Orchid Island Capital (ORC) CEO Cauley reports stock vesting and tax share sale

Rhea-AI Filing Summary

Orchid Island Capital, Inc. reported equity transactions by Chief Executive Officer and Director Robert E. Cauley on December 26, 2025. He acquired 3,694 shares of common stock at an exercise price of $0 through the vesting and settlement of performance units, increasing his directly held common stock to 148,248 shares before related tax transactions.

On the same date, 753 shares of common stock were surrendered to the company at a value of $7.35 per share to cover tax withholding arising from the vesting, leaving him with 147,495 shares of common stock held directly. The performance unit vesting reflected 2,418 shares from an award granted on April 13, 2023 and 1,276 shares from an award granted on March 19, 2024, all under the company’s equity incentive plans. Cash was paid instead of issuing fractional shares, based on the stock’s closing price on December 24, 2025.

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 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
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FAQ

What insider transaction did ORC report for December 26, 2025?

Orchid Island Capital reported that Chief Executive Officer and Director Robert E. Cauley had performance units vest on December 26, 2025, resulting in the issuance of 3,694 shares of common stock, followed by the surrender of 753 shares to the company to satisfy tax withholding obligations.

How many Orchid Island Capital (ORC) shares does the CEO hold after the reported Form 4 transaction?

After the transactions on December 26, 2025, Chief Executive Officer Robert E. Cauley beneficially owned 147,495 shares of Orchid Island Capital common stock in direct ownership.

What equity awards vested for the Orchid Island Capital (ORC) CEO in this filing?

The filing states that 2,418 shares of common stock were issued upon vesting of performance units awarded on April 13, 2023, and 1,276 shares were issued upon vesting of performance units awarded on March 19, 2024, under Orchid Island Capital’s equity incentive plans.

Why were some Orchid Island Capital (ORC) shares disposed of in this Form 4?

The reporting person disposed of 753 shares of Orchid Island Capital common stock back to the issuer to satisfy tax withholding obligations associated with the vesting of the performance unit awards.

What price was used in the Orchid Island Capital (ORC) tax withholding transaction?

The price used for the share disposition to cover taxes was $7.35 per share, which the filing identifies as the closing price of Orchid Island Capital common stock on December 24, 2025.

Does the Orchid Island Capital (ORC) CEO still hold derivative performance units after this Form 4?

Yes. After the reported transaction, the CEO held 12,492.74 performance units as derivative securities, with 3,694.18 performance units having been exercised into common stock at an exercise price of $0 on December 26, 2025.