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Orchid Island Capital (ORC) CEO converts 3,694 Performance Units into common shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Orchid Island Capital CEO Robert E. Cauley exercised performance-based equity awards into 3,694 shares of common stock, stemming from Performance Units granted in 2023 and 2024. Following these vestings, he directly holds 226,984 common shares and 126,995.38 Performance Units, reflecting routine compensation-related equity activity.

Positive

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Insider Cauley Robert E
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Performance Units 3,694.18 $0.00 --
Exercise Common Stock 3,694 $0.00 --
Holdings After Transaction: Performance Units — 126,995.38 shares (Direct, null); Common Stock — 226,984 shares (Direct, null)
Footnotes (1)
  1. [object Object]
Shares issued from Performance Units 3,694 shares Common stock issued upon vesting of Performance Units
Common shares after transaction 226,984 shares Direct holdings of Robert E. Cauley after vesting
Performance Units remaining 126,995.38 units Performance Units directly held after reported transactions
2023 vesting component 2,418 shares Shares issued from Performance Units awarded April 13, 2023
2024 vesting component 1,276 shares Shares issued from Performance Units awarded March 19, 2024
Exercise/conversion transactions 2 transactions Both coded M as derivative exercises/conversions on common stock and Performance Units
Performance Units financial
"These shares represent 2,418 shares of the Company's common stock issued upon the vesting of Performance Units awarded to the Reporting Person..."
Performance units are company awards that become valuable only if specified business targets are met; they typically convert into shares or cash when performance goals are achieved. Think of them like a conditional bonus that turns into stock only if the company hits agreed milestones, so they align managers’ incentives with shareholders’ interests and can affect future share count, executive pay expense, and investor returns.
Equity Incentive Plan financial
"...awarded to the Reporting Person on April 13, 2023 pursuant to the Issuer's 2021 Equity Incentive Plan..."
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
Long Term Equity Incentive Compensation Plan financial
"...pursuant to the Issuer's 2021 Equity Incentive Plan and 2022 Long Term Equity Incentive Compensation Plan..."
derivative security financial
"transaction_code_description: "Exercise or conversion of derivative security""
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
fractional shares financial
"Cash was paid in lieu of issuing fractional shares based on the closing price..."
Fractional shares are portions of a whole share of a stock or fund, allowing investors to own less than one full unit. They make it possible to invest a specific dollar amount rather than buy whole shares, like buying a slice of a pizza instead of the entire pie. For investors this lowers the cost barrier, helps with diversification, and lets you reinvest dividends or purchase expensive stocks in small, precise amounts.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Cauley Robert E
(Last)(First)(Middle)
3305 FLAMINGO DRIVE
(Street)
VERO BEACH FLORIDA 32963
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Orchid Island Capital, Inc. [ ORC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/26/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock06/26/2026M3,694(1)A$0226,984D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Units(1)06/26/2026M3,694.18 (1) (1)Common Stock3,694.18$0126,995.38D
Explanation of Responses:
1. These shares represent 2,418 shares of the Company's common stock issued upon the vesting of Performance Units awarded to the Reporting Person on April 13, 2023 pursuant to the Issuer's 2021 Equity Incentive Plan and 2022 Long Term Equity Incentive Compensation Plan, and 1,276 shares of the Company's common stock issued upon the vesting of Performance Units awarded to the Reporting Person on March 19, 2024 pursuant to the Issuer's 2021 Equity Incentive Plan and 2023 Long Term Equity Incentive Compensation Plan. Cash was paid in lieu of issuing fractional shares based on the closing price of the Company's common stock on June 25, 2026.
/s/ Robert E. Cauley06/29/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Orchid Island Capital (ORC) report for Robert E. Cauley?

Orchid Island Capital reported that CEO Robert E. Cauley acquired 3,694 shares of common stock through the vesting and exercise of Performance Units. These awards were granted under the company’s equity incentive plans in 2023 and 2024, reflecting routine compensation-related equity vesting.

How many Orchid Island Capital (ORC) shares does the CEO hold after this Form 4?

After the reported transactions, CEO Robert E. Cauley directly holds 226,984 shares of Orchid Island Capital common stock. This figure reflects his updated direct ownership position following the conversion of Performance Units into shares under the company’s equity incentive plans.

What are Performance Units in the Orchid Island Capital (ORC) Form 4 filing?

In this filing, Performance Units are derivative equity awards that convert into common stock upon vesting. Cauley’s units vested into 3,694 shares, with additional Performance Units remaining outstanding, providing ongoing performance-based equity compensation under the company’s long-term incentive plans.

How many Performance Units remain for the Orchid Island Capital (ORC) CEO?

Following the vesting and conversion reported, Robert E. Cauley holds 126,995.38 Performance Units. These units represent additional performance-based equity awards that may convert into common stock in the future, aligning his compensation with longer-term company performance outcomes.

What grants led to the 3,694 Orchid Island Capital (ORC) shares issued?

The 3,694 common shares issued came from vesting of Performance Units granted on April 13, 2023 and March 19, 2024. Specifically, 2,418 shares resulted from the 2023 award and 1,276 shares from the 2024 award under Orchid Island Capital equity incentive plans.

Was any cash involved in the Orchid Island Capital (ORC) CEO’s equity vesting?

Cash was paid only in lieu of issuing fractional shares that would have resulted from the Performance Unit vesting. The cash amount was based on the closing price of Orchid Island Capital’s common stock on June 25, 2026, rather than a traditional open-market stock purchase or sale.