Form 8-K

8-K — Orchid Island Capital, Inc.

Accession: 0001437749-26-012457

Filed: 2026-04-16

Period: 2026-04-15

CIK: 0001518621

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Financial Statements and Exhibits

Documents

8-K — orc20260414_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_945702.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: orc20260414_8k.htm · Sequence: 1

orc20260414_8k.htm

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0001518621

2026-04-15

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): April 15, 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)

☐

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:

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 2.02. Results of Operations and Financial Condition.

On April 15, 2026, Orchid Island Capital, Inc. (the “Company”) announced its estimated book value of 7.08 per share as of March 31, 2026, certain details of its RMBS portfolio as of March 31, 2026, and estimated GAAP net loss per share of $0.11, including an estimated $0.37 per share of net realized and unrealized losses on RMBS and derivative instruments, for the quarter ended March 31, 2026. These figures and the estimated book value per share and estimated GAAP net loss per share are preliminary, subject to change, and subject to review by the Company’s independent registered public accounting firm.

Item 8.01. Other Events.

On April 15, 2026, the Company announced that the Board of Directors of the Company declared a dividend for the month of April 2026 of $0.10 per share of the Company’s common stock, to be paid on May 28, 2026, to holders of record on April 30, 2026, with an ex-dividend date of April 30, 2026. In addition, the Company announced certain details of its RMBS portfolio as of March 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 April 15, 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: April 15, 2026

ORCHID ISLAND CAPITAL, INC.

By:

/s/ Robert E. Cauley

Robert E. Cauley

Chairman and Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_945702.htm · Sequence: 2

ex_945702.htm

Exhibit 99.1

ORCHID ISLAND CAPITAL ANNOUNCES

APRIL 2026 MONTHLY DIVIDEND,

ESTIMATED FIRST QUARTER 2026 RESULTS AND

MARCH 31, 2026 RMBS PORTFOLIO CHARACTERISTICS

●

April 2026 Monthly Dividend of $0.10 Per Share of Common Stock

●

Estimated Book Value Per Share as of March 31, 2026 of $7.08

●

Estimated GAAP net loss of $0.11 per share for the quarter ended March 31, 2026, including an estimated $0.37 per share of net realized and unrealized losses on RMBS and derivative instruments

●

Estimated (1.3)% total return on equity for the quarter ended March 31, 2026

●

Estimated book value, net loss and total return on equity amounts are preliminary, subject to change, and subject to review by the Company’s independent registered public accounting firm

●

RMBS Portfolio Characteristics as of March 31, 2026

●

Next Dividend Announcement Expected May 13, 2026

Vero Beach, Fla., April 15, 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 April 2026. The dividend of $0.10 per share will be paid May 28, 2026 to holders of record of the Company’s common stock on April 30, 2026, with an ex-dividend date of April 30, 2026. The Company plans on announcing its next common stock dividend on May 13, 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.

Shares Outstanding

As of April 15, 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. As of December 31, 2025, the Company had 181,985,900 shares of common stock outstanding.

Estimated March 31, 2026 Book Value Per Share

The Company’s estimated book value per share as of March 31, 2026 was $7.08. The Company computes book value per share by dividing total stockholders' equity by the total number of outstanding shares of common stock. At March 31, 2026, the Company's preliminary estimated total stockholders' equity was approximately $1.4 billion with 196,700,226 shares of common stock outstanding. These figures and the resulting estimated book value per share are preliminary, subject to change, and subject to review by the Company’s independent registered public accounting firm.

Estimated Net Income Per Share and Realized and Unrealized Gains on RMBS and Derivative Instruments

The Company estimates it generated a net loss per share of $0.11 for the quarter ended March 31, 2026, which includes an estimated $0.37 per share of net realized and unrealized losses on RMBS and derivative instruments. These amounts compare to total dividends declared during the quarter of $0.36 per share. Net loss per common share calculated under generally accepted accounting principles can, and does, differ from our REIT taxable income. The Company views REIT taxable income as a better indication of income to be paid in the form of a dividend rather than net income. Many components of REIT taxable income can only be estimated at this time and our monthly dividends declared are based on both estimates of REIT taxable income to be earned over the course of the current quarter and calendar year and a longer-term estimate of the REIT taxable income of the Company. These figures are preliminary, subject to change, and subject to review by the Company’s independent registered public accounting firm.

Estimated Total Return on Equity

The Company’s estimated total return on equity for the quarter ended March 31, 2026 was (1.3)%. The Company calculates total return on equity as the sum of dividends declared and paid during the quarter plus changes in book value during the quarter, divided by the Company’s stockholders’ equity at the beginning of the quarter. The total return was $(0.10) per share, comprised of dividends per share of $0.36 and a decrease in book value per share of $0.46 from December 31, 2025.

RMBS Portfolio Characteristics

Details of the RMBS portfolio as of March 31, 2026 are presented below. These figures are preliminary and subject to change and, with respect to figures that will appear in the Company’s financial statements and associated footnotes as of and for the quarter ended March 31, 2026, are subject to review by the Company’s independent registered public accounting firm:

●

RMBS Valuation Characteristics

●

RMBS Assets by Agency

●

Investment Company Act of 1940 (Whole Pool) Test Results

●

Repurchase Agreement Exposure by Counterparty

●

RMBS Risk Measures

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

Jan-26 -

Mar-26

Net

Weighted

CPR

Weighted

Average

(1-Month)

(3-Month)

Modeled Interest

Current

Fair

% of

Current

Average

Maturity

(Reported

Rate Sensitivity (1)

Type

Face

Value

Portfolio

Price

Coupon

GWAC

Age

(Months)

in Apr)

(-50 BPS)

(+50 BPS)

Fixed Rate RMBS

15yr 4.5 TBA

250,000

247,871

2.14

99.15

4.50

5.41

171

n/a

3,448

(4,028

)

15yr Total

250,000

247,871

2.14

99.15

4.50

5.41

171

n/a

3,448

(4,028

)

30yr 3.0

323,583

289,277

2.50

89.40

3.00

3.52

294

9.0

6.8

8,590

(8,692

)

30yr 3.5

37,737

34,742

0.30

92.06

3.50

4.30

263

0.6

0.7

1,021

(1,041

)

30yr 4.0

49,244

46,945

0.41

95.33

4.00

4.77

273

7.3

9.4

1,159

(1,202

)

30yr 4.5

445,336

432,346

3.73

97.08

4.50

5.46

329

6.8

7.1

9,210

(10,243

)

30yr 5.0

1,919,774

1,902,660

16.42

99.11

5.00

6.01

345

5.1

5.3

35,324

(42,135

)

30yr 5.5

3,487,634

3,543,675

30.58

101.61

5.50

6.46

344

9.9

9.3

51,208

(65,674

)

30yr 6.0

3,134,525

3,230,524

27.88

103.06

6.00

6.93

340

25.7

21.1

30,868

(44,012

)

30yr 6.5

1,566,127

1,637,361

14.13

104.55

6.50

7.39

337

29.2

23.1

10,346

(15,847

)

30yr 7.0

197,429

208,559

1.80

105.64

7.00

7.95

323

28.4

27.6

1,436

(1,886

)

30yr Total

11,161,389

11,326,089

97.75

101.48

5.60

6.53

339

16.4

14.8

149,162

(190,732

)

Total Pass-Through RMBS

11,411,389

11,573,960

99.89

101.42

5.57

6.51

335

16.4

14.8

152,610

(194,760

)

Structured RMBS

IO 20yr 4.0

5,033

388

0.00

7.71

4.00

4.56

170

14.0

10.2

)

IO 30yr 4.0

61,513

11,165

0.10

18.15

4.00

4.60

139

212

4.0

5.0

(187

)

110

IO 30yr 4.5

2,686

505

0.00

18.81

4.50

4.99

188

158

7.4

8.6

)

IO 30yr 5.0

1,415

280

0.00

19.75

5.00

5.37

189

158

10.4

4.6

)

IO Total

70,647

12,338

0.11

17.46

4.04

4.62

144

198

4.9

5.5

(190

)

109

IIO 30yr 4.0

15,174

114

0.00

0.75

0.13

4.40

102

246

0.8

8.3

(47

)

Total Structured RMBS

85,821

12,452

0.11

14.51

3.35

4.58

136

207

4.2

6.0

(119

)

Total Mortgage Assets

11,497,210

11,586,412

100.00

5.55

6.49

334

16.3

14.7

152,491

(194,698

)

Hedge

Modeled Interest

Notional

Period

Rate Sensitivity (1)

Hedge

Balance

End

(-50 BPS)

(+50 BPS)

3-Month SOFR Futures

(390,000

)

Dec-26

(2,438

)

2,438

5-Year Treasury Future(2)

(180,000

)

Aug-30

(3,764

)

3,708

10-Year Treasury Future(3)

(53,000

)

Jan-33

(1,719

)

1,694

10-Year Ultra Treasury Future(4)

(60,000

)

Nov-35

(2,694

)

2,563

ERIS SOFR Swap Futures

(10,000

)

Jun-31

(195

)

190

Swaps

(7,014,200

)

Nov-30

(146,075

)

141,324

TBA Short

(155,000

)

May-26

(820

)

1,386

Hedge Total

(7,862,200

)

(157,705

)

153,303

Rate Shock Grand Total

(5,214

)

(41,395

)

(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.

(2)

Five-year Treasury futures contracts were valued at prices of $108.18 at March 31, 2026. The market value of the short position was $194.7 million.

(3)

Ten-year Treasury futures contracts were valued at prices of $111.05 at March 31, 2026. The market value of the short position was $58.9 million.

(4)

Ten-year Ultra futures contracts were valued at prices of $113.52 at March 31, 2026. The market value of the short position was $68.1 million.

RMBS Assets by Agency

($ in thousands)

Percentage

Fair

Asset Category

Value

Portfolio

As of March 31, 2026

Fannie Mae

5,900,504

52.0

Freddie Mac

5,438,037

48.0

Total Mortgage Assets

11,338,541

100.0

Investment Company Act of 1940 Whole Pool Test

($ in thousands)

Percentage

Fair

Asset Category

Value

Portfolio

As of March 31, 2026

Non-Whole Pool Assets

601,842

5.3

Whole Pool Assets

10,736,699

94.7

Total Mortgage Assets

11,338,541

100.0

Borrowings By Counterparty

($ in thousands)

Weighted

% of

Average

Total

Repo

Maturity

Longest

As of March 31, 2026

Borrowings

Debt

Rate

in Days

Maturity

Wells Fargo Securities, LLC

548,008

5.0

3.79

5/21/2026

Citigroup Global Markets Inc

505,729

4.7

3.78

4/23/2026

Marex Capital Markets Inc.

504,786

4.6

3.76

6/11/2026

Hidden Road Partners Civ US LLC

501,964

4.6

3.78

5/28/2026

ABN AMRO Bank N.V.

497,665

4.6

3.77

5/26/2026

ASL Capital Markets Inc.

489,064

4.5

3.80

9/21/2026

StoneX Financial Inc.

488,036

4.5

3.79

155

9/23/2026

The Bank of Nova Scotia

482,071

4.4

3.79

4/23/2026

South Street Securities, LLC

477,914

4.4

3.83

106

11/13/2026

J.P. Morgan Securities LLC

470,564

4.3

3.78

4/24/2026

RBC Capital Markets, LLC

454,708

4.2

3.83

7/27/2026

DV Securities, LLC Repo

450,719

4.1

3.78

8/21/2026

Cantor Fitzgerald & Co

445,482

4.1

3.79

5/12/2026

Clear Street LLC

437,924

4.0

3.79

6/22/2026

Daiwa Securities America Inc.

432,054

4.0

3.79

6/23/2026

Banco Santander SA

428,017

3.9

3.79

5/19/2026

Bank of Montreal

424,162

3.9

3.80

4/13/2026

Goldman, Sachs & Co

412,584

3.8

3.80

4/27/2026

Merrill Lynch, Pierce, Fenner & Smith

384,964

3.5

3.81

4/23/2026

ING Financial Markets LLC

376,852

3.5

3.80

4/13/2026

Mirae Asset Securities (USA) Inc.

332,010

3.1

3.80

6/17/2026

Brean Capital, LLC

286,317

2.6

3.79

4/23/2026

Mitsubishi UFJ Securities (USA), Inc.

246,498

2.3

3.80

4/22/2026

MUFG Securities Canada, Ltd.

236,975

2.2

3.78

4/2/2026

Nomura Securities International, Inc.

222,189

2.0

3.79

6/15/2026

Mizuho Securities USA LLC

197,403

1.8

3.78

5/19/2026

Natixis, New York Branch

97,612

0.9

3.79

4/27/2026

Lucid Prime Fund, LLC

32,452

0.3

3.79

4/16/2026

Total Borrowings

10,864,723

100.0

3.79

11/13/2026

Contact:

Orchid Island Capital, Inc.

Robert E. Cauley

3305 Flamingo Drive, Vero Beach, Florida 32963

Telephone: (772) 231-1400

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Apr. 15, 2026

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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