Bimini Capital Management, Inc. Amends and Extends Stockholder Rights Plan

Rhea-AI Summary

Bimini Capital Management (OTCQX:BMNM) amended its Rights Agreement to extend its expiration five years to December 21, 2030 and raised the rights' purchase price from $4.76 to $10.20. The Rights Plan aims to protect stockholder value and preserve approximately $253.9 million of net operating loss carryforwards (NOLs) as of September 30, 2025 by reducing the likelihood of an "ownership change" under Section 382.

The Board will submit the amendment for stockholder approval at the 2026 annual meeting; failure to obtain approval will cause automatic termination on June 30, 2026 if approval has not been obtained. The First Amendment will be filed in a Form 8-K and related materials will be available to stockholders on request.

Positive

• Rights expiration extended to Dec 21, 2030
• Purchase price increased to $10.20, lowering ownership-change risk
• Protects approximately $253.9M of NOLs as of Sep 30, 2025

Negative

• Stockholder approval required by June 30, 2026 or Rights terminate
• Higher purchase price may increase potential dilution if rights are triggered

News Market Reaction

+13.71%

1 alert

+13.71% News Effect

On the day this news was published, BMNM gained 13.71%, reflecting a significant positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Rights plan expiry: December 21, 2030 Old purchase price: $4.76 New purchase price: $10.20 +5 more

8 metrics

Rights plan expiry December 21, 2030 Extended expiration date of Rights Plan

Old purchase price $4.76 Prior purchase price under Rights Plan

New purchase price $10.20 Revised purchase price under Rights Plan

NOL balance $253.9 million Net operating loss carryforwards as of September 30, 2025

5% holder threshold 5% Ownership threshold relevant to Section 382 ownership change

Ownership change test 50 percentage points Increase in 5% holders’ collective ownership triggering Section 382 change

Automatic termination date June 30, 2026 Termination if stockholder approval not obtained

Section reference Section 382 Internal Revenue Code provision governing ownership change limits

Market Reality Check

Price: $3.67 Vol: Volume 13,299 vs 20-day a...

normal vol

$3.67 Last Close

Volume Volume 13,299 vs 20-day average 9,772 (relative volume 1.36x before this news). normal

Technical Price $1.99 trading above 200-day MA at $1.02 heading into the announcement.

Peers on Argus

Peers showed mixed moves: RAFI +3.7%, BLGVF +0.8%, RHCO -6.25%, others flat, sug...

Peers showed mixed moves: RAFI +3.7%, BLGVF +0.8%, RHCO -6.25%, others flat, suggesting BMNM’s action was stock-specific rather than a broad asset management move.

Historical Context

4 past events · Latest: Nov 06 (Neutral)

Pattern 4 events

Date	Event	Sentiment	Move	Catalyst
Nov 06	Board changes	Neutral	-3.4%	Director resignation and new independent director appointment disclosed.
Nov 06	Q3 2025 earnings	Positive	-3.4%	Stronger Q3 2025 net income and higher advisory revenues reported.
Jul 31	Q2 2025 earnings	Positive	+4.0%	Q2 2025 net income and advisory growth with detailed MBS metrics.
Jul 07	Earnings scheduling	Neutral	+0.0%	Announcement of timing for Q2 2025 results and conference call.

Pattern Detected

Over the past six months, BMNM’s stock reactions to news have been mixed. Strong earnings in Q3 2025 coincided with a negative move, while Q2 2025 results aligned with a positive reaction. Governance and scheduling updates have seen flat-to-negative moves, indicating that investor responses have not consistently tracked the apparent positivity or neutrality of announcements.

Recent Company History

Recent BMNM news has centered on earnings and governance. Q2 2025 results on Jul 31 showed modest net income and advisory growth, with shares rising about 3.96%. Q3 2025 results and simultaneous board changes on Nov 6 appeared positive to neutral but were followed by a -3.41% move, suggesting some divergence between fundamentals and trading. Today’s rights plan amendment fits into this pattern of structural and financial updates shaping the backdrop for investors.

Market Pulse Summary

The stock surged +13.7% in the session following this news. A strong positive reaction aligns with B...

Analysis

The stock surged +13.7% in the session following this news. A strong positive reaction aligns with BMNM’s technically firm setup, trading above its 200-day moving average at $1.99 versus $1.02 pre-announcement. Extending the rights plan and raising the purchase price could be viewed as protecting about $253.9 million in NOLs, though past data show mixed alignment between news quality and price moves. Investors would have needed to watch for the 2026 stockholder vote and the automatic termination date of June 30, 2026 as ongoing risk factors.

Key Terms

rights agreement, rights plan, net operating loss carryforwards, section 382, +4 more

8 terms

rights agreement regulatory

"adopted an amendment (the “First Amendment”) to the Company’s existing Rights Agreement"

A rights agreement is a contract that grants existing shareholders special rights—commonly the option to buy additional shares at a set price or to trigger protections if a takeover is attempted. Think of it like a neighborhood watch rule that lets current homeowners buy extra lots or lock the gate when an outsider tries to take over the block; it matters to investors because it can dilute or protect share value and influence takeover outcomes.

rights plan regulatory

"the “Original Rights Plan” and, as amended by the First Amendment, the “Rights Plan”"

A rights plan is a board-authorized mechanism that gives existing shareholders the right to buy additional shares at a discount if a single investor accumulates a large stake, making an unwanted takeover much more costly and diluting the buyer’s control. It matters to investors because it can protect a company’s long-term strategy from hostile bids but also can reduce the chance of a takeover premium or dilute share value, so shareholders should assess whether the plan serves their interests—think of it as a rule that makes a sudden purchase of a house much harder and more expensive for an aggressive buyer.

net operating loss carryforwards financial

"tax assets primarily associated with net operating loss carryforwards (“NOLs”) under Section 382"

Net operating loss carryforwards are tax rules that let a company apply past operating losses against future taxable profits, reducing the amount of tax it must pay when it returns to profitability. Think of it like a negative balance in a tax ledger that can be used to lower future tax bills, improving after-tax cash flow and earnings; investors track the size, expiration rules and any limits because they affect valuation and future cash available to the business.

section 382 regulatory

"NOLs under Section 382 of the Internal Revenue Code of 1986, as amended"

Section 382 is a U.S. tax rule that limits how much of a company’s past tax losses and other tax attributes can be used to offset future taxable income after the company experiences an ownership change. For investors, it matters because a takeover or large shift in ownership can sharply reduce the tax value of those losses—think of it as a speed limit on how quickly a new owner can use prior losses to lower future taxes, which affects after‑tax earnings and company valuation.

ownership change regulatory

"would be limited if there was an “ownership change” under Section 382"

An ownership change is when the pattern of who controls a company shifts significantly, such as when large blocks of shares are bought or a new group gains majority voting power—think of it as handing the steering wheel to a different driver. It matters to investors because new owners can change strategy, management, dividend policy or risk profile, and such shifts can trigger regulatory filings, tax rules, or forced stock buybacks that affect share value and future returns.

form 8-k regulatory

"contained in a Current Report on Form 8-K filed by the Company with the U.S."

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

real estate investment trust financial

"Orchid is a publicly-traded real estate investment trust (NYSE: ORC)."

A real estate investment trust (REIT) is a company that owns and manages income-producing properties—like apartment buildings, shopping centers, offices, or warehouses—and is required to pass most of its rental income to shareholders as dividends. Think of it as a shared property owner: instead of buying a whole building, investors buy a slice of a portfolio that pays regular income and can offer exposure to property values and rental markets without direct management. REITs matter to investors for predictable income, diversification, and liquidity compared with owning physical real estate.

forward-looking statements regulatory

"Statements herein relating to matters that are not historical facts are forward-looking statements"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. Not financial advice.

VERO BEACH, Fla., Dec. 10, 2025 (GLOBE NEWSWIRE) -- 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 statements.

CONTACT:

Bimini Capital Management, Inc.
Robert E. Cauley, 772-231-1400
Chairman and Chief Executive Officer
www.biminicapital.com

FAQ

What change did Bimini Capital (BMNM) make to its Rights Plan on December 10, 2025?

The Board extended the Rights Plan to Dec 21, 2030 and raised the purchase price from $4.76 to $10.20.

How much in NOLs does Bimini Capital (BMNM) report protecting with the Rights Plan?

The company reported approximately $253.9 million of net operating loss carryforwards as of Sept 30, 2025.

When must Bimini Capital (BMNM) obtain stockholder approval for the First Amendment?

The company plans to submit the First Amendment at its 2026 annual meeting; if not approved, the amendment will automatically terminate on June 30, 2026.

What is the stated purpose of Bimini Capital's (BMNM) Rights Plan under Section 382?

The Rights Plan was adopted to reduce the likelihood of an ownership change under Section 382 and preserve the value of the company's NOLs.

Will Bimini Capital (BMNM) file documents about the First Amendment with the SEC?

Yes; a copy of the First Amendment and summary will be included in a Form 8-K filed with the SEC.