Orchid Island CEO exercises units, surrenders shares for tax

Orchid Island Capital, Inc. reports that Chief Executive Officer Robert E. Cauley exercised 3,694.18 Performance Units into common stock on December 26, 2025, following awards granted in 2023 and 2024 under the company’s equity incentive plans.

Rhea-AI Filing Summary

Orchid Island Capital, Inc. reports that Chief Executive Officer Robert E. Cauley exercised 3,694.18 Performance Units into common stock on December 26, 2025, following awards granted in 2023 and 2024 under the company’s equity incentive plans. In connection with this vesting, 753 common shares were delivered back to the issuer at $7.35 per share to satisfy tax-withholding obligations, a price equal to the December 24, 2025 closing price. After these transactions, Cauley directly holds 147,495 shares of Orchid Island common stock.

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	753	$7.35	$6K

Holdings After Transaction: Performance Units — 12,492.74 contracts (Direct); Common Stock — 147,495 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 December 24, 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 December 24, 2025.

Key Figures

Performance Units exercised: 3,694.18 units Common shares issued from vesting: 3,694 shares Shares surrendered for taxes: 753 shares +3 more

6 metrics

Performance Units exercised 3,694.18 units Derivative exercise into common stock on December 26, 2025

Common shares issued from vesting 3,694 shares Shares of common stock issued upon vesting of Performance Units

Shares surrendered for taxes 753 shares Common stock delivered to issuer to satisfy tax withholding obligations

Tax-withholding share price $7.35 per share Closing price of common stock on December 24, 2025 used for tax withholding

Post-transaction common holdings 147,495 shares Direct common stock position held by Robert E. Cauley after reported transactions

Transaction date 2025-12-26 Date of Performance Unit exercise and related tax-withholding disposition

Key Terms

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

4 terms

Performance Units financial

"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

"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

"to satisfy the Reporting Person's tax withholding obligations in connection with the vesting"

FAQ

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

What insider activity did Orchid Island Capital (ORC) report for its CEO?

CEO Robert E. Cauley exercised 3,694.18 Performance Units into common stock and surrendered 753 shares at $7.35 per share to cover tax withholding, leaving him with 147,495 common shares held directly.

How many Orchid Island Capital (ORC) shares does CEO Robert E. Cauley now hold?

Following the reported transactions, Robert E. Cauley directly holds 147,495 shares of Orchid Island Capital common stock, as reflected in the post-transaction holdings summary attached to this Form 4 filing.

What was the tax-withholding transaction reported in Orchid Island Capital (ORC) Form 4?

The filing shows a disposition of 753 common shares back to Orchid Island Capital at $7.35 per share to satisfy Cauley’s tax withholding obligations related to the vesting of shares from Performance Units.

When did the Orchid Island Capital (ORC) CEO’s Performance Units vest and convert?

The Form 4 records an exercise of 3,694.18 Performance Units into common stock on December 26, 2025, tied to awards granted in April 2023 and March 2024 under Orchid Island’s equity incentive plans.

What price was used for Orchid Island Capital (ORC) tax-withholding shares?

The surrendered 753 shares used to cover tax withholding were valued at $7.35 per share, which the notes specify as the closing price of Orchid Island common stock on December 24, 2025.

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

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Accepted by SEC EDGAR 12/29/2025 - 08:12 AM 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).

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)
12/26/2025

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	12/26/2025		M		3,694(1)	A	$0	148,248	D
Common Stock	12/26/2025		F		753(2)	D	$7.35(3)	147,495	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)	12/26/2025		M			3,694.18	(1)	(1)	Common Stock	3,694.18	$0	12,492.74	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 December 24, 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 December 24, 2025.

	/s/ Robert E. Cauley	12/29/2025
	** 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).
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