Orchid Island CEO receives vested shares; withholding sale of 742 shares at $6.99

Rhea-AI Filing Summary

Orchid Island Capital director and CEO Robert E. Cauley reported equity activity on 09/26/2025. 3,694 shares were added to his holdings through the vesting of performance units granted in 2023 and 2024, issued at no cash price; fractional shares were cashed out based on the 09/25/2025 closing price. To satisfy tax withholding obligations, Mr. Cauley transferred 742 shares back to the company at a reported price of $6.99 per share. After these transactions, he beneficially owns 145,296 common shares and holds 16,186.92 shares underlying remaining performance units.

Positive

• 3,694 shares were issued upon vesting of performance units, increasing the reporting person's direct ownership to 145,296 shares
• Vesting occurred under the Company's 2021 Equity Incentive Plan and subsequent long-term plans, indicating compensation alignment with long-term performance

Negative

• The reporting person surrendered 742 shares to the issuer to satisfy tax withholding obligations, reducing net new shares retained
• The withholding sale occurred at a closing price of $6.99, reflecting the market price used for tax settlement

Insights

Financial Analyst

TL;DR: Insider received vested performance shares and sold a small block to cover taxes; overall beneficial ownership increased modestly.

The filing shows routine equity compensation settlement: 3,694 shares issued upon vesting of performance units and 742 shares surrendered to the issuer to satisfy withholding. The vesting reflects prior long-term incentive awards rather than a market purchase, and the cash-in-lieu of fractional shares used the 09/25/2025 closing price. Net effect is a modest increase in direct holdings to 145,296 shares, with 16,186.92 shares represented by outstanding performance units; this is a standard governance outcome with limited immediate market impact.

Corporate Governance Expert

TL;DR: Transaction is standard compensation vesting and tax withholding; it aligns executive and shareholder interests without signaling unusual activity.

The report documents performance-unit vesting under the issuer's equity plans and routine surrender of shares for tax obligations. The use of cash for fractional shares and share-for-tax withholding are common administrative actions. There is no indication of an open-market sale beyond the shares returned for withholding, and no amendment or corrective detail altering prior disclosures. For governance, this reinforces executive alignment via equity-based incentives.

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).

1. Name and Address of Reporting Person^*

Cauley Robert E

(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 Executive 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		3,694(1)	A	$0	145,296	D
Common Stock	09/26/2025		F		742(2)	D	$6.99(3)	144,554	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			3,694.18	(1)	(1)	Common Stock	3,694.18	$0	16,186.92	D

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 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. This price represents the closing price of the Issuer's common stock on September 25, 2025.

	/s/ Robert E. Cauley	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 insider activity did ORC report on 09/26/2025?

Robert E. Cauley had 3,694 shares issued upon vesting of performance units and surrendered 742 shares to the issuer for tax withholding.

How many ORC shares does the reporting person own after the transactions?

After the reported transactions, the reporting person beneficially owns 145,296 common shares.

What price was used for the withholding transaction?

The shares surrendered for tax withholding were valued at the 09/25/2025 closing price of $6.99 per share.

Do the reported transactions involve open-market purchases or company-issued shares?

The 3,694 shares were issued upon vesting of performance units (company-issued); 742 shares were transferred back to the issuer for tax withholding.

How many shares remain under performance units after this filing?

The report shows 16,186.92 shares underlying outstanding performance units following the transactions.