Orchid Island Capital Insider Filing: CFO Adds Shares Through Vesting

Rhea-AI Filing Summary

Orchid Island Capital, Inc. (ORC) – Form 4 insider transaction dated 06/26/2025

Chief Financial Officer and Director G. Hunter Haas IV reported the vesting and settlement of previously granted Performance Units under the company’s 2021–2023 Long-Term Equity Incentive Plans.

• Shares acquired: 3,755 common shares were issued at a conversion price of $0 following the vesting of three separate Performance Unit awards (original grant dates: 03/28/2022, 04/13/2023 and 03/19/2024).
• Shares withheld for taxes: 1,403 shares were automatically surrendered to the issuer at the 06/25/2025 closing price of $7.01 to satisfy statutory withholding.

After the transactions, Haas directly owns 73,702 ORC common shares (an increase of 2,352 shares, or +3.3% versus pre-transaction holdings) and retains 16,882.83 unexercised Performance Units.

The activity reflects routine equity-award vesting rather than open-market buying; nonetheless, the net increase slightly aligns executive incentives with shareholders. No cash proceeds were received by the insider other than the shares withheld for tax settlement. There are no indications of option exercises, open-market sales, or material changes to corporate strategy within this filing.

Positive

• Net increase of 2,352 common shares in CFO’s direct holdings, modestly strengthening insider ownership alignment with shareholders.

Negative

• 1,403 shares disposed (withheld) for tax purposes, representing a small dilution of the gross award and no direct cash purchase by the insider.

Insights

Securities Analyst

TL;DR: Routine vesting raises CFO’s direct stake by ~2.3k shares; market impact neutral.

The Form 4 shows performance-based equity converting into common stock, with a portion withheld for taxes. Because the shares were not purchased on the open market, the signal value is muted. Still, net ownership rose to 73.7k shares, modestly increasing management’s alignment with shareholders. The absolute dollar value (~$26k at $7.01) is immaterial to ORC’s ~$600 m market cap. No red flags such as discretionary sales or option cash-outs appear. I classify the disclosure as non-impactful for valuation or near-term trading.

Corporate Governance Expert

TL;DR: Standard equity-plan settlement; governance practices appear compliant.

The filing follows SEC Rule 16a, documenting equity-plan vesting and tax withholding. The multi-year incentive plans indicate structured, performance-linked awards, aligning with good governance norms. Automatic share withholding avoids insider-initiated open-market sales, reducing potential perception of opportunistic selling. No evidence of Rule 10b5-1 trades or improper timing exists. Overall, the event is routine and governance-neutral.

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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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^*

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)
06/26/2025

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	06/26/2025		M		3,755(1)	A	$0	75,105	D
Common Stock	06/26/2025		F		1,403(2)	D	$7.01(3)	73,702	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)	06/26/2025		M			3,755.73	(1)	(1)	Common Stock	3,755.73	$0	16,882.83	D

Explanation of Responses:

1. These shares represent 724 shares of the Company's common stock issued upon the vesting of Performance Units awarded to the Reporting Person on March 28, 2022 pursuant to the Issuer's 2021 Equity Incentive Plan and 2021 Long Term Equity Incentive Compensation Plan, 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 June 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 June 25, 2025.

	/s/ G. Hunter Haas, IV	06/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many ORC shares did CFO G. Hunter Haas IV acquire on 06/26/2025?

He received 3,755 shares via the vesting of Performance Units.

Why were 1,403 ORC shares disposed of by the insider?

The shares were surrendered to cover tax withholding obligations related to the vesting event.

What is the insider’s total direct ownership after the transaction?

G. Hunter Haas IV now directly owns 73,702 ORC common shares.

Did the insider pay cash to acquire the new shares?

No. The shares were issued at a $0 exercise price upon performance-unit vesting.

Are there any unexercised derivative securities remaining?

Yes, the insider still holds 16,882.83 Performance Units eligible for future conversion.