BIMINI CAPITAL MANAGEMENT, INC. (BMNM) SEC Filings, Dec 2025-Apr 2026

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.

Bimini Capital Management reported a strong turnaround for 2025 and announced a new share repurchase plan. Net income was $5.8 million, or $0.58 per share, for the year ended December 31, 2025, compared with a prior-year loss. Fourth-quarter net income was $3.4 million. Advisory services revenue rose to $16.6 million from $12.8 million, driven largely by managing Orchid Island Capital’s portfolio. Book value per share increased to $1.26 at December 31, 2025, with stockholders’ equity of $12.6 million and 10,005,457 Class A shares outstanding.

The mortgage-backed securities portfolio declined from $122.3 million to $88.9 million, while repurchase agreements fell to $85.3 million. The portfolio’s effective duration shortened, reducing interest-rate sensitivity. The Board authorized a Rule 10b5-1 plan to repurchase up to $2.5 million of Class A Common Stock over 24 months, funded from available cash. Bimini also highlighted its pending acquisition of 80% of Tom Johnson Investment Management, which had about $1.6 billion of assets under management, to expand and diversify its advisory business.

Bimini Capital Management, Inc., through its indirect wholly owned subsidiary Bimini Advisors Holdings, LLC, agreed to acquire eighty percent of the fully diluted equity interests of Tom Johnson Investment Management, LLC (TJIM), a registered investment adviser. The remaining twenty percent equity interest will be retained by the Richard Parry Living Trust, with a contractual mechanism allowing Bimini’s subsidiary, beginning on the third anniversary of closing, to require the trust to sell this retained interest using the same pricing formula. Completion of the transaction depends on customary conditions, including financial, legal and regulatory due diligence and obtaining required consents, including from TJIM’s existing clients. The company also issued a press release announcing the agreement.

Bimini Capital Management, Inc. director Frank E. Jaumot filed an amended beneficial ownership report for the company’s Class A Common Stock. The amendment states that on December 19, 2025, he sold 534,495 shares of common stock at $1.55 per share.

Following this sale, Jaumot now beneficially owns 36,027 shares of Bimini Capital Class A Common Stock, representing approximately 0.3% of the company’s outstanding Class A shares. The filing also notes that this Amendment No. 2 is being made solely to correct the date of Amendment No. 1 and that Jaumot has not engaged in any other transactions in the issuer’s securities during the last 60 days.

Bimini Capital Management director reports 14.8% ownership stake. Director Robert J. Dwyer filed an amended ownership report showing he beneficially owns 1,476,339 shares of Bimini Capital Management, Inc. Class A common stock, representing approximately 14.8% of the outstanding class. He has sole voting and dispositive power over all of these shares.

Dwyer acquired all shares using personal funds or as compensation for serving as a director. On December 19, 2025, he purchased 100,000 shares of common stock at $1.55 per share. He states the holdings are for investment purposes and indicates he may buy additional shares for cash or as director fees, or sell shares in the future, but currently has no plans related to major corporate actions such as mergers, changes in control, or significant restructurings.

Bimini Capital Management, Inc. insider G. Hunter Haas IV has updated his beneficial ownership in the company’s Class A common stock. He now beneficially owns 1,491,517 shares, representing approximately 14.9% of the outstanding Class A common stock, and holds sole voting and dispositive power over these shares.

Haas, who serves as President, Chief Investment Officer, Chief Financial Officer and Treasurer of Bimini Capital Management, acquired the shares using personal funds or as compensation. On December 19, 2025, he purchased 192,247 shares at $1.55 per share. He states that the holdings are for investment purposes and that he may buy additional shares for cash or receive more equity as compensation.

The filing notes that Haas has not been involved in specified criminal or civil securities law proceedings over the past five years and that, aside from potential future equity-based compensation, he has no other contracts or arrangements concerning Bimini’s securities.