Orchid Island Capital CEO reports share vesting

Orchid Island Capital CEO Robert E. Cauley reported vesting-related share activity.

Rhea-AI Filing Summary

Orchid Island Capital CEO Robert E. Cauley reported vesting-related share activity. Performance Units vested into 3,694 shares of common stock from awards granted in 2023 and 2024. Separately, 742 shares were surrendered to the company for tax withholding at $6.99 per share. After these events, he directly holds 144,554 common shares.

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.

Insider Trade Summary

3,694.18 shares exercised/converted

Exercise 3 txns

Insider Cauley Robert E

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Performance Units	3,694.18	$0.00	$0.00
Exercise	Common Stock	3,694	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	742	$6.99	$5K

Holdings After Transaction: Performance Units — 16,186.92 contracts (Direct); Common Stock — 144,554 shares (Direct)

Footnotes (3)

1. F1. 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. F2. 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. F3. This price represents the closing price of the Issuer's common stock on September 25, 2025.

Key Figures

Shares vested from Performance Units: 3,694 shares Shares surrendered for taxes: 742 shares Tax withholding price: $6.99 per share +2 more

5 metrics

Shares vested from Performance Units 3,694 shares Common stock issued upon vesting of Performance Units on September 26, 2025

Shares surrendered for taxes 742 shares Common stock disposed to issuer to satisfy tax withholding obligations

Tax withholding price $6.99 per share Closing price of common stock on September 25, 2025 used for tax withholding

Post-transaction common share holding 144,554 shares Direct common stock holdings of Robert E. Cauley after the reported transactions

Performance Units after transaction 16,186.92 units Performance Units position following the derivative exercise on September 26, 2025

Key Terms

Performance Units, Equity Incentive Plan, Long Term Equity Incentive Compensation Plan, tax withholding obligations

4 terms

Performance Units financial

"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 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 2022 Long Term Equity Incentive Compensation Plan"

tax withholding obligations financial

"disposed of these shares of common stock to satisfy the Reporting Person's tax withholding obligations"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did ORC CEO Robert E. Cauley report in this insider filing?

Robert E. Cauley reported vesting of Performance Units that delivered 3,694 Orchid Island Capital common shares, along with a related tax-withholding share disposition. These transactions reflect equity awards under the company’s incentive plans rather than an open-market purchase or sale.

How many Orchid Island Capital (ORC) shares vested for the CEO?

3,694 shares of common stock vested for CEO Robert E. Cauley, arising from Performance Units awarded in April 2023 and March 2024 under the 2021 Equity Incentive Plan and subsequent Long Term Equity Incentive Compensation Plans.

How many ORC shares were used for tax withholding and at what price?

742 shares were surrendered for tax withholding to Orchid Island Capital at $6.99 per share, which represents the closing price of the company’s common stock on September 25, 2025, as stated in the filing footnotes.

What is Robert E. Cauley’s ORC common stock holding after these transactions?

Robert E. Cauley directly holds 144,554 common shares of Orchid Island Capital after the reported vesting and tax-withholding transactions, according to the post-transaction holdings information included with the filing.

Which equity plans were involved in the ORC CEO’s Performance Units vesting?

The vesting involved Orchid Island Capital’s equity incentive plans, specifically the 2021 Equity Incentive Plan and the 2022 and 2023 Long Term Equity Incentive Compensation Plans, under which the Performance Units that produced 3,694 vested shares were originally granted.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/30/2025 - 04:35 PM Learn about SEC filing dates

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
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).

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.
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