Bimini Capital adds TJIM chief to board through 2029

Bimini Capital added TJIM executive Richard Parry to its board, disclosing his material interest in Bimini’s majority acquisition of TJIM and related-party ties.

Rhea-AI Filing Summary

Bimini Capital Management, Inc. (BMNM) reported that on September 14, 2026, Richard H. Parry was appointed to its board as a Class II director, with a term expiring at the 2029 annual meeting of stockholders. Parry, 68, is President and Chief Investment Officer of Tom Johnson Investment Management, LLC (TJIM), an 80%-owned subsidiary.

The company previously acquired eighty percent of TJIM’s fully diluted equity interests on April 1, 2026 for $12,318,492 from trusts affiliated with Parry and his wife, and a trust affiliated with Parry retains an equity interest in TJIM. The filing notes Parry’s direct material interest in this transaction and that his son-in-law, Nicholas J. Pointer, is a TJIM employee with aggregate annual compensation exceeding $120,000. Parry will not receive separate board compensation and is not expected to serve on any board committee.

Filing Explained

The filing adds that Richard H. Parry entered an employment agreement with TJIM in connection with the acquisition and reports no arrangements or understandings with other persons supporting his board appointment.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Ownership interest acquired in TJIM: 80% of fully diluted equity interests TJIM Acquisition purchase price: $12,318,492 Director term end year: 2029 +3 more

6 metrics

Ownership interest acquired in TJIM 80% of fully diluted equity interests Equity interest in TJIM acquired by Bimini Capital on April 1, 2026

TJIM Acquisition purchase price $12,318,492 Consideration paid on April 1, 2026 for 80% of TJIM’s fully diluted equity interests

Director term end year 2029 Year when Richard Parry’s term as Class II director is scheduled to expire

Richard Parry age 68 years Age of Richard H. Parry at the time of his appointment as director

Son-in-law compensation threshold More than $120,000 per year Aggregate annual compensation of Nicholas J. Pointer from TJIM

TJIM Acquisition date April 1, 2026 Date Bimini Capital acquired 80% of TJIM’s fully diluted equity interests

Key Terms

Class II director, TJIM Acquisition, Item 404(a) of Regulation S-K, forward-looking statements, +1 more

5 terms

Class II director regulatory

"appointed as a Class II director of the Company"

A class II director is a member of a company’s board who belongs to one of several staggered groups of directors, each group standing for election in different years. For investors, this matters because staggered terms slow wholesale board turnover—like rotating members of a neighborhood committee—making sudden changes in control or strategy harder and affecting how quickly shareholders can influence corporate direction.

TJIM Acquisition financial

"referred to as the “TJIM Acquisition”"

Item 404(a) of Regulation S-K regulatory

"required to be disclosed pursuant to Item 404(a) of Regulation S-K"

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.

Annual Report on Form 10-K regulatory

"described in Bimini Capital Management, Inc.'s most recent Annual Report on Form 10-K"

An annual report on Form 10‑K is a required, comprehensive filing that publicly traded companies give to regulators and investors summarizing their business, results of operations, detailed financial statements reviewed by independent auditors, material risks, legal issues and management’s discussion of performance. Investors use it like a company’s year‑end report card and medical checkup: it reveals how the business made money, where it is vulnerable, and the facts needed to compare value, judge risk and make informed investment decisions.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board change did BMNM announce on September 14, 2026?

Bimini Capital Management, Inc. announced that Richard H. Parry was appointed to its board as a Class II director, with his term expiring at the 2029 annual meeting of stockholders.

What is Richard Parry’s role at Bimini Capital’s subsidiary TJIM?

Richard Parry is the President and Chief Investment Officer of Tom Johnson Investment Management, LLC (TJIM), which is an 80%-owned subsidiary of Bimini Capital Management, Inc.

What are the key terms of Bimini Capital’s TJIM acquisition mentioned in the 8-K?

Bimini Capital acquired 80% of the fully diluted equity interests of TJIM on April 1, 2026 for a purchase price of $12,318,492, buying those interests from trusts affiliated with Richard Parry and his wife.

How is Richard Parry’s interest in the TJIM Acquisition described for BMNM investors?

The filing states that Richard Parry has a direct material interest in the TJIM Acquisition, and that a trust affiliated with him retains an equity interest in TJIM following Bimini Capital’s purchase of 80% of TJIM.

Will Richard Parry receive additional compensation for serving on BMNM’s board?

As an employee of the company, Richard Parry will not be separately compensated for his service as a director. He may be reimbursed for certain out-of-pocket expenses related to conferences and educational seminars connected to his board service.

What related-party employment does BMNM disclose involving Richard Parry’s family?

The company discloses that Nicholas J. Pointer, Richard Parry’s son-in-law, is employed by TJIM as Vice President, Portfolio Manager and Trader, and that his aggregate annual compensation exceeds $120,000, determined in the ordinary course.

Is Richard Parry expected to serve on any BMNM board committees?

No. The filing states that Richard Parry is not expected to serve on a committee of the board at this time, though he will serve as a Class II director through the 2029 annual meeting of stockholders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/14/2026 - 04:24 PM Accepted by SEC EDGAR 09/14/2026 - 04:23 PM Learn about SEC filing dates

false 0001275477 0001275477 2026-09-14 2026-09-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):  September 14, 2026

Bimini Capital Management, Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-32171	72-1571637
(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: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 14, 2026, Richard H. Parry was appointed as a Class II director of the Company with a term expiring at the annual meeting of stockholders in 2029.

Mr. Parry, 68, is currently the President and Chief Investment Officer of Tom Johnson Investment Management, LLC (“TJIM”), an 80%-owned subsidiary of the Company. He has held this position since 2003. He began his investment career in 1981, working with other TJIM principals in the Trust Investments department of First National Bank and Trust Company, which later became First Investment Management Corporation, a subsidiary of First Interstate Bank of Oklahoma City. He received his Bachelor of Science Degree in Business from the University of Colorado with an emphasis in international business and his MBA from Oklahoma City University. He is a CFA® charterholder, past adjunct Professor for Oklahoma City University, and past President of the Oklahoma Society of Financial Analysts. Currently, he serves on the Board of Directors of the Oklahoma Medical Research Foundation and was previously a board member of Oklahoma City University, Dean McGee Eye Institute Foundation, Economic Club of Oklahoma, and Rotary Club 29 Foundation.

There are no arrangements or understandings between Mr. Parry and any other persons pursuant to which Mr. Parry was appointed to the Board. Mr. Parry has a direct material interest in the Company’s April 1, 2026 acquisition of eighty percent (80%) of the fully diluted equity interests of TJIM (the “TJIM Acquisition”), for a purchase price of $12,318,492, from trusts affiliated with Mr. Parry and his wife. A trust affiliated with Mr. Parry retains an equity interest in TJIM. Mr. Parry entered into an employment agreement with TJIM in connection with the TJIM Acquisition. Additional information regarding the TJIM Acquisition can be found in the Company’s Current Report on Form 8-K/A filed with the Securities and Exchange Commission on April 2, 2026.

In addition, Nicholas J. Pointer, the son-in-law of Mr. Parry, is employed as Vice President, Portfolio Manager and Trader of TJIM. Mr. Pointer’s aggregate annual compensation from TJIM exceeds $120,000. Mr. Pointer’s compensation is determined in the ordinary course consistent with standard practices for similarly situated employees. Other than as described in this Current Report on Form 8-K, there are no transactions since the beginning of the Company’s last fiscal year, or currently proposed transactions, in which the Company was or is to be a participant and in which Mr. Parry had or will have a direct or indirect material interest that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

As an employee of the Company, Mr. Parry will not be separately compensated for his service as director; however, he may be reimbursed for out-of-pocket expenses incurred in attending conferences or educational seminars that relate to his Board service, consistent with the Company’s practice. Mr. Parry is not expected to serve on a committee of the Board at this time.

On September 14, 2026, the Company issued the press release attached hereto as Exhibit 99.1 announcing Mr. Parry’s appointment. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or deemed incorporated by reference in any disclosure document of the Company, except as shall be expressly set forth by specific reference in such document.

ITEM 9.01.   EXHIBITS.

(d)         Exhibits

Exhibit 99.1 ― Press Release dated September 14, 2026

Exhibit 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: September 14, 2026		BIMINI CAPITAL MANAGEMENT, INC.
	By:	/s/ Robert E. Cauley
		Robert E. Cauley
		Chairman and Chief Executive Officer

Exhibit 99.1

RICHARD PARRY JOINS BOARD OF DIRECTORS OF BIMINI CAPITAL MANAGEMENT

VERO BEACH, Fla., (September 14, 2026) – Bimini Capital Management, Inc. (OTCQX: BMNM), (“Bimini Capital,” “Bimini,” or the “Company”), today announced that Richard Parry has joined the board of directors as a Class II director with his term expiring in 2029.  Mr. Parry is currently the President and Chief Investment Officer of Tom Johnson Investment Management, LLC (“TJIM”), an 80%-owned subsidiary of the Company acquired earlier this year. A trust affiliated with Mr. Parry retains an equity interest in TJIM. Mr. Parry entered into an employment agreement with TJIM in connection with the TJIM Acquisition.

Commenting on the appointment, Robert E. Cauley, Chairman and Chief Executive Officer of the Company, stated “We are very happy that Richard has joined our board.  TJIM was a very important acquisition for the Company, and his presence on the board demonstrates our commitment to growing and diversifying our asset management endeavors.”

As an employee of the Company, Mr. Parry will not be separately compensated for his service as director; however, he may be reimbursed for out-of-pocket expenses incurred in attending conferences or educational seminars that relate to his Board service, consistent with the Company’s practice. Mr. Parry is not expected to serve on a committee of the Board at this time.

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. 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 Securities and Exchange Commission, including Bimini Capital Management, Inc.'s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. 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, except as may be required by applicable law.

CONTACT:

Bimini Capital Management, Inc.

Robert E. Cauley, 772-231-1400

Chairman and Chief Executive Officer

https://ir.biminicapital.com

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 6.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 10.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 13.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.1 KB