If You Invested in Bimini Capital (BMNM)

Bimini Capital Management, Inc. (BMNM) is an asset manager in the finance and insurance sector, focused on residential mortgage-related securities and external investment management. According to the company’s disclosures, Bimini invests primarily in mortgage-backed securities issued by the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac) and the Government National Mortgage Association (Ginnie Mae). The company and its subsidiaries are headquartered in Vero Beach, Florida and its Class A common stock trades on the OTC market under the symbol BMNM.

Core business and investment focus

Bimini’s business centers on managing portfolios of Agency residential mortgage-backed securities (RMBS). These portfolios are composed of fixed-rate pass-through mortgage-backed securities and structured mortgage-backed securities, including interest-only and inverse interest-only securities. The company reports on the composition of its MBS holdings, including the relative weight of fixed-rate versus structured securities, the proportion of Fannie Mae and Freddie Mac exposures, and measures such as weighted average coupon, maturity, and effective duration.

Bimini allocates capital between two main MBS sub-portfolios: a pass-through MBS portfolio and a structured MBS portfolio. Capital allocation is defined in its reports as the market value of securities held, less associated repurchase agreement borrowings, plus cash and restricted cash associated with those borrowings. The company also discloses returns on invested capital for each sub-portfolio over various reporting periods.

Advisory services and external management

Through its wholly owned subsidiary Bimini Advisors Holdings, LLC ("Bimini Advisors"), Bimini serves as the external manager of Orchid Island Capital, Inc. ("Orchid"), a publicly traded real estate investment trust listed on the New York Stock Exchange under the symbol ORC. Orchid is managed to earn returns on the spread between the yield on its assets and its costs, including interest expense on borrowed funds. Under a management agreement, Bimini Advisors provides Orchid with its management team, including officers and support personnel, and manages Orchid’s investment portfolio and day-to-day operations, subject to the supervision and oversight of Orchid’s board of directors.

As Orchid’s external manager, Bimini Advisors receives management fees, overhead reimbursements, and repurchase, clearing and administrative fees. Bimini also maintains a common stock investment in Orchid, which it accounts for under the fair value option, with changes in fair value recorded in its statement of operations, and it reports dividend income from this holding. The company presents advisory service revenues and segment net income for its advisory services and investment portfolio segments in its periodic results.

Royal Palm Capital and internal investment portfolio

Bimini also manages the portfolio of its wholly owned subsidiary Royal Palm Capital, LLC ("Royal Palm"). Royal Palm is managed with an investment strategy that Bimini describes as similar to that of Orchid, focused on Agency RMBS. The company discloses details of Royal Palm’s MBS portfolio, including market value, allocation between pass-through and structured securities, prepayment speeds, and effective duration. Bimini reports interest income from this portfolio, funding costs through repurchase agreements, and net interest income, as well as realized and unrealized gains and losses and hedge results.

Financing for the MBS portfolio is provided through repurchase agreement obligations with multiple counterparties. Bimini reports the total outstanding repurchase balances, weighted average borrowing rate, maturity profile, and the fair value of MBS collateral. It also discloses liquidity measures consisting of unpledged MBS and cash and cash equivalents.

Corporate structure and recent strategic developments

Bimini Capital Management, Inc. is organized as a Maryland corporation. Public filings indicate that it has no securities registered under Section 12(b) of the Securities Exchange Act of 1934, and its shares trade on the OTC marketplace rather than a national securities exchange. The company reports its consolidated financial results and segment performance through regular earnings releases and associated Form 8-K filings.

In January 2026, an indirect wholly owned subsidiary, Bimini Advisors Holdings, LLC, entered into a Membership Interest Purchase Agreement to acquire eighty percent (80%) of the fully diluted equity interests of Tom Johnson Investment Management, LLC ("TJIM"), a registered investment adviser. The purchase price is defined as a multiple of TJIM’s revenue for the fiscal year ended December 31, 2025, with a portion potentially payable in installments, as described in the company’s Form 8-K. Following closing, a trust associated with TJIM’s principal is expected to retain a 20% equity interest, subject to put and call rights based on TJIM’s financial performance and other conditions. Completion of this transaction is subject to customary conditions, including due diligence and required consents.

The company has stated that the TJIM transaction is intended to transition Bimini into a pure asset management firm with a more diverse mix of assets under management across equity and fixed income markets, while maintaining separate management of TJIM’s and Bimini’s existing assets.

Rights plan and tax asset preservation

Bimini has adopted a stockholder rights plan designed to preserve stockholder value and the value of certain tax assets, primarily net operating loss carryforwards (NOLs) under Section 382 of the Internal Revenue Code. In December 2025, the company entered into a First Amendment to its Rights Agreement, extending the expiration date of the rights to December 21, 2030 and increasing the purchase price associated with the rights. The company explains that its ability to use NOLs could be limited if an “ownership change” occurs under Section 382 and that the rights plan is intended to reduce the likelihood of such an ownership change by increasing the potential dilution to a stockholder who triggers the rights.

The First Amendment is expected to be submitted to stockholders for approval at the company’s 2026 annual meeting, with automatic termination on June 30, 2026 if stockholder approval is not obtained, as described in its press release and Form 8-K.

Earnings, portfolio metrics and reporting

Bimini provides detailed quarterly and annual updates on:

• Net income or loss and book value per share of its Class A common stock.
• Advisory service revenues, broken down into management fees, overhead reimbursements, and repurchase and clearing services.
• Interest income from its MBS portfolio, repurchase funding costs, and net interest income.
• Capital allocation between pass-through and structured MBS sub-portfolios, including market value, associated borrowings, and cash balances.
• Returns on invested capital for each sub-portfolio and for the combined portfolio over each quarter.
• Prepayment statistics, such as three-month constant prepayment rates (CPR) for the pass-through, structured, and total MBS portfolios over multiple quarters.
• Portfolio composition by Agency issuer (Fannie Mae and Freddie Mac), weighted average coupon, maturity, and effective duration.

These disclosures give investors insight into the performance of Bimini’s advisory services segment, its investment portfolio, and the dynamics of its Agency RMBS holdings.

Governance and board composition

In November 2025, Bimini reported changes to its board of directors. A long-serving director resigned, and Ashley B. Griffith was appointed as a Class I director with a term expiring at the 2028 annual meeting of stockholders. The company disclosed Mr. Griffith’s professional background in institutional sales within investment banking and noted that the board determined he is an independent director under applicable NASDAQ listing standards, and that he is expected to serve on the Audit Committee. The company stated that his resignation and appointment events were not related to disagreements over the company’s operations, policies, or practices.

Company status and trading venue

Bimini Capital Management, Inc. files current reports on Form 8-K with the U.S. Securities and Exchange Commission and issues regular earnings press releases. Its Class A common stock is quoted on the OTCQB or OTCQX marketplace under the symbol BMNM. The company’s disclosures do not indicate a merger, liquidation, or delisting from the OTC market in the provided materials.

Key subsidiaries and managed entities

• Bimini Advisors Holdings, LLC – wholly owned subsidiary that serves as external manager of Orchid Island Capital, Inc. and is the buyer in the TJIM acquisition agreement.
• Royal Palm Capital, LLC – wholly owned subsidiary whose MBS portfolio is managed by Bimini with an investment strategy similar to Orchid’s.
• Orchid Island Capital, Inc. (ORC) – a New York Stock Exchange-listed mortgage REIT externally managed by Bimini Advisors under a management agreement.
• Tom Johnson Investment Management, LLC (TJIM) – a registered investment adviser in which Bimini Advisors has agreed to acquire an 80% equity interest, subject to closing conditions, as described in the company’s 8-K and press release.

Frequently Asked Questions (FAQ)