJIM client relationships180$8,700$290$8,410
TJIM tradename1201,00050950
Total$9,700$340$9,360

Amortization expense for both thenine andthree months ended* September**30,* 2026 was $340,000 and $170,000, respectively. The table below presents the future scheduled amortization of the Company’s intangible assets.

(in thousands)
Last three months of 2026$170
For the years:
2027680
2028680
2029680
2030680
After 2030 (cumulative)6,470
Total$9,360

As of* September 30, 2026,the Company had goodwill of $4.8 million, which is allocated to the asset management segment of TJIM. Goodwill recognized in connection with the TJIM Acquisition primarily represents expected synergies, assembled workforce, and future economic benefits that donot* qualify for separate recognition under ASC805. Goodwill is tested for impairment at least annually, or more frequently in the case of a triggering event.

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NOTE8. LONG-TERM DEBT

Long-term debt at* September 30, 2026* and* December 31, 2025* is summarized as follows:

(in thousands)
September 30, 2026December 31, 2025
Junior subordinated debt$26,804$26,804
Secured note payable525543
Total$27,329$27,347

Junior Subordinated Debt

During2005, Bimini Capital sponsored the formation of a statutory trust, known as BCTII,100% of the common equity of which is owned by Bimini Capital. It was formed for the purpose of issuing trust preferred capital securities tothird-party investors and investing the proceeds from the sale of such capital securities solely in junior subordinated debt securities of Bimini Capital. The debt securities held by BCTII are the sole assets of BCTII.

As of* September 30, 2026* and* December 31, 2025*, the outstanding principal balance on the junior subordinated debt securities owed to BCTII was $26.8 million. The interest rate for the junior subordinated debt is the CME Term Secured Overnight Financing Rate ("SOFR") on the applicable reset date plus the tenor spread adjustment of 0.26161% plus the coupon spread of 3.50%. As of* September 30, 2026* and* December 31, 2025*, the interest rate was 7.80% and 7.48%, respectively. The BCTII trust preferred securities and Bimini Capital's BCTII Junior Subordinated Notes require quarterly interest distributions, are redeemable at Bimini Capital's option, in whole or in part and without penalty, and have a final maturity of* December 15, 2035.*Bimini Capital's BCTII Junior Subordinated Notes are subordinate and junior in right of payment to all present and future senior indebtedness.

The Company's included consolidated financial statements present Bimini Capital's BCTII Junior Subordinated Notes issued to BCTII as a liability and Bimini Capital's investment in the common equity securities of BCTII as an asset (included in other assets). For financial statement purposes, Bimini Capital records payments of interest on the Junior Subordinated Notes issued to BCTII as interest expense.

Secured Note Payable

On* October 30, 2019,the Company borrowed $680,000 from a bank. Through October 30, 2024,interest on the note accrued at 4.89%. Thereafter, interest accrues based on the weekly average yield to the United States Treasury securities adjusted to a constant maturity of5* years, plus 3.25%. The interest rate reset to 7.37% on* October 30, 2024and will reset again on October 30, 2029.The note is secured by a mortgage on the Company’s office building and has a final maturity of October 30, 2039.*

The table below presents the future scheduled principal payments on the Company’s long-term debt.

(in thousands)
Last three months of 2026$6
For the years:
202725
202827
202929
203031
After 2030 (cumulative)27,211
Total$27,329

NOTE9. COMMON STOCK

There wereno issuances of Bimini Capital's Class A Common Stock, Class B Common Stock or Class C Common Stock during thenine months ended* September 30, 2026and2025*.

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Stock Repurchase Plans

On* March 12, 2026,the Board authorized a share repurchase plan pursuant to Rule10b5*-1 of the Securities Exchange Act of1934 (the*“2026* Repurchase Plan”). Pursuant to the2026 Repurchase Plan, the Company can purchase shares of its Class A Common Stock from time to time for an aggregate purchase pricenot to exceed$2.5 million. Share repurchases can be executed through various means, including, without limitation, open market transactions. The2026 Repurchase Plan doesnot obligate the Company to purchase any shares. During thenine months ended* September 30, 2026*, the Company repurchased 83,401 shares under the2026 Repurchase Plan at an average price of $3.00 per share. Subsequent to* September 30, 2026*, the Company repurchased 20,223 shares under the2026 Repurchase Plan at an average price of $2.98 per share.

NOTE10. COMMITMENTS AND CONTINGENCIES

From time to time, the Company* may*become involved in various claims and legal actions arising in the ordinary course of business.

As previously disclosed, in* April 2020and November 2021,the Company received demands for payment from Citigroup, Inc. related to the indemnification provisions of various mortgage loan purchase agreements entered into prior to2007.* As of* September 30, 2026*,no further information has been received related to this matter. The ultimate resolution of this matter cannot presently be determined. However, in management's opinion, the demands are without merit and the likelihood of a material adverse outcome is remote. Accordingly, no provision or accrual has been recorded.

Management isnot aware of any other significant reported or unreported contingencies at* September 30, 2026*.

NOTE11. INCOME TAXES

The total income tax provision recorded for thenine months ended* September 30, 2026and2025* was $1.7 million and $0.6 million, respectively, on consolidated pre-tax book income of $4.1 million and $3.0 million, respectively. The total income tax provision recorded for thethree months ended* September 30, 2026* and2025 was $0.1 million and $0.4 million, respectively, on consolidated pre-tax book income of $1.3 million and $2.2 million, respectively. The Company uses the discrete-period computation method for determining its income tax provision. The Company's income tax provision is affected by numerous factors, including nondeductible expenses, the projected utilization of net operating loss carryovers (“NOLs”) and changes in its deferred tax assets and liabilities and their valuations. The Company’s tax provisions are computed using actual annual tax rates applied to actual income to date and include the expected realization of a portion of the tax benefits of federal and state NOLs. In assessing the realizability of deferred tax assets, management considers whether it is more likely thannot that some portion or all of the deferred tax assets willnot be realized in future accounting periods. The ultimate realization of net capital loss carryforwards and NOLs is dependent upon the generation of future capital gains and taxable income in periods prior to their expiration. The Company currently provides a valuation allowance against a portion of the deferred tax assets generated by the NOLs since the Company believes that it is more likely thannot that some of the benefits willnot be realized in the future.

During thethree months ended* June**30,* 2026, the Company reassessed the realizability of its deferred tax assets in connection with the acquisition of TJIM. As a result of this reassessment, the Company recorded an increase in its valuation allowance and a corresponding increase in income tax expense of approximately $1.1 million. The Company will continue to assess the need for, and the amount of, the valuation allowance at each reporting date.

NOTE12. EARNINGS PER SHARE

Shares of Class B common stock, participating and convertible into Class A common stock, are entitled to receive dividends in an amount equal to the dividends declared on each share of Class A common stock if, and when, authorized and declared by the Board of Directors. Class B common stock is included in the computation of basic EPS using thetwo-class method, and consequently is presented separately from Class A common stock. Shares of Class B common stock arenot included in the computation of diluted Class A EPS as the conditions for conversion to Class A common stock werenot met at* September 30, 2026and2025*.

Shares of Class C common stock arenot included in the basic EPS computation as these shares donot have participation rights. Shares of Class C common stock arenot included in the computation of diluted Class A EPS as the conditions for conversion to Class A common stock werenot met at* September 30, 2026and2025*.

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Net income attributable to noncontrolling interests is excluded from the numerator in the calculation of both basic and diluted EPS because those earnings arenot attributable to the Company's common stockholders. Accordingly, the numerator used in the EPS calculation is net income attributable to the Company's common stockholders after deducting net income attributable to noncontrolling interests.

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,
2026202520262025
Basic and diluted EPS per Class A common share:
Income attributable to Class A common shares:
Basic and diluted$2,189$2,410$1,018$1,817
Weighted average common shares:
Class A common shares outstanding at the balance sheet date9,92210,0059,92210,005
Effect of weighting77-44-
Weighted average shares-basic and diluted9,99910,0059,96610,005
Income per Class A common share:
Basic and diluted$0.22$0.24$0.10$0.18
(in thousands, except per-share information)
Nine Months Ended September 30,Three Months Ended September 30,
2026202520262025
Basic and diluted EPS per Class B common share:
Income attributable to Class B common shares:
Basic and diluted$7$8$3$6
Weighted average common shares:
Class B common shares outstanding at the balance sheet date32323232
Weighted average shares-basic and diluted32323232
Income per Class B common share:
Basic and diluted$0.22$0.24$0.10$0.18

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 (an exit price). A fair value measure should reflect the assumptions that market participants would use in pricing the asset or liability, including the assumptions about the risk inherent in a particular valuation technique, the effect of a restriction on the sale or use of an asset and the risk of non-performance. Required disclosures include presentation of balance sheet amounts measured at fair value based on inputs the Company uses to derive fair value measurements. 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 assumptions not observable in the market, but observable based on Company-specific data. These unobservable assumptions reflect the Company’s own estimates for assumptions that market participants would use in pricing the asset or liability. 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.

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The Company's MBS and Orchid common stock are recorded at fair value on a recurring basis as of* September 30, 2026* and* December 31, 2025.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 Company's MBS are valued using Level2 valuations, 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 security), 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 as Level1 assets. U.S. Treasury securities are considered Level2 investments when they were issued before the most recent issue and were still outstanding at measurement day.

The Company’s futures contracts are Level1 valuations, as they are exchange-traded instruments and quoted market prices are readily available. Futures contracts are settled daily.

The estimated fair value of cash and cash equivalents, restricted cash, accrued interest receivable, other assets, due from affiliates, repurchase agreements, accrued interest payable and other liabilities generally approximates their carrying values due to the short-term nature of these financial instruments. The Company estimates the fair value of the cash and cash equivalents and restricted cash using Level1 inputs, and the accrued interest receivable, other assets, due from affiliates, repurchase agreements, accrued interest payable and other liabilities using Level2 inputs. The fair value of the Company’s junior subordinated debt approximates its carrying value. The carrying value is a reasonable estimate of fair value since the instrument carries a floating rate that resets frequently. Further information regarding this instrument is presented in Note8.

The following table presents financial assets and liabilities measured at fair value on a recurring basis as of* September 30, 2026* and* December 31, 2025*:

(in thousands)
Quoted Prices
in Active · Significant
Markets for · Other · Significant
Identical · Observable · Unobservable
Fair Value · Assets · Inputs · Inputs
Measurements · (Level 1) · (Level 2) · (Level 3)
Mortgage-backed securities$14,484$-$14,484$-
U.S. Treasury securities1,577-1,577-
Orchid Island Capital, Inc. common stock3,0903,090--
Mortgage-backed securities$88,929$-$88,929$-
Orchid Island Capital, Inc. common stock4,0974,097--

During thenine months ended* September 30, 2026and2025*, there wereno transfers of financial assets or liabilities between Levels1, 2 or3.

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NOTE14. SEGMENT INFORMATION

The Company’s business is organized into the asset management segment of Bimini Advisors, the asset management segment of TJIM, and the investment portfolio segment, with each representing a reportable segment. Our chief operating decision maker ("CODM") is our Chief Executive Officer. The results of each segment are regularly reviewed by the CODM to assess the performance of the segment and make decisions regarding the allocation of resources to the segments. The primary measure of segment performance used by the CODM is income (loss) before income taxes. Net revenues is also used to assess the financial performance of the segments and for purposes of allocating resources. The accounting policies of ourthree reportable business segments are the same as those described in Note1.

The asset management segment of Bimini Advisors includes the investment advisory services provided to Orchid and Royal Palm. As discussed in Note2, the revenues of this asset management segment consist of management fees, overhead reimbursements and repurchase, clearing and administrative fees received pursuant to a management agreement with Orchid. Total revenues received under this management agreement for thenine andthree months ended* September 30, 2026* were approximately $15.2 million and $5.0 million, respectively, accounting for approximately 73% and 70% of consolidated revenues. Total revenues received under this management agreement for thenine andthree months ended* September 30, 2025* were approximately $11.9 million and $4.5 million, respectively, accounting for approximately 68% and 72% of consolidated revenues.

The asset management segment of TJIM includes discretionary and non-discretionary investment advisory services to institutional investors, high-net-worth individuals, retirement plans, sub advisory platforms, and foundations, in all cases attributable only to the operation of TJIM after* April 1, 2026.Total revenues received under this segment for thenine* andthree months ended* September 30, 2026* were approximately $3.4 million and $1.7 million, respectively, accounting for approximately 16% and 24% of consolidated revenues.

The investment portfolio segment includes the investment activities conducted by Royal Palm. The investment portfolio segment receives revenue in the form of interest and dividend income on its investments.

The majority of our assets, revenues and expenses are directly associated with each respective business segment and are included in determining each segment's asset balance and operating results. Those assets, revenues and expenses that arenot directly attributable to a particular business segment are included in the Corporate function. Corporate operating expenses are allocated to the reportable segments based on their proportional share of total revenues. As a result, the sum of each statement of operations line item for thethree reportable segments and the Corporate function is equal to that same statement of operations line item for the consolidated entity. In addition, the sum of the total assets for thethree reportable segments and the Corporate function is equal to the total assets of the consolidated entity.

Segment information for thenine andthree months ended* September 30, 2026and2025* is as follows:

(in thousands)
Asset Management
Bimini · Investment
Nine Months Ended September 30, 2026 · Advisors · TJIM(4) · Portfolio · Corporate · Eliminations · Total
Advisory services, external customers$15,155$3,421$-$-$-$18,576
Advisory services, other operating segments(1)101---(101)-
Interest and dividend income-82,2001-2,209
Total revenues15,2563,4292,2001(101)20,785
Interest expense(2)--(983)(1,512)-(2,495)
Net revenues15,2563,4291,217(1,511)(101)18,290
Other income (expense), net-14(1,700)--(1,686)
Operating expenses(160)(2,186)(64)(10,095)-(12,505)
Allocated expenses(3)(7,369)(668)(2,057)10,094--
Intercompany expenses(1)--(101)-101-
Income (loss) before income taxes$7,727$589$(2,705)$(1,512)$-$4,099

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(in thousands)
Asset Management
Bimini · Investment
Nine Months Ended September 30, 2025 · Advisors · TJIM(4) · Portfolio · Corporate · Eliminations · Total
Advisory services, external customers$11,851$-$-$-$-$11,851
Advisory services, other operating segments(1)131---(131)-
Interest and dividend income--5,473--5,473
Total revenues11,982-5,473-(131)17,324
Interest expense(2)--(3,655)(1,622)-(5,277)
Net revenues11,982-1,818(1,622)(131)12,047
Other income (expense), net--(356)--(356)
Operating expenses(117)-(111)(8,487)-(8,715)
Allocated expenses(3)(5,806)-(2,681)8,487--
Intercompany expenses(1)--(131)-131-
Income (loss) before income taxes$6,059$-$(1,461)$(1,622)$-$2,976
(in thousands)
Asset Management
Bimini · Investment
Three Months Ended September 30, 2026 · Advisors · TJIM(4) · Portfolio · Corporate · Eliminations · Total
Advisory services, external customers$4,951$1,693$-$-$-$6,644
Advisory services, other operating segments(1)25---(25)-
Interest and dividend income-(2)4191-418
Total revenues4,9761,6914191(25)7,062
Interest expense(2)--(141)(519)-(660)
Net revenues4,9761,691278(518)(25)6,402
Other income (expense), net-11(1,205)(1)-(1,195)
Operating expenses(59)(1,066)(18)(2,789)-(3,932)
Allocated expenses(3)(1,956)(668)(166)2,790--
Intercompany expenses(1)--(25)-25-
Income (loss) before income taxes$2,961$(32)$(1,136)$(518)$-$1,275
(in thousands)
Asset Management
Bimini · Investment
Three Months Ended September 30, 2025 · Advisors · TJIM(4) · Portfolio · Corporate · Eliminations · Total
Advisory services, external customers$4,458$-$-$-$-$4,458
Advisory services, other operating segments(1)50---(50)-
Interest and dividend income--1,739--1,739
Total revenues4,508-1,739-(50)6,197
Interest expense(2)--(1,157)(544)-(1,701)
Net revenues4,508-582(544)(50)4,496
Other income, net--669--669
Operating expenses(44)-(46)(2,882)-(2,972)
Allocated expenses(3)(2,073)-(809)2,882--
Intercompany expenses(1)--(50)-50-
Income (loss) before income taxes$2,391$-$346$(544)$-$2,193

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(1)Includes fees paid by Royal Palm to Bimini Advisors for advisory services at an annualized rate of 1.5% of capital allocated to Royal Palm's MBS portfolio.
(2)Includes interest on repurchase agreements in the Investment Portfolio column and long-term debt in the Corporate column.
(3)Operating expenses are allocated based on each segment’s proportional share of total revenues.
(4)The activity and results of operations of TJIM prior to April 1, 2026, the closing date of the TJIM Acquisition, are not included.

Assets in each reportable segment as of* September 30, 2026* and* December 31, 2025* were as follows:

(in thousands)
Asset Management
Bimini · Investment
AdvisorsTJIMPortfolioCorporateTotal
September 30, 2026$2,486$18,617$37,0636,446$64,612
December 31, 20252,617-120,7516,326129,694

As a result of the TJIM Acquisition, the composition of the Company’s business changed both from the perspective of how its capital is deployed and how it reports its results for its operating segments. The TJIM Acquisition required the deployment of a significant portion of the Company’s capital, including most of the capital deployed into the investment portfolio prior to the TJIM Acquisition.

NOTE15. RELATED PARTY TRANSACTIONS

At both* September 30, 2026* and* December 31, 2025*, the Company owned 569,071 shares of Orchid common stock, representing approximately 0.3% of Orchid’s outstanding common stock on such dates. The Company received dividends on this common stock investment of approximately $0.5 million and $0.6 million during thenine months ended* September 30, 2026and2025*, respectively, and $0.2 million and $0.2 million during thethree months ended* September 30, 2026and2025,* respectively.

Robert Cauley, the Chief Executive Officer and Chairman of the Board of Directors of the Company, also serves as Chief Executive Officer and Chairman of the Board of Directors of Orchid, participates in Orchid's long term incentive compensation plan, and owns shares of common stock of Orchid. In addition, Hunter Haas, the Chief Financial Officer, Chief Investment Officer, Treasurer and member of the Board of Directors of the Company, also serves as Chief Financial Officer, Chief Investment Officer and Secretary of Orchid, is a member of Orchid’s Board of Directors, participates in Orchid's long term incentive compensation plan, and owns shares of common stock of Orchid. Robert J. Dwyer, an independent director of the Company, owns shares of common stock of Orchid.

NOTE16. BUSINESS COMBINATION

On* April 1, 2026,the Company acquired 80% of the outstanding equity interests of TJIM See Note1.* TJIM provides discretionary and non-discretionary investment advisory services to institutional investors, high-net-worth individuals, retirement plans, sub advisory platforms, and foundations. The acquisition expands the Company’s operations into fee-based investment management and wealth advisory services and is expected to enhance recurring revenues and long-term growth opportunities.

Purchase Consideration

The aggregate purchase consideration was approximately $12.3 million, consisting of the following:

(in thousands)
Cash consideration, including TJIM transaction costs paid by Bimini$12,000
Fair value of deferred consideration316
Total consideration$12,316

The purchase agreement provides for a deferred payment of approximately $0.3 million payable on thefirst anniversary of closing together with interest at 5% per annum. The obligation is fixed andnot contingent upon future performance or continued employment.

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Preliminary Purchase Price Allocation

The following table summarizes the preliminary allocation of purchase consideration to the assets acquired and liabilities assumed as of* April 1 2026.*The preliminary purchase price allocation is based on management's current estimates and assumptions and remains subject to change during the measurement period as additional information becomes available regarding the final working capital adjustment. Any measurement period adjustments could be material to the Company's consolidated financial statements.

(in thousands)
Total consideration$12,316
Allocated to:
Cash and cash equivalents590
Accounts receivable1,630
Property and equipment, net19
Other assets289
Identifiable intangibles, net9,700
Other liabilities(1,671)
Redeemable noncontrolling interest(3,080)
Goodwill$4,839

Identifiable intangible assets consist of tradenames and client relationships. These intangible assets are being amortized over estimated useful lives ranging from 10 to 15 years. See Note7.

Goodwill recognized in connection with the acquisition primarily represents expected synergies, the assembled workforce, and other future economic benefits that donot qualify for separate recognition. Goodwill willnot be amortized. Instead, goodwill will be tested for impairment at least annually, or more frequently in the case of a triggering event. Goodwill was allocated to the asset management segment of TJIM. Goodwill is expected to be deductible for tax purposes. See Note7.

Redeemable Noncontrolling Interest

At the acquisition date, the redeemable noncontrolling interest was initially measured at its acquisition-date fair value in accordance with ASC805. The fair value was determined using a market participant perspective and incorporated significant unobservable inputs, including projected future cash flows, expected growth rates, profitability assumptions, market multiples of comparable companies, and an appropriate discount rate.

Acquisition-Related Costs

The Company incurred acquisition-related costs of approximately $1.6 million and $0.1 million during thenine andthree months ended* September 30, 2026,*respectively, which were recorded within audit, legal and other professional fees in the statement of operations.

Pro Forma Financial Information

TJIM contributed $3.4 million and $1.7 million in revenue and $1.3 million and $0.6 million in earnings, respectively, during thenine andthree months ended* September 30, 2026.All revenue and earnings attributable to TJIM during thenine*-month period relate to thesix-month period beginning* April 1, 2026,as the TJIM acquisition was completed during thesecond* fiscal quarter of2026. Accordingly, TJIM didnot contribute any revenue or earnings during thethree months ended* March 31, 2026.*

The following unaudited pro forma financial information presents the combined results of operations of the Company and TJIM as if the acquisition had occurred on* January 1, 2025:*

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(in thousands, except per share data)
Nine Months Ended September 30,Three Months Ended September 30,
2026202520262025
Revenue$22,367$21,897$7,062$7,753
Net income$2,833$3,854$1,135$2,159
Net income attributable to Bimini Capital Management, Inc. stockholders$2,753$3,567$1,135$2,092
Basic and diluted net income per share of:$0.28$0.36$0.11$0.21

The unaudited pro forma information is presented for informational purposes only and doesnot necessarily reflect the results of operations that would have occurred had the acquisition been completed on the date indicated, nor is it indicative of future operating results.

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