ORC on NYSE
Orchid Island Capital, Inc.
Orchid Island Capital, Inc. is an American real estate investment trust based in Baltimore, listed on NYSE (ORC).2
Price unavailable
Last updated Oct 20, 2026.
Overview
- TickerORC on NYSE2
- IndustryReal Estate Investment Trusts2
- HeadquartersBaltimore, United States2
- Incorporated inMD3
- Business address3305 Flamingo Drive, Vero Beach, Fl 329633
- Filer categoryLarge accelerated filer3
- Legal formStock Corporation2
- LEI549300KBIHGT19K9DY892
- StatusActive2
- LEI statusIssued and current2
- Registered addressC/O CSC-LAWYERS INCORPORATING SERVICE, 21202 Baltimore, United States2
- Registered withBusiness Services (Maryland Department of Assessments and Taxation), D137153962
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We are organized and conduct our operations to qualify to be taxed as a REIT for U.S. federal income tax purposes. As such, we are required to distribute 90% of our REIT taxable income, determined without regard to the deductions for dividends paid and excluding any net capital gain, annually. We generally will not be subject to U.S. federal income tax on our REIT taxable income to the extent we currently distribute our net taxable income to our stockholders and maintain our REIT qualification. It is our intention to distribute 100% of our taxable income, after application of available tax attributes, within the limits prescribed by the Internal Revenue Code of 1986, as amended (the “Code”), which may extend into the subsequent taxable year.4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Financial statements
Every line of the income statement as filed: the last 3 fiscal years, latest first.9
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Interest income | $414.0M | $241.6M | $177.6M |
| Interest expense | -$305.7M | -$236.3M | -$201.9M |
| Net interest income (expense) | $108.3M | $5.3M | -$24.3M |
| Realized losses on mortgage-backed securities | -$6.3M | -$4.6M | -$22.6M |
| Unrealized gains (losses) on mortgage-backed securities and U.S. Treasury securities | $200.2M | -$79.8M | -$18.9M |
| (Losses) gains on derivative instruments | -$122.7M | $133.6M | $45.2M |
| Net portfolio income (loss) | $179.5M | $54.4M | -$20.7M |
| Management fees | $12.7M | $9.4M | $10.5M |
| Allocated overhead | $2.8M | $2.6M | $2.4M |
| Incentive compensation | $450.0K | $723.0K | $1.4M |
| Directors' fees and liability insurance | $1.3M | $1.4M | $1.3M |
| Audit, legal and other professional fees | $1.3M | $1.3M | $1.5M |
| Direct REIT operating expenses | $1.2M | $787.0K | $715.0K |
| Other administrative | $639.0K | $537.0K | $700.0K |
| Total expenses | $20.5M | $16.7M | $18.5M |
| Net income (loss) | $159.0M | $37.7M | -$39.2M |
| Unrealized gains on U.S. Treasury securities measured at fair value through other comprehensive net income (loss) | $279.0K | $122.0K | $17.0K |
| Comprehensive net income (loss) | $159.3M | $37.8M | -$39.2M |
| Basic and diluted net income (loss) per share (in dollars per share) | $1.24 | $0.57 | -$0.89 |
| Weighted Average Shares Outstanding (in shares) | 128.3M shares | 65.4M shares | 44.6M shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 4 fiscal years (annual) or 4 quarters (quarterly), latest first.9
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 | 2022-12-31 |
|---|---|---|---|---|
| Cash and cash equivalents | $665.9M | $309.3M | ||
| Restricted cash | $58.7M | $25.7M | ||
| Accrued interest receivable | $49.1M | $23.0M | ||
| Derivative assets | $9.3M | $9.3M | ||
| Reverse repurchase agreements | $128.6M | $0 | ||
| Other assets | $648.0K | $392.0K | ||
| Total Assets | $11.7B | $5.7B | ||
| Repurchase agreements | $10.1B | $5.0B | ||
| Payable for investment securities and TBA transactions | $1.5M | $0 | ||
| Dividends payable | $21.9M | $9.9M | ||
| Derivative liabilities | $1.8M | $332.0K | ||
| Accrued interest payable | $31.4M | $10.8M | ||
| Obligation to return securities borrowed under reverse repurchase agreements, at fair value | $128.7M | $0 | ||
| Other liabilities | $1.6M | $5.4M | ||
| Total Liabilities | $10.3B | $5.1B | ||
| Preferred stock, $0.01 par value; 20,000,000 shares authorized; no shares issued and outstanding as of December 31, 2025 and December 31, 2024 | $0 | $0 | ||
| Common Stock, $0.01 par value; 400,000,000 shares authorized, 181,985,900 shares issued and outstanding as of December 31, 2025 and 82,622,464 shares issued and outstanding as of December 31, 2024 | $1.8M | $826.0K | ||
| Additional paid-in capital | $1.6B | $1.0B | ||
| Accumulated deficit | -$183.7M | -$342.8M | ||
| Accumulated other comprehensive income | $418.0K | $139.0K | ||
| Total Stockholders' Equity | $1.4B | $668.5M | $469.9M | $438.8M |
| Total Liabilities and Stockholders' Equity | $11.7B | $5.7B | ||
| Pledged assets, Mortgage-backed securities | $10.6B | $5.3B | ||
| U.S. Treasury securities, available for sale, amortized cost | $134.7M | $100.4M | ||
| Pledged assets, available for sale | $135.1M | $100.6M | ||
| Preferred stock, par value (in dollars per share) | $0.01 | $0.01 | ||
| Preferred stock, authorized (in shares) | 20.0M shares | 20.0M shares | ||
| Preferred stock, issued (in shares) | 0 shares | 0 shares | ||
| Preferred stock, outstanding (in shares) | 0 shares | 0 shares | ||
| Common stock, par value (in dollars per share) | $0.01 | $0.01 | ||
| Common stock, authorized (in shares) | 400.0M shares | 400.0M shares | ||
| Common stock, issued (in shares) | 182.0M shares | 82.6M shares | ||
| Common stock, outstanding (in shares) | 182.0M shares | 82.6M shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 | 2022-12-31 |
|---|---|---|---|---|
| Cash and cash equivalents | $665.9M | $309.3M | ||
| Restricted cash | $58.7M | $25.7M | ||
| Accrued interest receivable | $49.1M | $23.0M | ||
| Derivative assets | $9.3M | $9.3M | ||
| Reverse repurchase agreements | $128.6M | $0 | ||
| Other assets | $648.0K | $392.0K | ||
| Total Assets | $11.7B | $5.7B | ||
| Repurchase agreements | $10.1B | $5.0B | ||
| Payable for investment securities and TBA transactions | $1.5M | $0 | ||
| Dividends payable | $21.9M | $9.9M | ||
| Derivative liabilities | $1.8M | $332.0K | ||
| Accrued interest payable | $31.4M | $10.8M | ||
| Obligation to return securities borrowed under reverse repurchase agreements, at fair value | $128.7M | $0 | ||
| Other liabilities | $1.6M | $5.4M | ||
| Total Liabilities | $10.3B | $5.1B | ||
| Preferred stock, $0.01 par value; 20,000,000 shares authorized; no shares issued and outstanding as of December 31, 2025 and December 31, 2024 | $0 | $0 | ||
| Common Stock, $0.01 par value; 400,000,000 shares authorized, 181,985,900 shares issued and outstanding as of December 31, 2025 and 82,622,464 shares issued and outstanding as of December 31, 2024 | $1.8M | $826.0K | ||
| Additional paid-in capital | $1.6B | $1.0B | ||
| Accumulated deficit | -$183.7M | -$342.8M | ||
| Accumulated other comprehensive income | $418.0K | $139.0K | ||
| Total Stockholders' Equity | $1.4B | $668.5M | $469.9M | $438.8M |
| Total Liabilities and Stockholders' Equity | $11.7B | $5.7B | ||
| Pledged assets, Mortgage-backed securities | $10.6B | $5.3B | ||
| U.S. Treasury securities, available for sale, amortized cost | $134.7M | $100.4M | ||
| Pledged assets, available for sale | $135.1M | $100.6M | ||
| Preferred stock, par value (in dollars per share) | $0.01 | $0.01 | ||
| Preferred stock, authorized (in shares) | 20.0M shares | 20.0M shares | ||
| Preferred stock, issued (in shares) | 0 shares | 0 shares | ||
| Preferred stock, outstanding (in shares) | 0 shares | 0 shares | ||
| Common stock, par value (in dollars per share) | $0.01 | $0.01 | ||
| Common stock, authorized (in shares) | 400.0M shares | 400.0M shares | ||
| Common stock, issued (in shares) | 182.0M shares | 82.6M shares | ||
| Common stock, outstanding (in shares) | 182.0M shares | 82.6M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 3 fiscal years, latest first.9
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Net income (loss) | $159.0M | $37.7M | -$39.2M |
| Stock based compensation | $309.0K | $553.0K | $1.2M |
| Net discount accretion on U.S. Treasury securities | -$693.0K | -$4.9M | -$1.9M |
| Realized losses on mortgage-backed securities | $6.3M | $4.6M | $22.6M |
| Unrealized (gains) losses on mortgage-backed securities and U.S. Treasury securities | -$200.2M | $79.8M | $18.9M |
| Realized and unrealized losses (gains) on derivative instruments | $160.0M | -$46.4M | $10.6M |
| Accrued interest receivable | -$26.1M | -$8.1M | -$3.4M |
| Other assets | -$41.0K | $63.0K | -$7.0K |
| Accrued interest payable | $20.6M | $2.8M | -$1.3M |
| Other liabilities | $668.0K | $650.0K | $534.0K |
| Due to affiliates | $494.0K | $154.0K | -$118.0K |
| NET CASH PROVIDED BY OPERATING ACTIVITIES | $120.4M | $67.0M | $8.0M |
| Sales and maturities | $1.4B | $454.3M | $797.6M |
| Maturity of U.S. Treasury securities | $75.0M | $450.0M | $37.5M |
| Net payments on reverse repurchase agreements | -$128.6M | $0 | $0 |
| Net (payments on) proceeds from derivative instruments | -$32.4M | $24.1M | $15.9M |
| NET CASH USED IN INVESTING ACTIVITIES | -$5.4B | -$1.4B | -$441.1M |
| Proceeds from repurchase agreements | $65.8B | $45.6B | $37.8B |
| Principal payments on repurchase agreements | -$60.7B | -$44.3B | -$37.4B |
| Cash dividends paid | -$178.9M | -$92.5M | -$80.8M |
| Proceeds from issuance of common stock, net of issuance costs | $741.4M | $259.3M | $159.4M |
| Common stock repurchases, including shares withheld from employee stock awards for payment of taxes | -$7.4M | -$3.5M | -$9.8M |
| NET CASH PROVIDED BY FINANCING ACTIVITIES | $5.6B | $1.5B | $396.1M |
| NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | $389.5M | $134.8M | -$36.9M |
| Interest | $285.1M | $233.5M | $203.2M |
No quarter-by-quarter statement was filed.
Corporate structure
Orchid Island Capital, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Orchid Island Capital, Inc.
- BlackRock Filed SCHEDULE 13G/A on Orchid Island Capital, Inc., latest Aug 6, 2026 (3 filings since Oct 17, 2025)
- VANGUARD CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G on Orchid Island Capital, Inc., latest Jul 31, 2026
- VANGUARD GROUP INC Filed SCHEDULE 13G/A on Orchid Island Capital, Inc., latest Mar 27, 2026 (5 filings since Feb 9, 2023)
- Orchid Island Capital, Inc. Baltimore, Maryland, United States
Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Orchid Island Capital, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $665.9M9 Dec 31, 2025 | $309.3M9 Dec 31, 2024 | +115.3% |
| Debt securities available for sale | $100.6M8 Dec 31, 2024 | $148.8M8 Dec 31, 2023 | −32.4% |
Properties, in its own words
We do not own any real property. Our offices are owned by Bimini, the parent of our Manager, and are located at 3305 Flamingo Drive, Vero Beach, Florida 32963. We consider this property to be adequate for our business as currently conducted. Our telephone number is (772) 231-1400.
Item 2 of the 10-K filed Feb 20, 2026.4
Leadership
Who has led Orchid Island Capital, Inc., and when. Pick a name to see everywhere that person has worked.
Chief executive
President
Chief financial officer
- Chief executive officerRobert E. Cauley Feb 13, 2013 to now13
- PresidentRobert E. Cauley Feb 13, 2013 to Mar 15, 201713
- Chief financial officerG. Hunter Haas Iv. Feb 13, 2013 to now14
Board members and other officers (7)
- Board memberPaula Morabito Dec 26, 2017 to now15
- Board memberAva L. Parker Feb 13, 2013 to now16
- Board memberG. Hunter Haas Iv. Feb 13, 2013 to now14
- Board memberJohn Van Heuvelen Feb 13, 2013 to Apr 10, 201717
- Board memberRobert E. Cauley Feb 13, 2013 to now13
- Board memberW. Coleman Bitting Feb 13, 2013 to now18
- Board memberFrank P. Filipps Feb 14, 2013 to now19
Timeline
- Oct 14, 20268-K Results of operations; Other events20
- Sep 14, 20268-K Other events21
- Aug 12, 20268-K Other events22
- Jul 23, 20268-K Results of operations23
- Jul 13, 20268-K Results of operations24
- Jul 8, 20268-K Other events25
- Jun 22, 20268-K Other events26
- Jun 10, 20268-K Shareholder vote; Other events27
- May 13, 20268-K Other events28
- Apr 23, 20268-K Results of operations29
- Apr 16, 20268-K Financial statements and exhibits30
- Mar 18, 20268-K Other events31
- Feb 13, 2013New chief executive Robert E. Cauley becomes CEO13
- Aug 17, 2010Founded Orchid Island Capital, Inc. is founded2
Calendar
Coming up
- Oct 22, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported $0.16 a share, on Oct 23, 2025.32
When it reported results
- Oct 14, 2026Reported quarterly or annual results20
- Jul 23, 2026Reported quarterly or annual results23
- Jul 13, 2026Reported quarterly or annual results24
- Apr 23, 2026Reported quarterly or annual results29
- Jan 29, 2026Reported quarterly or annual results33
- Jan 14, 2026Reported quarterly or annual results34
- Oct 23, 2025Reported quarterly or annual results35
- Oct 15, 2025Reported quarterly or annual results36
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
329 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 94 major events, 178 insider forms, 14 large holders, 23 other. The latest 20:
- Oct 14, 20268-K EDGAR
- Oct 1, 20264 EDGAR
- Oct 1, 20264 EDGAR
- Oct 1, 20264 EDGAR
- Oct 1, 20264 EDGAR
- Sep 25, 20264 EDGAR
- Sep 25, 20264 EDGAR
- Sep 14, 20268-K EDGAR
- Aug 31, 20264 EDGAR
- Aug 12, 20268-K EDGAR
- Aug 6, 2026SCHEDULE 13G/A EDGAR
- Aug 3, 20264 EDGAR
- Jul 31, 2026SCHEDULE 13G EDGAR
- Jul 29, 2026SCHEDULE 13G/A EDGAR
- Jul 24, 202610-Q EDGAR
- Jul 23, 20268-K EDGAR
- Jul 13, 20268-K EDGAR
- Jul 8, 20268-K EDGAR
- Jul 1, 20264 EDGAR
- Jul 1, 20264 EDGAR
The 329 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
9 open-market trades by officers, directors and large owners since October 2021: 8 buys and 1 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Dec 27, 2023 | Bitting W ColemanDirector | Buy | 5 | $8.83 | $47 | Form 4 |
| Dec 20, 2023 | Haas G Hunter IVChief Financial Officer | Buy | 2,194 | $8.61 | $18.9K | Form 4 |
| Dec 20, 2023 | Haas G Hunter IVChief Financial Officer | Sale | 2,194 | $8.61 | $18.9K | Form 4 |
| Nov 28, 2023 | Bitting W ColemanDirector | Buy | 7 | $7.38 | $54 | Form 4 |
| Oct 27, 2023 | Bitting W ColemanDirector | Buy | 11 | $6.19 | $70 | Form 4 |
| Oct 13, 2023 | Cauley Robert EChief Executive Officer | Buy | 15,000 | $7.41 | $111.1K | Form 4 |
| Oct 3, 2023 | Cauley Robert EChief Executive Officer | Buy | 30,000 | $7.86 | $235.7K | Form 4 |
| Sep 27, 2023 | Bitting W ColemanDirector | Buy | 8 | $8.73 | $69 | Form 4 |
| Aug 29, 2023 | Bitting W ColemanDirector | Buy | 7 | $9.70 | $68 | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- BlackRockSCHEDULE 13G/A, 3 filings Oct 17, 2025 to Aug 6, 202637
- VANGUARD CAPITAL MANAGEMENT LLCSCHEDULE 13G, 1 filing Jul 31, 202638
- VANGUARD GROUP INCSCHEDULE 13G/A, 5 filings Feb 9, 2023 to Mar 27, 202639
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.
| Fund | Shares | Value | Share of the fund | Change |
|---|---|---|---|---|
| BlackRock, Inc. | 20,540,427 | $143.2M | 0.0% | +3,363,860 |
| Vanguard Capital Management LLC | 8,933,346 | $62.3M | 0.0% | +624,165 |
| Geode Capital Management, LLC | 5,236,176 | $36.5M | 0.0% | +785,931 |
| State Street Corp | 4,529,701 | $32.0M | 0.0% | +521,126 |
| MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 3,847,111 | $26.8M | 0.0% | −1,826,251 |
| Goldman Sachs Group Inc | 3,504,383 | $24.4M | 0.0% | +787,363 |
| Invesco Ltd. | 2,915,932 | $20.3M | 0.0% | +11,932 |
| Van Eck Associates Corp | 2,370,898 | $16.5M | 0.0% | +94,335 |
| Northern Trust Corp | 2,306,950 | $16.1M | 0.0% | +760,430 |
| UBS Group AG | 2,017,011 | $14.1M | 0.0% | +640,542 |
| Morgan Stanley | 1,835,163 | $12.8M | 0.0% | +860,441 |
| Vanguard Portfolio Management LLC | 1,709,184 | $11.9M | 0.0% | +330,446 |
| Ameriprise Financial Inc | 1,693,818 | $11.8M | 0.0% | +665,438 |
| Charles Schwab Investment Management Inc | 1,686,744 | $11.8M | 0.0% | +194,320 |
| Vanguard Fiduciary Trust Co | 1,333,225 | $9.3M | 0.0% | +129,815 |
| Millennium Management LLC | 1,259,851 | $8.8M | 0.0% | −1,219,606 |
| Advisors Asset Management, Inc. | 1,020,570 | $7.1M | 0.1% | +327,539 |
| Citadel Advisors LLC | 972,010 | $6.8M | 0.0% | +413,440 |
| D. E. Shaw & Co., Inc. | 775,558 | $5.4M | 0.0% | −662,946 |
| Wolverine Asset Management LLC | 706,855 | $4.9M | 0.2% | +580,282 |
| Capital Fund Management S.a. | 684,503 | $4.8M | 0.0% | +644,311 |
| Citigroup Inc | 672,255 | $4.7M | 0.0% | +623,015 |
| Bank of New York Mellon Corp | 559,452 | $3.9M | 0.0% | +108,198 |
| Arrowstreet Capital, Limited Partnership | 541,026 | $3.8M | 0.0% | +129,351 |
| Fmr LLC | 488,636 | $3.4M | 0.0% | +472,825 |
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How Orchid Island Capital, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGAROrchid Island Capital, Inc.1
- CIK0001518621
- Employer ID (EIN)27-32692284
- Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company4
- Incorporated inMaryland4
- Fiscal year endsDecember 311
- Industry code (SIC)6798 Real Estate Investment Trusts1
- SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
- Business address3305 Flamingo Drive, Vero Beach, FL 329631
- Phone772-231-14001
- Shares outstanding199,603,438 as of Jul 23, 202611
- Public float$881.1M as of Jun 30, 20254
- AuditorBDO USA, P.C., West Palm Beach, Florida PCAOB ID 243; it also attests to the company’s internal control over financial reporting4
- On EDGAR sinceMay 3, 20111
- Filings874 in all: 4 (395), 8-K (256), 10-Q (41), 424B5 (23), SC 13G/A (16), 10-K (14), CORRESP (14), DEF 14A (13)1
All 37 form types
S-11/A (13), UPLOAD (10), 3 (8), SC 13G (8), EFFECT (7), 4/A (6), ARS (5), SCHEDULE 13G/A (5), CERTNYS (4), S-11 (4), S-3 (4), 8-A12B/A (3), 8-K/A (3), 10-K/A (2), 424B4 (2), 8-A12B (2), DEFA14A (2), S-3/A (2), S-8 (2), 10-Q/A (1), 25 (1), 3/A (1), 424B1 (1), FWP (1), RW (1), S-11MEF (1), S-3ASR (1), S-8 POS (1), SCHEDULE 13G (1)
- Latest filingsAnnual report (10-K) Feb 20, 2026
Quarterly report (10-Q) Jul 24, 2026
Proxy statement (DEF 14A) Apr 27, 2026
Latest 8-K (8-K) Oct 14, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, $0.01 par value | ORC | New York Stock Exchange |
From the cover page of the 10-K filed Feb 20, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks Orchid Island Capital, Inc. names in Item 1A of its 10-K filed Feb 20, 2026: 67 risks under these headings, as written.4
- Risks Related to Our Business
- Increases in interest rates may negatively affect the value of our investments and increase the cost of our borrowings, which could result in reduced earnings or losses and materially adversely affect our ability to pay distributions to our stockholders.
- An increase in interest rates may also cause a decrease in the volume of newly issued, or investor demand for, Agency RMBS, which could materially adversely affect our ability to acquire assets that satisfy our investment objectives and our business, financial condition and results of operations and our ability to pay distributions to our stockholders.
- Interest rate mismatches between our Agency RMBS and our borrowings may reduce our net interest margin during periods of changing interest rates, which could materially adversely affect our business, financial condition and results of operations and our ability to pay distributions to our stockholders.
- Further downgrades of the U.S. credit rating, automatic spending cuts, mounting budget deficits or another government shutdown could negatively impact our liquidity, financial condition and earnings.
- Differences in the stated maturity of our fixed rate assets, or in the timing of interest rate adjustments on our adjustable-rate assets, and our borrowings may adversely affect our profitability.
- Short-term interest rates may become higher than long-term interest rates, which is typically referred to as an inverted U.S. Treasury or yield curve. An inverted yield curve occurred during 2022 through the majority of 2024, and may occur again in the future. Under such conditions our funding costs may equal or exceed yields available on our assets, adversely impacting our financial condition and results of operations and our ability to pay dividends to our stockholders.
- Increased levels of prepayments on the mortgages underlying our Agency RMBS might decrease net interest income or result in a net loss, which could materially adversely affect our business, financial condition and results of operations and our ability to pay distributions to our stockholders.
- A decrease in prepayment rates on the mortgages underlying our Agency RMBS might decrease net interest income or result in a net loss, which could materially adversely affect our business, financial condition and results of operations and our ability to pay distributions to our stockholders.
- Failure to procure adequate repurchase agreement financing, or to renew or replace existing repurchase agreement financing as it matures, could materially adversely affect our business, financial condition and results of operations and our ability to make distributions to our stockholders.
- Adverse market developments could cause our lenders to require us to pledge additional assets as collateral. If our assets were insufficient to meet these collateral requirements, we might be compelled to liquidate particular assets at inopportune times and at unfavorable prices, which could materially adversely affect our business, financial condition and results of operations and our ability to pay distributions to our stockholders.
- Hedging against interest rate exposure may not completely insulate us from interest rate risk and could materially adversely affect our business, financial condition and results of operations and our ability to pay distributions to our stockholders.
The other 56 risks
- Our use of certain hedging techniques may expose us to counterparty risks.
- Our use of leverage could materially adversely affect our business, financial condition and results of operations and our ability to pay distributions to our stockholders.
- We invest in structured Agency RMBS, including IOs, IIOs and POs. Although structured Agency RMBS are generally subject to the same risks as our PT Agency RMBS, certain types of risks may be enhanced depending on the type of structured Agency RMBS in which we invest.
- It may be uneconomical to "roll" our TBA dollar roll transactions or we may be unable to meet margin calls on our TBA contracts, which could negatively affect our financial condition and results of operations.
- Interest rate caps on the ARMs and hybrid ARMs backing our Agency RMBS may reduce our net interest margin during periods of rising interest rates, which could materially adversely affect our business, financial condition and results of operations and our ability to pay distributions to our stockholders.
- Volatile market conditions for mortgages and mortgage-related assets as well as the broader financial markets can result in a significant contraction in liquidity for mortgages and mortgage-related assets, which may adversely affect the value of the assets in which we invest.
- Our forward settling transactions, including TBA transactions, subject us to certain risks, including price risks and counterparty risks.
- We rely on analytical models and other data to analyze potential asset acquisition and disposition opportunities and to manage our portfolio. Such models and other data may be incorrect, misleading or incomplete, which could cause us to purchase assets that do not meet our expectations or to make asset management decisions that are not in line with our strategy.
- Valuations of some of our assets are inherently uncertain, may be based on estimates, may fluctuate over short periods of time and may differ from the values that would have been used if a ready market for these assets existed. As a result, the values of some of our assets are uncertain.
- Because the assets that we acquire might experience periods of illiquidity, we might be prevented from selling our Agency RMBS at favorable times and prices, which could materially adversely affect our business, financial condition and results of operations and our ability to pay distributions to our stockholders.
- Our use of repurchase agreements may give our lenders greater rights in the event that either we or any of our lenders file for bankruptcy, which may make it difficult for us to recover our collateral in the event of a bankruptcy filing.
- If our lenders default on their obligations to resell the Agency RMBS back to us at the end of the repo transaction term, or if the value of the Agency RMBS has declined by the end of the repo transaction term or if we default on our obligations under the repo transaction, we will lose money on these transactions, which, in turn, may materially adversely affect our business, financial condition and results of operations and our ability to pay distributions to our stockholders.
- Clearing facilities or exchanges upon which some of our hedging instruments are traded may increase margin requirements on our hedging instruments in the event of adverse economic developments.
- Our inability to access funding or the terms on which such funding is available could have a material adverse effect on our financial condition, particularly in times of significant market dislocations.
- We may change our investment strategy, investment guidelines and asset allocation without notice or stockholder consent, which may result in riskier investments. In addition, our charter provides that our Board of Directors may revoke or otherwise terminate our REIT election, without the approval of our stockholders.
- A prolonged economic slowdown, a lengthy or severe recession or declining real estate values could impair our investments and harm our operations.
- Competition might prevent us from acquiring Agency RMBS at favorable yields, which could materially adversely affect our business, financial condition and results of operations and our ability to pay distributions to our stockholders.
- We are highly dependent on communications and information systems operated by third parties, and systems failures could significantly disrupt our business, which may, in turn, adversely affect our business, financial condition and results of operations and our ability to pay distributions to our stockholders.
- We invest in securities guaranteed by the Enterprises which are currently under conservatorship by the FHFA. The ultimate impact on the operations of the Enterprises from the conservatorships and the support they receive from the U.S. government is not determinable and could affect the Enterprises in such a way that our business, operations and financial condition may be adversely affected.
- Risks Related to Conflicts of Interest in Our Relationship with Our Manager and Bimini
- The management agreement with our Manager was not negotiated on an arm’s-length basis and the terms, including fees payable and our inability to terminate, or our election not to renew, the management agreement based on our Manager’s poor performance without paying our Manager a significant termination fee, except for a termination of the Manager with cause, may not be as favorable to us as if it were negotiated with an unaffiliated third party.
- We have no employees and our Manager is responsible for making all of our investment decisions. None of our or our Manager’s officers are required to devote any specific amount of time to our business, and each of them may provide their services to Bimini, which could result in conflicts of interest.
- We are completely dependent upon our Manager and certain key personnel of Bimini who provide services to us through the management agreement, and we may not find suitable replacements for our Manager and these personnel if the management agreement is terminated or such key personnel are no longer available to us.
- We, Bimini and other accounts managed by our Manager may compete for opportunities to acquire assets, which are allocated in accordance with the Investment Allocation Agreement by and among Bimini, our Manager and us.
- There are conflicts of interest in our relationships with our Manager and Bimini, which could result in decisions that are not in the best interests of our stockholders.
- If we elect to not renew the management agreement without cause, we would be required to pay our Manager a substantial termination fee. These and other provisions in our management agreement make non-renewal of our management agreement difficult and costly.
- Our Manager’s management fee is payable regardless of our performance.
- Our Manager will not be liable to us for any acts or omissions performed in accordance with the management agreement, including with respect to the performance of our investments.
- Risks Related to Our Common Stock
- We have not established a minimum distribution payment level, and we cannot assure you of our ability to make distributions to our stockholders in the future.
- We may be subject to adverse legislative or regulatory changes that could reduce the market price of our common stock.
- The market value of our common stock may be volatile.
- Risks Related to Our Organization and Structure
- Loss of our exemption from regulation under the Investment Company Act would negatively affect the value of shares of our common stock and our ability to pay distributions to our stockholders.
- Failure to obtain and maintain an exemption from being regulated as a commodity pool operator could subject us to additional regulation and compliance requirements and may result in fines and other penalties which could materially adversely affect our business and financial condition.
- Our ownership limitations and certain other provisions of applicable law and our charter and bylaws may restrict business combination opportunities that would otherwise be favorable to our stockholders.
- Our rights and the rights of our stockholders to take action against our directors and officers are limited, which could limit your recourse in the event of actions not in your best interests.
- Certain provisions of Maryland law could inhibit changes in control.
- Our bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors or officers and could discourage lawsuits against us and our directors and officers.
- U.S. Federal Income Tax Risks
- Your investment has various U.S. federal income tax risks.
- Our failure to maintain our qualification as a REIT would subject us to U.S. federal income tax, which could adversely affect the value of the shares of our common stock and would substantially reduce the cash available for distribution to our stockholders.
- Complying with REIT requirements may cause us to forego or liquidate otherwise attractive investments.
- Failure to make required distributions would subject us to tax, which would reduce the cash available for distribution to our stockholders.
- We intend to distribute our REIT taxable income to our stockholders in a manner intended to satisfy the 90% distribution requirement and to avoid both U.S. federal corporate income tax and the 4% nondeductible excise tax.
- Even if we qualify for taxation as a REIT, we may face other tax liabilities that reduce our cash flows.
- The failure of Agency RMBS subject to a repurchase agreement to qualify as real estate assets would adversely affect our ability to continue to qualify as a REIT.
- Our ability to invest in and dispose of forward settling contracts, including TBA securities, could be limited by the requirements necessary to continue to qualify as a REIT, and we could fail to qualify as a REIT as a result of these investments.
- Complying with REIT requirements may limit our ability to hedge effectively.
- Our ownership of and relationship with any TRSs that we form will be limited and a failure to comply with the limits would jeopardize our REIT qualification and may result in the application of a 100% excise tax.
- We may pay taxable dividends in cash and our common stock, in which case stockholders may sell shares of our common stock to pay tax on such dividends, placing downward pressure on the market price of our common stock.
- Our ownership limitations may restrict change of control or business combination opportunities in which our stockholders might receive a premium for their stock.
- Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
- Liquidation of our assets may jeopardize our REIT qualification.
- Our qualification as a REIT and exemption from U.S. federal income tax with respect to certain assets may be dependent on the accuracy of legal opinions or advice rendered or given or statements by the issuers of assets that we acquire, and the inaccuracy of any such opinions, advice or statements may adversely affect our REIT qualification and result in significant corporate-level tax.
- General Risk Factors
- The occurrence of cyber-incidents, or a deficiency in our cybersecurity or in those of any of our third party service providers could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information or damage to our business relationships or reputation, all of which could negatively impact our business and results of operations.
- We face possible risks associated with the effects of climate change and severe weather.
- If we issue debt securities, our operations may be restricted and we will be exposed to additional risk.
- Future offerings of debt securities, which would be senior to our common stock upon liquidation, or equity securities, which would dilute our existing stockholders and may be senior to our common stock for the purposes of distributions, may harm the value of our common stock.
- We cannot predict the effect that government policies, laws and plans adopted in response to geopolitical events, a global pandemic, or the global recessionary economic conditions will have on us.
Legal proceedings
We are not party to any material pending legal proceedings as described in Item 103 of Regulation S-K.
The opening of Item 3, Legal Proceedings.4
Sources
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- 15SEC EDGARPaula Morabito, Board member
- 16SEC EDGARAva L. Parker, Board member
- 17SEC EDGARJohn Van Heuvelen, Board member
- 18SEC EDGARW. Coleman Bitting, Board member
- 19SEC EDGARFrank P. Filipps, Board member
- 20SEC EDGARResults of operations; Other events
- 21SEC EDGAROther events
- 22SEC EDGAROther events
- 23SEC EDGARResults of operations
- 24SEC EDGARResults of operations
- 25SEC EDGAROther events
- 26SEC EDGAROther events
- 27SEC EDGARShareholder vote; Other events
- 28SEC EDGAROther events
- 29SEC EDGARResults of operations
- 30SEC EDGARFinancial statements and exhibits
- 31SEC EDGAROther events
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