[8-K] Orchid Island Capital, Inc. Reports Material Event

Rhea-AI Filing Summary

Orchid Island Capital established an at-the-market equity program, enabling the company to offer and sell up to $500,000,000 of common stock under an Equity Distribution Agreement with J.P. Morgan Securities LLC, BTIG, LLC, Citizens JMP Securities, LLC, and JonesTrading Institutional Services LLC.

Sales may be made on the NYSE, to or through market makers, or in negotiated transactions (including block trades). The company may suspend solicitations and offers at any time, and the sales agents are entitled to compensation of up to 2.0% of gross proceeds. The shares will be issued under the company’s Form S-3ASR automatic shelf, with a prospectus supplement dated October 27, 2025.

Insights

Capital markets banker

Routine ATM program; flexible issuance capacity without defined timing or amounts.

Orchid Island Capital put in place an at-the-market facility for up to $500,000,000 of common stock. The Equity Distribution Agreement permits sales on the NYSE, through market makers, or via negotiated block trades, aligning with Rule 415 mechanics.

Agent compensation is capped at 2.0% of gross proceeds, which is standard for ATMs. The company can suspend solicitations and offers at any time, so actual issuance depends on future decisions and market conditions disclosed in subsequent updates.

The shares are registered on an automatic shelf (Form S-3ASR) with a prospectus supplement dated October 27, 2025, allowing incremental usage over time rather than a single transaction.

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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): October 27, 2025

Orchid Island Capital, Inc.

(Exact name of registrant as specified in its 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 8.01. Other Events.

ATM Program

On October 27, 2025, Orchid Island Capital, Inc. (the “Company”) and Bimini Advisors, LLC (“Bimini”) entered into an equity distribution agreement (the “Equity Distribution Agreement”) with J.P. Morgan Securities LLC, BTIG, LLC, Citizens JMP Securities, LLC and JonesTrading Institutional Services LLC (collectively, the “Sales Agents”), pursuant to which the Company may offer and sell, from time to time, up to an aggregate amount of $500,000,000 of shares of the Company’s common stock, par value $0.01 per share (the “Shares”).

Pursuant to the Equity Distribution Agreement, the Shares may be offered and sold through the Sales Agents in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange or in negotiated transactions (which may include block trades). Under the Equity Distribution Agreement, the Sales Agents will be entitled to compensation of up to 2.0% of the gross proceeds from the sale of the Shares sold through the Sales Agents. The Company has no obligation to sell any of the Shares under the Equity Distribution Agreement and may at any time suspend solicitations and offers under the Equity Distribution Agreement.

The Shares will be issued pursuant to the Company’s Registration Statement on Form S-3ASR (File No. 333-291086). The Company has filed a prospectus supplement, dated October 27, 2025, to the prospectus, dated October 27, 2025, with the Securities and Exchange Commission in connection with the offer and sale of the Shares from time to time in the future. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

The Sales Agents and their affiliates have provided, and may in the future provide, investment banking, brokerage and other services to the Company in the ordinary course of business, and the Company paid, and expects to pay, customary fees and commissions for their services, respectively.

The foregoing description of the Equity Distribution Agreement is not complete and is qualified in its entirety by reference to the entire Equity Distribution Agreement, a copy of which is attached hereto as Exhibit 1.1, and incorporated herein by reference.

In connection with the filing of the prospectus supplement, dated October 27, 2025, the Company is filing as Exhibit 5.1 hereto the opinion of its counsel, Vinson & Elkins L.L.P., with respect to the legality of the Shares.

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 offer and sale of Shares under the Equity Distribution Agreement. 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, 2024. 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.

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Item 9.01. Financial Statements and Exhibits

(d)       Exhibits

Exhibit No.		Description
1.1		Equity Distribution Agreement, dated October 27, 2025, by and among the Company, Bimini Advisors, LLC, J.P. Morgan Securities LLC, BTIG, LLC, Citizens JMP Securities, LLC and JonesTrading Institutional Services LLC
5.1		Opinion of Vinson & Elkins L.L.P., dated October 27, 2025, with respect to the legality of the Shares
23.1		Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRLdocument)

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SIGNATURE

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: October 27, 2025

	ORCHID ISLAND CAPITAL, INC.
	By:	/s/ Robert E. Cauley
	Name:	Robert E. Cauley
	Title:	Chairman and Chief Executive Officer

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FAQ

What did ORC announce in this 8-K?

ORC established an at-the-market equity program to offer and sell up to $500,000,000 of common stock through designated sales agents.

How will Orchid Island Capital’s ATM sales be executed?

Sales may occur on the NYSE, to or through market makers, or in negotiated transactions, including block trades.

Who are the sales agents for ORC’s ATM program?

The agents are J.P. Morgan Securities LLC, BTIG, LLC, Citizens JMP Securities, LLC, and JonesTrading Institutional Services LLC.

What are the fees payable to the sales agents?

The sales agents are entitled to compensation of up to 2.0% of the gross proceeds from shares sold through them.

Under what registration is ORC issuing these shares?

Shares will be issued under ORC’s Form S-3ASR automatic shelf, with a prospectus supplement dated October 27, 2025.

Can ORC suspend the ATM program?

Yes. The company may suspend solicitations and offers under the Equity Distribution Agreement at any time.