Orchid Island Capital (ORC) CEO receives stock grants and performance units with tax shares withheld

Rhea-AI Filing Summary

Orchid Island Capital CEO Robert E. Cauley reported routine equity compensation and related tax withholding. He was granted 121,891 performance units, each representing a contingent right to one share of common stock, under the company’s 2021 and 2025 long-term incentive plans.

On the same date, he also received 121,891 unrestricted common shares, and 49,790 common shares were disposed back to the company at a value of $6.82 per share to satisfy tax withholding obligations. After these transactions, he held 219,596 shares of common stock directly.

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

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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).

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 FLORIDA 32963

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2026

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

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

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

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	03/23/2026		A		121,891(1)	A	$0	269,386	D
Common Stock	03/23/2026		F		49,790(2)	D	$6.82(3)	219,596	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	(4)	03/23/2026		A			121,891	(4)	(4)	Common Stock	121,891	$0	134,383.74	D

Explanation of Responses:

1. Unrestricted shares of the Issuer's common stock issued under the 2021 Equity Incentive Compensation Plan, including pursuant to the 2025 Long-Term Incentive Compensation Plan.

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 awarding of shares that occurred on March 23, 2026.

3. This price represents the closing price of the Issuer's common stock on March 20, 2026.

4. Performance units issued under the 2021 Equity Incentive Compensation Plan, including pursuant to the 2025 Long Term Incentive Compensation Plan. Each performance unit represents a contingent right to receive one share of the Issuer's common stock. The performance units are earned at the rate of 10% per quarter commencing with the quarter ending March 31, 2027 and concluding with the quarter ending June 30, 2029. The number of performance units actually earned by the Reporting Person is subject to adjustment based on the Issuer's achievement of certain performance goals as set forth in a performance unit award agreement by and between the Issuer and the Reporting Person.

	/s/ Robert E. Cauley	03/23/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did ORC CEO Robert E. Cauley report in this Form 4 filing?

Robert E. Cauley reported equity compensation grants and related tax withholding. He received 121,891 performance units and 121,891 unrestricted common shares, and 49,790 shares were delivered back to Orchid Island Capital to cover tax obligations tied to the award.

How many Orchid Island Capital (ORC) performance units were granted to the CEO?

He was granted 121,891 performance units. Each unit represents a contingent right to receive one share of Orchid Island Capital common stock, earned at 10% per quarter from the quarter ending March 31, 2027 through the quarter ending June 30, 2029, subject to performance goals.

How many ORC common shares does the CEO hold after these transactions?

Following the reported transactions, Robert E. Cauley directly holds 219,596 shares of Orchid Island Capital common stock. This figure reflects the new share award and the shares delivered back to the company to satisfy his tax withholding obligations on the March 23, 2026 grant.

Were any of the ORC CEO’s transactions open-market sales or purchases?

No open-market sales or purchases were reported. The Form 4 shows equity awards at no cost and a disposition of 49,790 shares back to Orchid Island Capital solely to satisfy tax withholding obligations, not as a market transaction, at a reference price of $6.82 per share.

How do the ORC performance units for the CEO vest over time?

The performance units are earned at 10% per quarter. The schedule runs from the quarter ending March 31, 2027 through the quarter ending June 30, 2029, and the actual number earned depends on Orchid Island Capital’s achievement of specified performance goals in the award agreement.

What plans governed the ORC CEO’s equity awards reported in this Form 4?

The awards were granted under Orchid Island Capital’s 2021 Equity Incentive Compensation Plan, including grants made pursuant to the 2025 Long-Term Incentive Compensation Plan. These plans govern both the unrestricted common stock and the performance units disclosed for Robert E. Cauley.