8-K
BIMINI CAPITAL MANAGEMENT, INC. (BMNM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 10, 2025
| Bimini Capital Management, Inc. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Maryland | 001-32171 | 72-1571637 |
| --- | --- | --- |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
3305 Flamingo Drive, Vero Beach, Florida 32963
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code (772) 231-1400
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On December 10, 2025, Bimini Capital Management, Inc., a Maryland corporation (the “Company”), entered into a First Amendment (the “First Amendment”) to its Rights Agreement, dated December 21, 2015, with Broadridge Corporate Issuer Solutions, Inc., as Rights Agent (the “Rights Agreement”). The First Amendment extends the expiration date of the Rights (as defined in the Rights Agreement) until December 21, 2030. The First Amendment also increases the Purchase Price (as defined in the Rights Agreement) from $4.76 to $10.20. No stockholder approval was required for adoption of the First Amendment; however, the Company intends to submit the First Amendment to its stockholders for approval at the 2026 annual meeting of stockholders.
The foregoing description of the Rights Agreement and the First Amendment are not complete and are subject to and qualified by reference to the full text of the Rights Agreement and the First Amendment filed as Exhibits 4.1 and 4.2 hereto, respectively, and incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under “Item 1.01 Entry into a Material Definitive Agreement” and the documents filed as Exhibits 4.1 and 4.2 hereto are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On December 10, 2025, the Company issued a press release announcing the adoption of the First Amendment, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished pursuant to Item 9.01, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished pursuant to Item 9.01, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 10, 2025 | BIMINI CAPITAL MANAGEMENT, INC. | |
|---|---|---|
| By: | /s/ Robert E. Cauley | |
| Robert E. Cauley | ||
| Chairman and Chief Executive Officer |
ex_897081.htm
Exhibit 4.2
FIRST AMENDMENT TO
RIGHTS AGREEMENT
THIS FIRST AMENDMENT TO RIGHTS AGREEMENT (this “First Amendment”) is made as of this 10th day of December, 2025 between BIMINI CAPITAL MANAGEMENT, INC., a Maryland corporation (the “Company”), and BROADRIDGE CORPORATE ISSUER SOLUTIONS, LLC. (the “Rights Agent”).
RECITALS
WHEREAS, the Company and the Rights Agent are parties to that certain Rights Agreement, dated as of December 21, 2015 (the “Rights Agreement”).
WHEREAS, pursuant to Section 26 of the Rights Agreement, prior to the Distribution Date, the Company may, in its sole and absolute discretion, and the Rights Agent shall, if the Company so directs, supplement or amend any provision of the Rights Agreement in any respect without the approval of any holders of Rights, with any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent. The Distribution Date has not yet occurred.
WHEREAS, the Board of Directors of the Company has determined that it is in the best interest of the Company to amend the Rights Agreement as provided in this First Amendment.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Rights Agent hereby agree as follows:
1. Definitions. Except as otherwise set forth in this First Amendment, each capitalized term used in this First Amendment shall have the meaning for such term set forth in the Rights Agreement.
2. Definition of “Agreement.” **** From and after the date hereof, all references in the Rights Agreement to the “Agreement” shall mean and refer to the Rights Agreement as modified by this First Amendment.
3. Definition of “Expiration Date.” Section 1(cc) of the Rights Agreement is hereby amended by deleting the reference to “June 30, 2016” and replacing it with a reference to “June 30, 2026.”
4. Definition of “Final Expiration Date.” **** Section 1(dd) of the Rights Agreement is hereby amended by deleting the reference to “December 21, 2025” and replacing it with a reference to “December 21, 2030.”
5. Definition of “Purchase Price.” **** Section 1(kk) of the Rights Agreement is hereby amended by deleting the reference to “$4.76” and replacing it with a reference to “$10.20.”
6. Form of Rights Certificate. Exhibit B to the Rights Agreement is hereby amended as follows:
| a. | By deleting each reference to “December 21, 2025” included in Exhibit B and replacing it with a reference to “December 21, 2030.” |
|---|---|
| b. | By deleting the reference to “$4.76” and replacing it with a reference to “$10.20.” |
| --- | --- |
| c. | By modifying the definition of “Rights Agreement” to include this First Amendment. |
7. Summary of Rights. Exhibit C to the Rights Agreement is hereby amended as follows:
| a. | By deleting the reference to “December 21, 2025” and replacing it with a reference to “December 21, 2030.” |
|---|---|
| b. | By deleting the reference to “June 30, 2016” and replacing it with a reference to “June 30, 2026.” |
| --- | --- |
| c. | By deleting the reference to “$4.76” and replacing it with a reference to “$10.20.” |
|---|---|
| d. | By modifying the definition of “Rights Plan” to include this First Amendment. |
8. Ratification of Agreement. Except as specifically modified by this First Amendment, the Rights Agreement remains in full force and effect and is hereby ratified, confirmed and reaffirmed for all purposes and in all respects.
9. Counterparts . This First Amendment may be executed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute but one original; provided, however, this First Amendment shall not be effective unless and until signed by the Company and the Rights Agent.
[Signature Page Follows]
| Company: | |
|---|---|
| BIMINI CAPITAL MANAGEMENT, INC. | |
| By: | /s/ Robert E. Cauley |
| Name: | Robert E. Cauley |
| Title: | Chief Executive Officer |
| RIGHTS AGENT: | |
| BROADRIDGE CORPORATE ISSUER<br><br> <br>SOLUTIONS, LLC. | |
| By: | /s/ John P. Dunn |
| Name: | John P. Dunn |
| Title: | Senior Vice President |
[Signature Page to First Amendment to Rights Agreement]
ex_897030.htm
Exhibit 99.1
Bimini Capital Management, Inc. Amends and Extends Stockholder Rights Plan
VERO BEACH, Fla., Dec. 10, 2025 - Bimini Capital Management, Inc. (OTCQX:BMNM) (“Bimini Capital”, or the “Company”) today announced its Board of Directors (“Board”) has adopted an amendment (the “First Amendment”) to the Company’s existing Rights Agreement, dated December 21, 2025 (the “Original Rights Plan” and, as amended by the First Amendment, the “Rights Plan”), pursuant to which the expiration date of the Original Rights Plan was extended five years to December 21, 2030, and the purchase price was changed from $4.76 to $10.20. The Rights Plan otherwise remains unmodified and in full force and effect in accordance with its terms.
The Rights Plan was designed to preserve stockholder value and the value of certain tax assets primarily associated with net operating loss carryforwards (“NOLs”) under Section 382 of the Internal Revenue Code of 1986, as amended. As of September 30, 2025, the Company and its subsidiaries had approximately $253.9 million of NOLs that can be used to offset its income and reduce the amount of taxes to be paid by the Company and its subsidiaries.
The Company's ability to use its and its subsidiaries' NOLs would be limited if there was an “ownership change” under Section 382 of the Internal Revenue Code (“Section 382”). This would occur if stockholders owning (or deemed under Section 382 to own) 5% or more of the Company's stock increase their collective ownership of the aggregate amount of outstanding shares of the Company by more than 50 percentage points over a defined period of time. The Rights Plan was adopted to reduce the likelihood of an "ownership change" occurring as defined by Section 382. The Board adopted the First Amendment to continue to preserve stockholder value and the value of the Company’s NOLs. The increase in the purchase price will have the effect of increasing the potential dilution to a stockholder that triggers the rights issued under the Rights Plan, which should reduce the likelihood of an ownership change occurring under Section 382.
The Company plans to submit the First Amendment to a stockholder vote at the Company’s 2026 annual meeting of stockholders, and the failure to obtain this approval will result in automatic termination on [June 30, 2026] if stockholder approval of the Rights Plan has not been obtained.]
A copy of the First Amendment and a summary of the First Amendment will be contained in a Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) (the “Form 8-K”). The First Amendment should be read together with the Original Rights Agreement and the Form 8-K. A copy of the Rights Plan and the updated Summary of Rights will be made available in print to any stockholder upon written request delivered to Bimini Capital Management, Inc., 3305 Flamingo Drive, Vero Beach, Florida 32963.
About Bimini Capital Management, Inc.
Bimini Capital Management, Inc. is an asset manager that invests primarily in residential mortgage-related securities issued by the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac) and the Government National Mortgage Association (Ginnie Mae).
Through our wholly-owned subsidiary, Bimini Advisors Holdings, LLC (“Bimini Advisors”), we serve as the external manager of Orchid Island Capital, Inc. (“Orchid”). Orchid is a publicly-traded real estate investment trust (NYSE: ORC). Orchid is managed to earn returns on the spread between the yield on its assets and its costs, including the interest expense on the funds it borrows. As Orchid’s external manager, Bimini Advisors receives management fees and expense reimbursements for managing Orchid's investment portfolio 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 are delegated to it.
We also manage the portfolio of our wholly-owned subsidiary, Royal Palm Capital, LLC (“Royal Palm”). Royal Palm is managed with an investment strategy similar to that of Orchid. Bimini Capital Management, Inc. and its subsidiaries are headquartered in Vero Beach, Florida.
Forward Looking Statements
Statements herein relating to matters that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including but not limited to the Rights Plan and the NOLs. The reader is cautioned that such forward-looking statements are based on information available at the time and on management's good faith belief with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in such forward-looking statements. Important factors that could cause such differences are described in Bimini Capital Management, Inc.'s filings with the SEC, including Bimini Capital Management, Inc.'s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. These factors include, but are not limited to: the Company's ability to obtain stockholder approval of the First Amendment; the inability of the Rights Plan to dissuade an investor from effecting an "ownership change" by either increasing or reducing their ownership of shares of the Company's common stock; the potential loss of the Company's NOLs notwithstanding the implementation of the Rights Plan; the potential negative impact the Rights Plan could have on takeover efforts that would otherwise be beneficial to stockholders; the Company's ability to forecast its tax attributes, which are based upon various facts and assumptions; the Company's ability to protect and use its NOLs to offset taxable income; the Company's ability to generate taxable income in the future; the Company's ability to effectively implement the Rights Plan; and determinations made by the Board of Directors in connection therewith. Readers of this press release are cautioned to consider these risks and uncertainties and not to place undue reliance on any forward-looking statements. Bimini Capital Management, Inc. assumes no obligation to update forward-looking statements to reflect subsequent results, changes in assumptions or changes in other factors affecting forward-looking.
CONTACT:
Bimini Capital Management, Inc.
Robert E. Cauley, 772-231-1400
Chairman and Chief Executive Officer
www.biminicapital.com