Orchid Island (ORC) Insider: Performance Units Vest, Tax Withholding Satisfies 1,133 Shares

Rhea-AI Filing Summary

Orchid Island Capital director and CFO G. Hunter Haas, IV reported transactions on 09/26/2025 reflecting the vesting of Performance Units and a related withholding sale. 3,031.72 Performance Units vested and were converted into 3,031 shares of common stock (cash paid for fractional shares). To satisfy tax withholding on the vesting, 1,133 shares were transferred back to the issuer at a closing price of $6.99 per share. After these transactions the reporting person directly beneficially owned 75,600 shares of common stock and held performance-unit-based derivative interests equal to 3,031.72 underlying shares, with 13,851.11 derivative securities reported as beneficially owned following the transactions.

Positive

• Vesting of performance units converted to equity aligns executive compensation with shareholder outcomes (3,031.72 units resulting in 3,031 shares).
• Tax withholding handled internally via transfer to issuer rather than open-market sale, avoiding potential market impact.

Negative

• Insider sold shares to satisfy tax withholding (1,133 shares), which modestly reduced direct holdings.
• No additional contextual detail on performance metric attainment levels is provided in the form.

Insights

Financial Analyst

TL;DR: Routine equity compensation vesting with tax-withholding sale; no material change to control or capital structure.

The filing discloses the vesting of 3,031.72 Performance Units converted into shares and a contemporaneous disposition of 1,133 shares to satisfy tax-withholding obligations at a price of $6.99. These are compensation-related transactions rather than open-market sales and do not indicate new issuance beyond the vesting nor a transfer to third-party purchasers. The reporting person retains 75,600 direct shares and maintains derivative holdings representing additional potential economic exposure. For investors, this is a standard insider compensation event with limited informational impact on Orchid Island Capital's capitalization.

Corporate Governance Expert

TL;DR: Standard executive equity vesting and withholding; aligns management pay with shareholder interests and follows plan mechanics.

The disclosure shows vesting under the issuer's equity incentive plans and tax withholding satisfied by delivering shares back to the issuer rather than a market sale. This method is common and consistent with plan terms referenced in the filing. The execution adheres to Section 16 reporting requirements and is signed by the reporting person. No departures from standard governance or compensation practices are evident from the filing alone.

SEC Form 4

FORM 4

UNITED 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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Haas G Hunter IV

(Last) (First) (Middle)

3305 FLAMINGO DRIVE

(Street)

VERO BEACH FL 32963

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Orchid Island Capital, Inc. [ ORC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/26/2025		M		3,031(1)	A	$0	76,733	D
Common Stock	09/26/2025		F		1,133(2)	D	$6.99(3)	75,600	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Units	(1)	09/26/2025		M			3,031.72	(1)	(1)	Common Stock	3,031.72	$0	13,851.11	D

Explanation of Responses:

1. These shares represent 1,842 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 1,189 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 September 25, 2025.

2. The Reporting Person disposed of these shares of the Company's common stock to the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of shares.

3. The price represents the closing price of the Company's common stock on September 25, 2025.

	/s/ G. Hunter Haas, IV	09/30/2025
	** Signature of Reporting Person	Date
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.

FAQ

What transactions did ORC insider G. Hunter Haas, IV report on Form 4?

The Form 4 reports the vesting of 3,031.72 Performance Units converted into 3,031 shares on 09/26/2025 and the disposition of 1,133 shares to the issuer to satisfy tax withholding.

How many shares does G. Hunter Haas, IV beneficially own after the reported transactions?

After the transactions the reporting person directly beneficially owned 75,600 shares of common stock and was reported to beneficially own 13,851.11 derivative securities following the transactions.

At what price were the withheld shares accounted for?

The price used for the withholding disposition is the closing price on 09/25/2025, reported as $6.99 per share.

Why were fractional shares handled in cash?

The filing states fractional shares were settled in cash based on the closing price on 09/25/2025, rather than issuing fractional share certificates.

Were these transactions open-market sales?

No. The disposition of 1,133 shares was to the issuer to satisfy tax-withholding obligations and not an open-market sale according to the filing.