Orchid Island Capital CEO Increases Stake via Performance Unit Vesting

Rhea-AI Filing Summary

Orchid Island Capital, Inc. (ORC) – Form 4 filing dated 26 June 2025

Chief Executive Officer and Director Robert E. Cauley reported routine equity-compensation activity. A total of 4,644 common shares were issued upon vesting of performance units granted in 2022-2024 under the company’s equity incentive plans (transaction code M). To satisfy related tax-withholding obligations, 993 shares were automatically surrendered to the issuer at the 25 June 2025 closing price of $7.01 (transaction code F). Net of withholding, Cauley’s direct ownership increased by 3,651 shares to 141,602 shares.

The derivative table shows the exercise of 4,644.26 performance units, leaving 19,881.1 performance units outstanding. No open-market purchases or sales occurred, and cash was only used to settle fractional shares. The filing does not disclose any changes to company fundamentals or strategic plans.

Insights

Insider-Transactions Analyst

TL;DR: Routine vesting; CEO net +3,651 shares; no market sale—minimal strategic signal.

The Form 4 reflects standard equity-award vesting under ORC’s long-term incentive plans. Although the CEO’s direct stake grows by roughly 2.6%, the acquisition stems from plan mechanics rather than discretionary buying. The automatic share surrender for taxes (code F) is neutral and avoids open-market pressure. With fewer than 1 million average daily shares traded, the 993-share withholding is immaterial. Investors should view the filing as administrative, not indicative of management’s outlook.

Portfolio Manager

TL;DR: Administrative equity vest; negligible portfolio impact; no change to investment thesis.

Comp-plan conversions add a modest 3,651 shares to insider ownership—insufficient to influence float or signal conviction. The absence of open-market buying or selling keeps sentiment neutral. Given ORC’s REIT structure and dividend-driven valuation, the event does not affect cash flow, leverage, or dividend safety, and therefore is not impactful for position sizing decisions.

Insider Trade Summary

4,644.26 shares exercised/converted

Mixed 3 txns

Insider Cauley Robert E

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Performance Units	4,644.26	$0.00	--
Exercise	Common Stock	4,644	$0.00	--
Tax Withholding	Common Stock	993	$7.01	$7K

Holdings After Transaction: Performance Units — 19,881.1 shares (Direct); Common Stock — 142,595 shares (Direct)

Footnotes (1)

1. These shares represent 950 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, 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, 2025. 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. This price represents the closing price of the Issuer's common stock on June 25, 2025.

Form 4 Insider Transactions: What Each Field Means →

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).

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 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)
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		4,644(1)	A	$0	142,595	D
Common Stock	06/26/2025		F		993(2)	D	$7.01(3)	141,602	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			4,644.26	(1)	(1)	Common Stock	4,644.26	$0	19,881.1	D

Explanation of Responses:

1. These shares represent 950 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, 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, 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 June 25, 2025.

	/s/ Robert E. Cauley	06/26/2025
	** 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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FAQ

How many ORC shares did CEO Robert E. Cauley acquire on 26 June 2025?

4,644 shares were issued upon vesting of performance units.

Why were 993 ORC shares disposed of by the CEO?

They were withheld by the issuer to cover tax-withholding obligations tied to the vesting event.

What was the reference price used for the tax-withholding shares?

The shares were valued at the $7.01 closing price on 25 June 2025.

Did the CEO make any open-market purchases or sales of ORC stock?

No, all transactions were plan-related; there were no open-market trades.

How many ORC shares does the CEO own after the transactions?

141,602 common shares are held directly following the reported activity.