Welcome to our dedicated page for Bimini Capital SEC filings (Ticker: BMNM), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Bimini Capital Management filings document operating results, advisory-service transactions, governance matters and changes to security-holder rights. Form 8-K reports include quarterly financial results, completion of the company’s acquisition of an 80% interest in Tom Johnson Investment Management, and amendments to the rights agreement governing the company’s stockholder rights plan.
The company’s proxy materials cover board elections, director changes, executive compensation and annual-meeting voting matters. Its filings also describe Bimini Advisors Holdings, Bimini Advisors and the external management relationship with Orchid Island Capital, along with capital-structure disclosures and material agreements affecting the asset-management and Agency RMBS business.
Bimini Capital Management, Inc. reported the results of its annual shareholder meeting held on June 9, 2026. Stockholders voted on electing one Class II director, ratifying the independent auditor, approving an amendment to the Company’s Rights Agreement, and giving an advisory vote on 2025 executive compensation.
As of the April 16, 2026 record date, 10,034,668 shares of common stock were outstanding and entitled to vote. Robert E. Cauley was elected as a Class II director to serve until the 2029 annual meeting. Stockholders also ratified the appointment of BDO USA, P.C. as independent registered public accounting firm for the year ending December 31, 2026, approved the First Amendment to the Rights Agreement, and approved the non-binding advisory resolution on 2025 executive compensation.
Bimini Capital Management director and ten percent owner Robert J. Dwyer reported an open-market purchase of Class A Common Stock. On January 17, 2025, he bought 5,500 shares at $0.932 per share, bringing his direct holdings to 1,358,709 shares. This amended filing corrects the transaction date, which had previously been reported as January 17, 2024.
Bimini Capital Management director and 10% owner Robert J. Dwyer reported an open-market purchase of 5,000 shares of Class A common stock at $0.8799 per share. After this trade, he directly holds 1,369,209 shares. The amended Form 4 corrects the originally misreported transaction date to June 6, 2025.
Bimini Capital Management reported consolidated net income of $0.8 million for the three months ended March 31, 2026, up from $0.6 million a year earlier, or $0.08 versus $0.06 basic and diluted EPS on Class A shares. Total revenues rose to $6.5 million from $5.5 million, driven mainly by advisory services revenue from Orchid Island Capital of $5.1 million, about 79% of consolidated revenues.
The firm significantly reduced its mortgage‑backed securities portfolio, with MBS at fair value falling to $16.1 million from $88.9 million, and repurchase agreement liabilities dropping to $15.2 million from $85.3 million. Total assets declined to $58.5 million from $129.7 million as leverage was scaled back.
On April 1, 2026, Bimini acquired 80% of Tom Johnson Investment Management for about $12.3 million, adding roughly $1.6 billion of assets under management and positioning the company to operate with three reportable segments focused on asset management and a smaller investment portfolio. The board also authorized a new $2.5 million Class A share repurchase plan, under which 6,001 shares were bought after quarter‑end at an average price of $2.73 per share.
Bimini Capital Management reported stronger results for the three months ended March 31, 2026 and closed a major acquisition. Net income was about $0.8 million, or $0.08 per share, up from $0.6 million, or $0.06 per share, a year earlier.
Advisory services revenue rose to $5.1 million, a 9% increase over the prior quarter and 43% above the first quarter of 2024, largely driven by growth in stockholders’ equity at Orchid Island Capital, which Bimini manages. Book value per share increased to $1.34, with stockholders’ equity of $13.4 million and 10,005,457 Class A shares outstanding.
On April 1, 2026, Bimini completed the acquisition of 80% of Tom Johnson Investment Management, a registered investment adviser with about $1.6 billion of assets under management. To fund this, Bimini liquidated most of its Agency MBS portfolio, reducing mortgage-backed securities from $88.9 million to $16.1 million and repurchase agreements from $85.3 million to $15.2 million, while maintaining an MBS strategy with lower leverage and liquidity of about $16.5 million.
Bimini Capital Management, Inc. is asking stockholders to vote at the June 9, 2026 annual meeting on four key items: electing Chairman and CEO Robert E. Cauley as the sole Class II director through 2029, ratifying BDO USA, P.C. as independent auditor for 2026, approving the First Amendment to the Company’s Rights Agreement, and a non-binding “say‑on‑pay” approval of 2025 executive compensation.
The amended Rights Plan extends its term to December 21, 2030 and raises the purchase price to $10.20 per right, aiming to help protect approximately $245.8 million of net operating loss carryforwards by discouraging new 4.9%‑plus holders who could trigger an ownership change under Section 382. The board has four members split into three staggered classes; two (Robert J. Dwyer and Ashley B. Griffith) are deemed independent under Nasdaq standards and lead the audit, compensation, and governance committees.
In 2025, non‑employee director cash retainers totaled up to $202,500 plus committee chair fees, and BDO audit and related fees were $545,306. CEO Cauley’s 2025 total compensation was $4.97 million and President/CFO/CIO George H. Haas’s was $3.89 million, including cash and Orchid-related equity awards. As of April 16, 2026, directors and executives together beneficially owned about 45.8% of Class A common stock.
Bimini Capital Management, Inc. will hold its 2026 Annual Meeting of Stockholders on June 9, 2026 to elect one Class II director, ratify BDO USA, P.C. as auditor, approve a First Amendment to the Company’s Rights Agreement (adopted December 10, 2025) and cast a non-binding advisory vote on 2025 executive compensation. The Board set the record date as April 16, 2026. The Rights Plan Amendment extended the Rights expiration to December 21, 2030 and raised the Purchase Price to $10.20; the Company disclosed $245.8M of net operating loss carryforwards as of December 31, 2025. Proxy materials and the 2025 Annual Report are available at the Company investor site.
Bimini Capital Management, Inc., through its wholly owned subsidiary Bimini Advisors Holdings, completed the acquisition of 80% of Tom Johnson Investment Management, LLC (“TJIM”), a registered investment adviser. The purchase price was $12,318,492, equal to 2.5 times 80% of TJIM’s 2025 revenue, with $12,000,000 paid in cash at closing and the remaining $318,492 due on the first anniversary with 5% annual interest.
Richard Parry’s trust retains a 20% stake, subject to put and call rights after the third anniversary of closing, using the same pricing formula and conditioned on TJIM achieving at least a 30% EBITDA margin over the prior twelve months. TJIM has approximately $1.63 billion of assets under management, and its principal and staff entered new employment or offer agreements to support continuity and future equity participation.
Bimini Capital Management is a specialty finance company that invests in Agency mortgage-backed securities and holds Orchid Island Capital common stock, while also earning fees as Orchid’s external manager. Its strategy relies on leverage, interest rate hedging and managing prepayment and liquidity risks in the MBS market.
The company plans a strategic shift by acquiring 80% of Tom Johnson Investment Management, a registered adviser with approximately $1.6 billion of assets under management, using a significant portion of its capital. This pending deal is intended to transition Bimini toward a pure asset management model but carries execution, integration, client retention and financing risks alongside broader interest rate, funding, cybersecurity, climate and key-person risks.