false
0001518621
0001518621
2025-10-27
2025-10-27
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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. ¨
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.
| 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) |
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 |
