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8-K

Orchid Island Capital, Inc. (ORC)

8-K 2026-06-10 For: 2026-06-09
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Added on June 10, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 2026

Orchid Island Capital, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland 001-35236 27-3269228
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

3305 Flamingo Drive, Vero Beach, Florida 32963

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code (772) 231-1400

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class: Trading symbol: Name of each exchange on which registered:
Common Stock, par value $0.01 per share ORC NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.07.     Submission of Matters to a Vote of Security Holders.

At the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Orchid Island Capital, Inc. (the “Company”), the Company’s stockholders voted on the following matters: (i) the election of the six nominated directors to the Company’s board of directors (the “Board”), (ii) the ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026, (iii) the approval, on an advisory basis, of the compensation of the Company’s named executive officers and (iv) the recommendation, on an advisory basis, of the frequency of future advisory votes on the compensation of the Company's named executive officers. As of April 9, 2026, the record date for the Annual Meeting, there were 199,700,226 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) outstanding and entitled to vote.

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

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

Nominee for Director For Against Abstain Broker Non-Votes
Robert E. Cauley 64,347,162 3,500,798 836,761 61,745,081
George H. Haas, IV 56,464,468 11,378,588 841,665 61,745,081
W Coleman Bitting 62,764,466 5,081,547 838,708 61,745,081
Frank P. Filipps 62,324,898 5,537,467 822,356 61,745,081
Paula Morabito 63,355,225 4,514,128 815,368 61,745,081
Ava L. Parker 61,525,593 6,346,437 812,691 61,745,081

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

For Against Abstain Broker Non-Votes
121,803,409 6,850,503 1,775,890 N/A

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

For Against Abstain Broker Non-Votes
61,130,974 6,179,179 1,374,568 61,745,081

Proposal 4—Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation. The stockholders recommended, on an advisory basis, that future votes on named executive officer compensation be conducted every year

1 Year 2 Years 3 Years Abstain
64,123,663 933,219 2,096,040 1,531,799

In view of these voting recommendations, the Board has determined that an advisory vote on named executive officer compensation will be submitted to stockholders every year until the next required advisory vote on the frequency of future advisory votes on named executive officer compensation.

Item 8.01. Other Events.

On June 9, 2026, the Company announced that the Board declared a dividend for the month of June 2026 of $0.10 per share of the Common Stock, to be paid on July 30, 2026 to holders of record on June 30, 2026, with an ex-dividend date of June 30, 2026. In addition, the Company announced certain details of its RMBS portfolio as of May 31, 2026, as well as certain other information regarding the Company. A copy of the Company’s press release announcing the dividend and the other information regarding the Company is attached hereto as Exhibit 99.1 and incorporated herein by this reference.


Caution About Forward-Looking Statements.

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws, including, but not limited to, statements about the Company’s distributions. These forward-looking statements are based upon the Company’s present expectations, but the Company cannot assure investors that actual results will not vary from the expectations contained in the forward-looking statements. Investors should not place undue reliance upon forward looking statements. For further discussion of the factors that could affect outcomes, please refer to the “Risk Factors” section of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025. All forward-looking statements speak only as of the date on which they are made. New risks and uncertainties arise over time, and it is not possible to predict those events or how they may affect the Company. Except as required by law, the Company is not obligated to, and does not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
99.1 Press Release dated June 9, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 10, 2026 ORCHID ISLAND CAPITAL, INC.
By: /s/ Robert E. Cauley
Robert E. Cauley
Chairman and Chief Executive Officer

ex_973761.htm

Exhibit 99.1

ORCHID ISLAND CAPITAL ANNOUNCES

JUNE 2026 MONTHLY DIVIDEND AND

MAY 31, 2026 RMBS PORTFOLIO CHARACTERISTICS

June 2026 Monthly Dividend of $0.10 Per Share of Common Stock
RMBS Portfolio Characteristics as of May 31, 2026
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Next Dividend Announcement Expected July 8, 2026
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Vero Beach, Fla., June 9, 2026 - Orchid Island Capital, Inc. (the “Company”) (NYSE: ORC) announced today that the Board of Directors of the Company declared a monthly cash dividend for the month of June 2026. The dividend of $0.10 per share will be paid July 30, 2026 to holders of record of the Company’s common stock on June 30, 2026, with an ex-dividend date of June 30, 2026. The Company plans on announcing its next common stock dividend on July 8, 2026.

The Company intends to make regular monthly cash distributions to its holders of common stock. In order to qualify as a real estate investment trust (“REIT”), the Company must distribute annually to its stockholders an amount at least equal to 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gain. The Company will be subject to income tax on taxable income that is not distributed and to an excise tax to the extent that a certain percentage of its taxable income is not distributed by specified dates. The Company has not established a minimum distribution payment level and is not assured of its ability to make distributions to stockholders in the future.

As of June 9, 2026 and May 31, 2026, the Company had 200,700,226 shares of common stock outstanding. As of March 31, 2026, the Company had 196,700,226 shares of common stock outstanding.

RMBS Portfolio Characteristics

Details of the RMBS portfolio as of May 31, 2026 are presented below. These figures are preliminary and subject to change. The information contained herein is an intra-quarter update created by the Company based upon information that the Company believes is accurate:

RMBS Valuation Characteristics
RMBS Assets by Agency
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Investment Company Act of 1940 (Whole Pool) Test Results
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Repurchase Agreement Exposure by Counterparty
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RMBS Risk Measures
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About Orchid Island Capital, Inc.

Orchid Island Capital, Inc. is a specialty finance company that invests on a leveraged basis in Agency RMBS. Our investment strategy focuses on, and our portfolio consists of, two categories of Agency RMBS: (i) traditional pass-through Agency RMBS, such as mortgage pass-through certificates and collateralized mortgage obligations issued by Fannie Mae, Freddie Mac or Ginnie Mae, and (ii) structured Agency RMBS. The Company is managed by Bimini Advisors, LLC, a registered investment adviser with the Securities and Exchange Commission.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements include, but are not limited to, statements about the Company’s distributions. These forward-looking statements are based upon Orchid Island Capital, Inc.’s present expectations, but these statements are not guaranteed to occur. Investors should not place undue reliance upon forward-looking statements. For further discussion of the factors that could affect outcomes, please refer to the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.


RMBS Valuation Characteristics
( in thousands)
**** **** **** **** **** **** **** **** Realized
**** **** **** **** **** **** **** **** Realized Mar-26 -
May-26 May-26
**** **** **** **** Net **** **** Weighted CPR CPR
Weighted Average (1-Month) (3-Month) Modeled Interest
Current Fair % of Current Average **** **** Maturity (Reported (Reported Rate Sensitivity (1)
Type Face Value Portfolio Price Coupon GWAC Age (Months) in Jun) in Jun) (-50 BPS) (+50 BPS)
Fixed Rate RMBS **** **** **** **** **** **** **** **** **** **** **** ****
30yr 3.0 $ 318,536 $ 282,755 2.52 % 88.77 3.00 % 3.52 % 61 292 7.4 % 6.9 % $ 8,512 $ (8,623 )
30yr 3.5 37,510 34,253 0.31 % 91.32 3.50 % 4.30 % 80 261 7.4 % 3.4 % 1,013 (1,030 )
30yr 4.0 48,111 45,664 0.41 % 94.91 4.00 % 4.77 % 84 271 11.0 % 10.4 % 1,192 (1,230 )
30yr 4.5 440,113 425,236 3.79 % 96.62 4.50 % 5.46 % 29 327 7.0 % 5.9 % 9,449 (10,375 )
30yr 5.0 2,176,760 2,152,687 19.20 % 98.89 5.00 % 6.00 % 12 345 5.4 % 5.3 % 42,179 (49,229 )
30yr 5.5 3,607,056 3,657,606 32.62 % 101.40 5.50 % 6.46 % 14 342 6.7 % 7.8 % 57,224 (71,121 )
30yr 6.0 3,096,813 3,194,305 28.49 % 103.15 6.00 % 6.92 % 17 338 14.8 % 20.4 % 33,662 (46,561 )
30yr 6.5 1,286,355 1,349,093 12.03 % 104.88 6.50 % 7.39 % 19 336 19.6 % 25.1 % 9,260 (14,210 )
30yr 7.0 54,824 58,190 0.52 % 106.14 7.00 % 7.92 % 30 322 32.1 % 45.5 % 470 (629 )
30yr Total 11,066,078 11,199,789 99.89 % 101.21 5.54 % 6.48 % 18 338 10.4 % 13.2 % 162,961 (203,008 )
Total Pass-Through RMBS 11,066,078 11,199,789 99.89 % 101.21 5.54 % 6.48 % 18 338 10.4 % 13.2 % 162,961 (203,008 )
Structured RMBS **** **** **** **** **** **** **** **** **** **** **** ****
IO 20yr 4.0 4,774 361 0.00 % 7.56 4.00 % 4.56 % 172 63 14.5 % 14.3 % 1 (1 )
IO 30yr 4.0 60,486 10,896 0.10 % 18.01 4.00 % 4.60 % 140 210 5.7 % 5.0 % (128 ) 72
IO 30yr 4.5 2,619 486 0.00 % 18.57 4.50 % 4.99 % 190 156 11.8 % 10.1 % (1 ) -
IO 30yr 5.0 1,388 271 0.00 % 19.50 5.00 % 5.37 % 191 156 1.6 % 4.7 % (2 ) -
IO Total 69,267 12,014 0.11 % 17.34 4.04 % 4.62 % 146 197 6.4 % 5.9 % (130 ) 71
IIO 30yr 4.0 14,292 71 0.00 % 0.50 0.16 % 4.40 % 104 244 0.6 % 4.9 % 58 (35 )
Total Structured RMBS 83,559 12,085 0.11 % 14.46 3.37 % 4.59 % 138 205 5.4 % 5.7 % (72 ) 36
Total Mortgage Assets $ 11,149,637 $ 11,211,874 100.00 % 5.52 % 6.46 % 18 337 10.4 % 13.1 % $ 162,889 $ (202,972 )

All values are in US Dollars.

Hedge Modeled Interest
Notional Period Rate Sensitivity (1)
Hedge Balance End (-50 BPS) (+50 BPS)
3-Month SOFR Futures $ (390,000 ) Dec-26 $ (2,048 ) $ 2,048
10-Year Treasury Future(2) (188,600 ) May-33 (6,037 ) 5,860
10-Year Ultra Treasury Future(3) (60,000 ) Feb-36 (2,638 ) 2,526
ERIS SOFR Swap Futures (10,000 ) Jun-31 (195 ) 190
Swaps (7,814,200 ) Feb-31 (164,240 ) 158,827
Swaptions (1,000,000 ) Dec-31 (2,809 ) 4,875
TBA Short (300,000 ) Jun-26 (3,351 ) 4,667
Hedge Total $ (9,762,800 ) $ (181,318 ) $ 178,993
Rate Shock Grand Total $ (18,429 ) $ (23,979 )
(1) Modeled results from Citigroup Global Markets Inc. Yield Book. Interest rate shocks assume instantaneous parallel shifts and horizon prices are calculated assuming constant SOFR option-adjusted spreads. These results are for illustrative purposes only and actual results may differ materially.
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(2) Ten-year Treasury futures contracts were valued at prices of $109.83 at May 31, 2026. The market value of the short position was $207.1 million.
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(3) Ten-year Ultra Treasury futures contracts were valued at prices of $112.08 at May 31, 2026. The market value of the short position was $67.3 million.

RMBS Assets by Agency **** ****
( in thousands)
**** Percentage
Fair of
Asset Category Value Portfolio
As of May 31, 2026 **** ****
Fannie Mae $ 5,895,030 52.6 %
Freddie Mac 5,316,844 47.4 %
Total Mortgage Assets $ 11,211,874 100.0 %

All values are in US Dollars.

Investment Company Act of 1940 Whole Pool Test
( in thousands)
**** Percentage
Fair of
Asset Category Value Portfolio
As of May 31, 2026 **** ****
Non-Whole Pool Assets $ 581,118 5.2 %
Whole Pool Assets 10,630,756 94.8 %
Total Mortgage Assets $ 11,211,874 100.0 %

All values are in US Dollars.

Borrowings By Counterparty **** **** **** ****
( in thousands)
**** **** Weighted Weighted
**** % of Average Average
Total Total Repo Maturity Longest
As of May 31, 2026 Borrowings Debt Rate in Days Maturity
Marex Capital Markets Inc. $ 498,421 4.7 % 3.78 % 49 7/23/2026
Citigroup Global Markets Inc 486,749 4.5 % 3.76 % 23 7/27/2026
StoneX Financial Inc. 486,529 4.5 % 3.79 % 103 9/23/2026
ABN AMRO Bank N.V. 478,711 4.5 % 3.74 % 38 7/20/2026
Wells Fargo Securities, LLC 475,199 4.4 % 3.78 % 40 8/19/2026
ASL Capital Markets Inc. 472,828 4.4 % 3.77 % 87 9/21/2026
South Street Securities, LLC 466,233 4.4 % 3.82 % 78 11/13/2026
The Bank of Nova Scotia 460,634 4.3 % 3.75 % 57 8/13/2026
J.P. Morgan Securities LLC 453,205 4.2 % 3.73 % 26 6/26/2026
RBC Capital Markets, LLC 449,008 4.2 % 3.82 % 47 7/27/2026
Hidden Road Partners Civ US LLC 444,505 4.2 % 3.76 % 87 8/26/2026
Clear Street LLC 431,670 4.0 % 3.78 % 27 7/13/2026
Cantor Fitzgerald & Co 430,958 4.0 % 3.75 % 25 6/25/2026
DV Securities, LLC Repo 423,823 4.0 % 3.77 % 77 8/27/2026
Daiwa Securities America Inc. 422,808 3.9 % 3.79 % 50 8/18/2026
Banco Santander SA 413,756 3.9 % 3.77 % 44 7/20/2026
Goldman, Sachs & Co 399,848 3.7 % 3.76 % 57 7/27/2026
Bank of Montreal 380,100 3.5 % 3.77 % 15 6/15/2026
Merrill Lynch, Pierce, Fenner & Smith 370,892 3.5 % 3.75 % 18 6/26/2026
ING Financial Markets LLC 370,344 3.5 % 3.80 % 43 7/13/2026
Mirae Asset Securities (USA) Inc. 322,701 3.0 % 3.73 % 21 6/22/2026
Brean Capital, LLC 300,096 2.8 % 3.74 % 23 7/27/2026
Mitsubishi UFJ Securities (USA), Inc. 240,338 2.2 % 3.71 % 22 6/22/2026
MUFG Securities Canada, Ltd. 223,362 2.1 % 3.78 % 4 6/4/2026
Nomura Securities International, Inc. 221,512 2.1 % 3.79 % 18 7/10/2026
Mizuho Securities USA LLC 186,103 1.7 % 3.73 % 18 6/18/2026
TD Securities (USA) LLC 172,185 1.6 % 3.80 % 12 6/12/2026
Natixis, New York Branch 94,018 0.9 % 3.73 % 26 6/26/2026
Morgan Stanley & Co. LLC 48,571 0.5 % 3.77 % 45 7/15/2026
BNP Paribas Securities Corp. 36,970 0.3 % 3.76 % 12 6/12/2026
Lucid Prime Fund, LLC 30,867 0.3 % 3.77 % 11 6/11/2026
Canyon Partners, LLC 14,394 0.1 % 3.72 % 17 6/17/2026
Total Borrowings $ 10,707,338 100.0 % 3.77 % 45 11/13/2026

All values are in US Dollars.

Contact:

Orchid Island Capital, Inc.

Robert E. Cauley

3305 Flamingo Drive, Vero Beach, Florida 32963

Telephone: (772) 231-1400