Companies › BMNM

BMNM 10-K & 10-Q changes, risk factors and insider trading

Bimini Capital Management, Inc. · OTC · Real Estate Investment Trusts · CIK 1275477 · All filings on SEC.gov

Everything below is quoted or computed from Bimini Capital Management, Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

14 / 18risk-factor paragraphs added / removed in latest 10-K
3new risk-factor headings
2Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

Jump to: Annual report (10-K) · Quarterly report (10-Q) · Insider transactions · 13F holders

What changed in the latest 10-K

Comparing 10-K filed 2026-03-13 (period ending 2025-12-31) with 10-K filed 2025-03-07 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

14new paragraphs
18removed paragraphs
22reworded paragraphs
13,982 → 13,696words in section

New heading “We may not complete our proposed acquisition of TJIM, and failure to complete the acquisition could negatively affect our business, stock price, and future operations.”

New heading “Even if we complete the TJIM Acquisition, we may not realize the anticipated benefits of the acquisition, and the acquisition may disrupt our current operations or expose us to additional risks.”

New heading “Our Rights Plan could prevent a change in our control that would otherwise be favorable to our stockholders; however, if it fails to prevent a change in our control, we may lose all or most of the anticipated tax benefits associated with our prior losses, which [could/would] materially adversely affect our financial condition.”

Removed heading “We invest in structured Agency MBS, including IOs, IIOs and POs. Although the structured Agency MBS we invest in are generally subject to the same risks as our pass-through Agency MBS, certain types of risks may be enhanced depending on the type of structured Agency MBS in which we invest.”

Removed heading “Purchases and sales of Agency MBS by the Fed may adversely affect the supply, price and returns associated with Agency MBS.”

Removed heading “It may be uneconomical to "roll" our TBA dollar roll transactions or we may be unable to meet margin calls on our TBA contracts, which could negatively affect our financial condition and results of operations.”

Removed heading “We are subject to risks related to corporate social responsibility.”

Removed heading “Our Rights Plan could inhibit a change in our control that would otherwise be favorable to our stockholders.”

Removed heading “Certain provisions of Maryland law could inhibit changes in control.”

Removed heading “The market value of our common stock may be volatile.”

Removed heading “Sales of our common stock may harm our share price.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: default
“Under certain market conditions, TBA dollar roll transactions may result in negative carry income whereby the Agency MBS purchased for a forward settlement date under the TBA contract are priced at a premium to Agency MBS for settlement in the current month. Additionally, sales of some or all of the Fed's holdings of Agency MBS or declines in purchases of Agency MBS by the Fed could adversely impact the dollar roll market. …”
see in full comparison
Removed text topics: liquidity, interest rate
“The Fed owned approximately $2.2 trillion of Agency MBS as of December 31, 2024. After nearly doubling its Agency MBS holdings from $1.4 trillion in March 2020 to a peak of over $2.7 trillion in April of 2022 as a result of its COVID-19 policy response, the Fed halted purchases of Agency MBS in September 2022 and began allowing up to $35 billion per month of Agency MBS to run off its balance sheet. …”
see in full comparison
New text
“Our Rights Plan could prevent a change in our control that would otherwise be favorable to our stockholders; however, if it fails to prevent a change in our control, we may lose all or most of the anticipated tax benefits associated with our prior losses, which [could/would] materially adversely affect our financial condition.”
see in full comparison
Removed text
“We invest in structured Agency MBS, including IOs, IIOs and POs. Although the structured Agency MBS we invest in are generally subject to the same risks as our pass-through Agency MBS, certain types of risks may be enhanced depending on the type of structured Agency MBS in which we invest.”
see in full comparison
Removed text
“It may be uneconomical to "roll" our TBA dollar roll transactions or we may be unable to meet margin calls on our TBA contracts, which could negatively affect our financial condition and results of operations.”
see in full comparison
New text
“Even if we complete the TJIM Acquisition, we may not realize the anticipated benefits of the acquisition, and the acquisition may disrupt our current operations or expose us to additional risks.”
see in full comparison
Full comparison: every changed paragraph (54)

Green = added, red = removed. Unchanged paragraphs, 1 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

You should carefully consider the risks and uncertainties described below and all other information contained in this Report, including our annual consolidated financial statements and related notes thereto, and our other reports filed with or furnished to the SEC before making an investment decision regarding our common stock. These disclosures reflect the Company’s beliefs and opinions as to factors that could materially and adversely affect the Company and its securities in the future. Our business, financial condition or results of operations could be harmed by any of these risks. Similarly, these risks could cause the market price of our common stock to decline and you might lose all or part of your investment. Our forward-looking statements in this Report are subject to the following risks and uncertainties. Our actual results could differ materially from those anticipated by our forward-looking statements as a result of the risk factors below. References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.

Reworded

We finance our acquisitions of pass-throughPT Agency MBS with short-term financing. During periods of rising short-term interest rates, the income we earn on these securities will not change (with respect to Agency MBS backed by fixed-rate mortgage loans) or will not increase at the same rate (with respect to Agency MBS backed by ARMs and hybrid ARMs) as our related financing costs, which may reduce our net interest margin or result in losses.

Removed

We invest in structured Agency MBS, including IOs, IIOs and POs. Although the structured Agency MBS we invest in are generally subject to the same risks as our pass-through Agency MBS, certain types of risks may be enhanced depending on the type of structured Agency MBS in which we invest.

Removed

The structured Agency MBS in which we invest are securitizations (i) issued by the GSEs, (ii) collateralized by Agency MBS and (iii) divided into various tranches that have different characteristics (such as different maturities or different coupon payments). These securities may carry greater risk than an investment in pass-through Agency MBS. For example, certain types of structured Agency MBS, such as IOs, IIOs and POs, are more sensitive to prepayment risks than pass-through Agency MBS. If we were to invest in structured Agency MBS that were more sensitive to prepayment risks relative to other types of structured Agency MBS or pass-through Agency MBS, we may increase our portfolio-wide prepayment risk.

Removed

Purchases and sales of Agency MBS by the Fed may adversely affect the supply, price and returns associated with Agency MBS.

Removed

The Fed owned approximately $2.2 trillion of Agency MBS as of December 31, 2024. After nearly doubling its Agency MBS holdings from $1.4 trillion in March 2020 to a peak of over $2.7 trillion in April of 2022 as a result of its COVID-19 policy response, the Fed halted purchases of Agency MBS in September 2022 and began allowing up to $35 billion per month of Agency MBS to run off its balance sheet. With prepayments slowing in response to rising and/or high mortgage rates, Agency MBS runoffs may not reduce the Fed’s balance sheet quickly enough to meet its stated policy goals, raising the possibility of the Fed selling Agency MBS outright. These actions by the Fed to date, along with interest rate increases, have adversely impacted the prices and returns of Agency MBS. While it is very difficult to predict the impact of a continuing Fed portfolio runoff or potential sales of Agency MBS on the supply, prices and liquidity of Agency MBS, returns on Agency MBS may be adversely affected.

Reworded

Short-term interest rates havemay recently beenbecome higher than long-term interest rates.rates, Thiswhich phenomenon,is typically referred to as an inverted treasury or yield curve,curve. An inverted yield curve occurred during 2022 through the majority of 2024, and may occur again in the future. Under such conditions the Company’s funding costs may equal or exceed yields available on the Company assets, adversely impacting our financial condition and results of operations and our ability to pay distributions to our stockholders.

Reworded

As the Federal Reserve began to increase over-night funding rates during 2022, short-term interest rates began to rise faster than longer-term interest rates and eventually the treasury yield curve became inverted, whereby yields on short-terms rates exceeded yields on long-term interest rates. This condition continued through 2023 and the majority of 2024, and may occur again in the future. Consistent with this development, funding costs associated with the Company’s borrowings haveincreased increasedduring these periods relative to yields on the Company’s MBS securities. As a result, the Company’s net interest income hasdeclined declined.during these periods. The Company has employed various hedging strategies to off-setoffset the phenomenon.inverted yield curve. However, such hedges may not be adequate to protect the Company’s net interest income if the yield curve inverts again in the future. If the yield curve inverts again in the future, adversely affecting ourthe financial conditions, results of operations and the Company maycould havebe tomaterially reduceadversely or even eliminate is monthly distributions of dividends.affected.

Reworded

In the case of residential mortgages, there are seldom any restrictions on borrowers’ ability to prepay their loans. Prepayment rates generally increase when interest rates fall and decrease when interest rates rise. Prepayment rates also may be affected by other factors, including, without limitation, conditions in the housing and financial markets, governmental action, general economic conditions and the relative interest rates on ARMs, hybrid ARMs and fixed-rate mortgage loans. To the extent that our pass-throughPT Agency MBS are carried at a premium to par, faster-than-expected prepayments could also materially adversely affect our business, financial condition and results of operations in various ways, including, if we are unable to quickly acquire new Agency MBS that generate comparable returns to replace the prepaid Agency MBS.

Added

We may not complete our proposed acquisition of TJIM, and failure to complete the acquisition could negatively affect our business, stock price, and future operations.

Added

On January 13, 2026, we announced that a subsidiary of Bimini Capital entered into an agreement to acquire 80% of the fully diluted equity interests of Tom Johnson Investment Management, LLC, a privately held registered investment adviser (the “TJIM Acquisition”). The TJIM Acquisition is expected to close at the beginning of the second quarter of 2026. However, there can be no assurance that it will be completed on the anticipated timeline, or at all.

Added

Completion of the TJIM Acquisition is conditioned on the principal seller entering into a new three-year employment agreement with TJIM and is also subject to customary conditions, including the receipt of all necessary regulatory, contractual and other consents, including from TJIM’s existing clients. Many of these conditions are not within our control, and we cannot predict whether or when these conditions will be satisfied.

Added

If for any reason the TJIM Acquisition is not completed on the anticipated timeline, or at all, our business, results of operations, and stock price could be adversely affected in a number of ways, including the following:

Added

Additionally, the market price of our common stock may decline to the extent that the current market price of our shares reflects a market assumption that the acquisition will be completed and the anticipated benefits will be realized. More information regarding the proposed acquisition can be found in the Company’s Current Report on Form 8-K filed with the SEC on January 14, 2026.

Added

Even if we complete the TJIM Acquisition, we may not realize the anticipated benefits of the acquisition, and the acquisition may disrupt our current operations or expose us to additional risks.

Added

Assuming the TJIM Acquisition is completed, we will face a number of risks that could adversely affect our business, financial condition, and results of operations.

Added

We announced the acquisition as a strategic step to transition Bimini into a pure asset management firm with a more diverse mix of assets under management, and we anticipate that the Company (including TJIM) will realize other benefits from the transaction. However, there can be no assurance that we will be able to successfully realize these anticipated strategic and financial benefits. If we are unable to achieve our strategic objectives following the acquisition, we may not realize a satisfactory return on our investment, which could adversely affect our business, financial condition, and results of operations.

Added

The success of the acquisition depends in part on retaining TJIM's existing management team and key employees, including TJIM’s principal seller. Although completion of the acquisition is conditioned on the principal seller entering into a new three-year employment agreement with TJIM and certain other key employees entering into employment agreements with TJIM, there can be no assurance that he or other key employees will remain with TJIM following the acquisition or the expiration of any employment agreement. The loss of key personnel could materially and adversely affect TJIM's investment performance and client relationships, and therefore our return on investment in TJIM.

Added

Clients of TJIM may choose to terminate their advisory relationships with TJIM prior to or following the closing of the acquisition. Loss of a significant portion of TJIM's client base or assets under management could materially and adversely affect the financial performance of TJIM and therefore our return on investment and results of operation.

Added

The purchase price for the acquisition is based on a multiple of TJIM's revenue, with up to $12,000,000 of the purchase price payable at closing, 12.5% of which is to be held in escrow to secure the seller parties’ indemnification obligations and the Company’s right to any applicable post-closing purchase price adjustment. The remaining portion of the purchase price, if any, will be paid over the next one to three years following closing (depending on the total purchase price). In addition, the transaction agreements include mutual put and call rights that could result in our acquisition of the remaining 20% equity interest retained by the sellers. These future payment obligations could strain our financial resources and limit our ability to pursue other strategic opportunities.

Added

Integration of TJIM's operations, technology systems, personnel, and business processes may be complex, time-consuming, and expensive. The integration process could disrupt both companies' ongoing businesses and divert management attention from day-to-day operations, which could harm our business and financial results. We may also encounter unforeseen difficulties, costs, or delays in connection with the integration.

Reworded

Adverse market developments, including a sharp or prolonged rise in interest rates, a change in prepayment rates or increasing market concern about the value or liquidity of one or more types of Agency MBS, might reduce the market value of our portfolio, which might cause our lenders to initiate margin calls. The specific collateral value to borrowing ratio that would trigger a margin call is not set in the master repurchase agreements and not determined until we engage in a repo transaction under these agreements. Our fixed-rate Agency MBS generally are more susceptible to margin calls as increases in interest rates tend to more negatively affect the market value of fixed-rate securities. The threat or occurrence of a margin call could force us to sell, either directly or if we are unable to satisfy such margin call through a foreclosure, our Agency MBS under adverse market conditions. Because of the significant leverage we have and expect to have, we may incur substantial losses upon the threat or occurrence of a margin call, which could materially adversely affect our business, financial condition and results of operations. We have sold Agency MBS to satisfy margin calls in the past in adverse market conditions. These sales have, and may in the future, cause us to realize losses. This risk is magnified given that the Company’s equity capital, particularly its tangible equity, is relatively small.

Reworded

There are no perfect hedging strategies, and interest rate hedging strategies deployed by us have failed, and strategies deployed by us may fail in the future, to protect us from loss. Alternatively, we may fail to properly assess a risk to our investment portfolio or may fail to recognize a risk entirely, leaving us exposed to losses without the benefit of any offsetting hedging activities. The derivative financial instruments we select may not have the effect of reducing our interest rate risk. The nature and timing of hedging transactions may influence the effectiveness of these strategies. Poorly designed strategies or improperly executed transactions could actually increase our risk and losses. In addition, hedging activities could result in losses if the event against which we hedge does not occur. These risks are magnified given that the Company’s equity capital, particularly its tangible equity, is relatively small.

Reworded

We incur indebtedness by borrowing against a substantial portion of the market value of our pass-throughPT Agency MBS and a portion of our structured Agency MBS. Our total indebtedness, however, is not expressly limited by our policies and will depend on our prospective lenders’ estimates of the stability of our portfolio’s cash flow. As a result, there is no limit on the amount of leverage that we may incur. We face the risk that we might not be able to meet our debt service obligations or a lender’s margin requirements from our income and, to the extent we cannot, we might be forced to liquidate some of our Agency MBS at unfavorable prices. Our use of leverage could materially adversely affect our business, financial condition and results of operations. For example, a decline in the market value of the PT Agency MBS or structured Agency MBS used to secure our debt obligations could limit our ability to borrow or result in lenders requiring us to pledge additional collateral to secure our borrowings. In that situation, we could be required to sell Agency MBS under adverse market conditions in order to obtain the additional collateral required by the lender. If these sales are made at prices lower than the carrying value of the Agency MBS, we would experience losses. If we experience losses as a result of our use of leverage, such losses could materially adversely affect our business, results of operations and financial condition.

Removed

It may be uneconomical to "roll" our TBA dollar roll transactions or we may be unable to meet margin calls on our TBA contracts, which could negatively affect our financial condition and results of operations.

Removed

We may utilize TBA dollar roll transactions as a means of investing in and financing Agency MBS securities. TBA contracts enable us to purchase or sell, for future delivery, Agency MBS with certain principal and interest terms and certain types of collateral, but the particular Agency MBS to be delivered are not identified until shortly before the TBA settlement date. Prior to settlement of the TBA contract we may choose to move the settlement of the securities out to a later date by entering into an offsetting position (referred to as a "pair off"), net settling the paired off positions for cash, and simultaneously purchasing a similar TBA contract for a later settlement date, collectively referred to as a "dollar roll." The Agency MBS purchased for a forward settlement date under the TBA contract are typically priced at a discount to Agency MBS for settlement in the current month. This difference (or discount) is referred to as the "price drop." The price drop is the economic equivalent of net interest income earned from carrying the underlying Agency MBS over the roll period (interest income less implied financing cost). Consequently, TBA dollar roll transactions and such forward purchases of Agency MBS represent a form of off-balance sheet financing and increase our "at risk" leverage.

Removed

Under certain market conditions, TBA dollar roll transactions may result in negative carry income whereby the Agency MBS purchased for a forward settlement date under the TBA contract are priced at a premium to Agency MBS for settlement in the current month. Additionally, sales of some or all of the Fed's holdings of Agency MBS or declines in purchases of Agency MBS by the Fed could adversely impact the dollar roll market. Under such conditions, it may be uneconomical to roll our TBA positions prior to the settlement date and we could have to take physical delivery of the underlying securities and settle our obligations for cash. We may not have sufficient funds or alternative financing sources available to settle such obligations. In addition, pursuant to the margin provisions established by the Mortgage-Backed Securities Division ("MBSD") of the Fixed Income Clearing Corporation, we are subject to margin calls on our TBA contracts. Further, our clearing and custody agreements may require us to post additional margin above the levels established by the MBSD. Negative carry income on TBA dollar roll transactions or failure to procure adequate financing to settle our obligations or meet margin calls under our TBA contracts could result in defaults or force us to sell assets under adverse market conditions and adversely affect our financial condition and results of operations.

Reworded

Significant adverse changes in financial market conditions can result in a deleveraging of the global financial system and the forced sale of large quantities of mortgage-related and other financial assets. Concerns over rising or high interest rates, inflation, economic recession, geopolitical issues including events such as global pandemics, the conflicts in Ukraine and the Middle East, policy priorities of a newthe U.S. presidential administration, trade wars, unemployment, the availability and cost of financing, the mortgage market and a declining real estate market or prolonged government shutdown have in the past contributed, and may contribute in the future, to increased volatility and diminished expectations for the economy and markets.

Reworded

Increased volatility and deterioration in the markets for mortgages and mortgage-related assets as well as the broader financial markets have in the past adversely affected, and may adversely affect in the future, the performance and market value of our Agency MBS and our investment in Orchid common stock. If these conditions exist, institutions from which we seek financing for our investments may tighten their lending standards, increase margin calls or become insolvent, which could make it more difficult for us to obtain financing on favorable terms or at all. Our profitability and financial condition may be adversely affected if we are unable to obtain cost-effective financing for our investments.

Reworded

Agency MBS generally experience periods of illiquidity. Such conditions are more likely to occur for structured Agency MBS because such securities are generally traded in markets much less liquid than the pass-throughPT Agency MBS market. As a result, we may be unable to dispose of our Agency MBS at advantageous times and prices or in a timely manner. The lack of liquidity might result from the absence of a willing buyer or an established market for these assets as well as legal or contractual restrictions on resale. The illiquidity of Agency MBS could materially adversely affect our business, financial condition and results of operations.

Reworded

When we engage in a repo transaction, we initially sell securities to the financial institution under one of our master repurchase agreements in exchange for cash, and our counterparty is obligated to resell the securities to us at the end of the term of the transaction, which is typically fromless 24 tothan 90 days but may be up to 364 days or more. The cash we receive when we initially sell the securities is less than the value of those securities, which is referred to as the “haircut.” Many financial institutions from which we may obtain repurchase agreement financing have increased their haircuts in the past and may do so again in the future. When haircuts are increased, we are required to post additional cash or securities as collateral for our Agency MBS. If our counterparty defaults on its obligation to resell the securities to us, we would incur a loss on the transaction equal to the amount of the haircut (assuming there was no change in the value of the securities). We would also lose money on a repo transaction if the value of the underlying securities had declined as of the end of the transaction term, as we would have to repurchase the securities for their initial value but would receive securities worth less than that amount. Any losses we incur on our repo transactions could materially adversely affect our business, financial condition and results of operations.

Removed

We are subject to risks related to corporate social responsibility.

Removed

Our business faces public scrutiny related to environmental, social and governance (“ESG”) activities. We risk damage to our reputation if we fail to act responsibly in a number of areas, such as diversity and inclusion, environmental stewardship, support for local communities, corporate governance and transparency and considering ESG factors in our investment processes. Adverse incidents with respect to ESG activities could impact the cost of our operations and relationships with investors, all of which could adversely affect our business and results of operations. Additionally, new legislative or regulatory initiatives related to ESG could adversely affect our business.

Reworded

We have operated and intend to continue to operate our business so as to be exempt from registration under the Investment Company Act, because we are “primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and interests in real estate.” Specifically, we invest and intend to continue to invest so that at least 55% of the assets that we own on an unconsolidated basis consist of qualifying mortgages and other liens and interests in real estate, which are collectively referred to as “qualifying real estate assets,” and so that at least 80% of the assets we own on an unconsolidated basis consist of real estate-related assets (including our qualifying real estate assets). We treat Fannie Mae, Freddie Mac and Ginnie Mae whole-pool residential mortgage pass-throughPT securities issued with respect to an underlying pool of mortgage loans in which we hold all of the certificates issued by the pool as qualifying real estate assets based on no-action letters issued by the SEC. To the extent that the SEC publishes new or different guidance with respect to these matters, we may fail to qualify for this exemption.

Reworded

If we fail to qualify for this exemption and for any other exemption, we could be required to restructure our activities in a manner that, or at a time when, we would not otherwise choose to do so, which could negatively affect the value of shares of our common stock and our ability to distribute dividends. For example, if the market value of our investments in CMOs or structured Agency MBS, neither of which are qualifying real estate assets for Investment Company Act purposes, were to increase by an amount that resulted in less than 55% of our assets being invested in pass-throughPT Agency MBS, we might have to sell CMOs or structured Agency MBS in order to maintain our exemption from the Investment Company Act. The sale could occur during adverse market conditions, and we could be forced to accept a price below that which we believe is acceptable.

Added

Our Rights Plan could prevent a change in our control that would otherwise be favorable to our stockholders; however, if it fails to prevent a change in our control, we may lose all or most of the anticipated tax benefits associated with our prior losses, which [could/would] materially adversely affect our financial condition.

Removed

Our Rights Plan could inhibit a change in our control that would otherwise be favorable to our stockholders.

Reworded

In December 2015, ourOur Board of Directors has adopted a Rights Agreement (as amended, the “Rights Plan”) in an effort to protect against a possible limitation on our ability to use our net operating losses ("NOLs”) and net capital lossesloss carryovers (“NCLs”) by discouraging investors from aggregating ownership of our Class A Common Stock and triggering an “ownership change” for purposes of Sections 382 and 383 of the Code. Under the terms of the Rights Plan, in general, if a person or group acquires ownership of 4.9% or more of the outstanding shares of our Class A Common Stock without the consent of our Board of Directors (an “Acquiring Person”), all of our other stockholders will have the right to purchase securities from us at a discount to such securities’ fair market value, thus causing substantial dilution to the Acquiring Person. As a result, the Rights Plan may have the effect of inhibitingpreventing or impeding a change in control not approved by our Board of Directors and, notwithstanding its purpose, could adversely affect our shareholders’stockholders’ ability to realize a premium over the then-prevailing market price for our common stock in connection with such a transaction. In addition, because our Board of Directors may consent to certain transactions, the Rights Plan gives our Board of Directors significant discretion over whether a potential acquirer’s efforts to acquire a large interest in us will be successful. There can be no assurance that the Rights Plan will prevent an “ownership change” within the meaning of Sections 382 and 383 of the Code, in which case we may lose all or most of the anticipated tax benefits associated with our prior losses.

Added

Our Board of Directors adopted a first amendment to the Rights Plan in December 2025. The Company plans to submit the amendment for stockholder approval at the Company’s 2026 annual meeting of stockholders. The failure to obtain such approval will result in automatic termination of the Rights Plan on June 30, 2026. There can be no assurance that the Rights Plan will prevent an “ownership change” within the meaning of Sections 382 and 383 of the Code, especially if the Rights Plan were to terminate, in which case we may lose all or most of the anticipated tax benefits associated with our prior losses, which [could/would] materially adversely affect our financial condition.

Removed

Certain provisions of Maryland law could inhibit changes in control.

Removed

Certain provisions of the Maryland General Corporation Law ( the “MGCL”), may have the effect of inhibiting a third party from making a proposal to acquire us or impeding a change of control under circumstances that otherwise could provide our stockholders with the opportunity to realize a premium over the then-prevailing market price of our common stock, including:

Removed

We have elected to opt-out of these provisions of the MGCL, in the case of the business combination provisions, by resolution of our Board of Directors (provided that such business combination is first approved by our Board of Directors, including a majority of our directors who are not affiliates or associates of such person), and in the case of the control share provisions, pursuant to a provision in our bylaws. However, our Board of Directors may by resolution elect to repeal the foregoing opt-out from the business combination provisions of the MGCL, and we may, by amendment to our bylaws, opt in to the control share provisions of the MGCL in the future.

Reworded

This summary is limited to the U.S. federal income tax risks addressed below. Additional risks or issues may exist that are not addressed in this Form 10-K and that could affect the U.S. federal and state income tax treatment of us or our stockholders. This summary is not intended to be used and cannot be used by any stockholder to avoid penalties that may be imposed on stockholders under the Code. Management strongly urges shareholdersstockholders to seek advice based on their particular circumstances from their tax advisor concerning the effects of federal, state and local income tax law on an investment in our common stock.

Reworded

Our ability to use NOL carryoversNOLs and NCL carryoversNCLs to reduce our taxable income may be limited.

Reworded

We must have taxable income or net capital gains to benefit from our NOLNOLs and NCL carryovers,NCLs, as well as certain other tax attributes. Although we believe that a significant portion of our NOLs will be available to use to offset the future taxable income of Bimini Capital and Royal Palm, no assurance can be provided that we will have taxable income or gains in the future to apply against our remaining NOLs and NCLs.

Reworded

In addition, our NOLNOLs and NCL carryoversNCLs may be limited by Sections 382 and 383 of the Code if we undergo an “ownership change.” Generally, an “ownership change” occurs if certain persons or groups increase their aggregate ownership in our company by more than 50 percentage points looking back over the relevant testing period. If an ownership change occurs, our ability to use our NOLs and NCLs to reduce our taxable income in a future year would be limited to a Section 382 limitation equal to the fair market value of our stock immediately prior to the ownership change multiplied by the long-term tax-exempt interest rate in effect for the month of the ownership change. In the event of an ownership change, NOLs and NCLs that exceed the Section 382 limitation in any year will continue to be allowed as carryforwards for the remainder of the carryforward period and such losses can be used to offset taxable income for years within the carryforward period subject to the Section 382 limitation in each year. However, if the carryforward period for any NOL or NCL were to expire before that loss had been fully utilized, the unused portion of that loss would be lost. The carryforward period for NOLs incurred through 2017 is 20 years from the year in which the losses giving rise to the NOLs were incurred, and the carryforward period for NCL is five years from the year in which the losses giving rise to the NCL were incurred. Our use of new NOLs or NCLs arising after the date of an ownership change would not be affected by the Section 382 limitation (unless there were another ownership change after those new losses arose).

Reworded

Based on our knowledge of our stock ownership, we do not believe that an ownership change has occurred since our losses were generated. Accordingly, we believe that at the current time there is no limitation imposed by the application of Section 382 on our use of NOLs or NCLs. However, for post-2017 losses, the Jobs and Tax Cuts Act of 2017 modified the general rule such that ana NOLnet carryoveroperating loss can only offset 80 percent of taxable income in the year it is utilized, so our post-2017 NOLs are limited by this tax law change. The rules for pre-2017 NOLs remain unchanged, and are 100% available to offset taxable income. In addition, post-2017 NOLs can now be carried forward indefinitely instead of being limited to 20 years for pre-2017 NOLs. The determination of whether an ownership change has occurred or will occur is complicated and depends on changes in percentage stock ownership among stockholders. We adopted the Rights Plan described above in order to discourage or prevent an ownership change. However, there can be no assurance that the Rights Plan will prevent an ownership change. In addition, we have not obtained, and currently do not plan to obtain, a ruling from the Internal Revenue Service, or IRS, regarding our conclusion as to whether our losses are subject to any such limitations. Furthermore, we may decide in the future that it is necessary or in our interest to take certain actions that could result in an ownership change. Therefore, no assurance can be provided as to whether an ownership change has occurred or will occur in the future.

Reworded

Mr. Cauley, our Chief Executive Officer and Chairman of our Board of Directors, also serves as Chief Executive Officer and Chairman of the Board of Directors of.of Orchid. Mr. Haas, our Chief Financial Officer, Chief Investment Officer and President, is a member of the Board of Directors of Orchid, and serves as the Chief Financial Officer, Chief Investment Officer and Treasurer of Orchid. Messrs. Cauley and Haus,Haas, as well as Mr. Robert DwyerDwyer, and Mr. Frank Jaumot, the twoan independent membersmember of our Board of Directors, own shares of common stock of Orchid at the time of this filing and may continue to own shares in the future. Accordingly, Messrs. Cauley, Haas, Dwyer and JaumotDwyer have a conflict of interest with respect to actions by Bimini Capital or Bimini Advisors that relate to Orchid as its Manager.

Reworded

Our Class A Common Stock trades on the OTCQBOTCQX under the symbol “BMNM”. We may apply to list our Class A Common Stock on a national securities market if, in the future, we qualify for such a listing. However, even if listed on a national securities market, the ability to buy and sell our Class A Common Stock may be limited due to our small public float, and significant sales may depress or result in a decline in the market price of our Class A Common Stock. Additionally, until such time that our Class A Common Stock is approved for listing on a national securities market, our ability to raise capital through the sale of additional securities may be limited. Accordingly, no assurance can be given as to:

Removed

The market value of our common stock may be volatile.

Removed

The market value of shares of our common stock may be highly volatile and subject to wide price fluctuations. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur. Some of the factors that could negatively affect the share price or trading volume of our common stock include:

Removed

We cannot make any assurances that the market price of our common stock will not fluctuate or decline significantly in the future.

Removed

Sales of our common stock may harm our share price.

Removed

There is very limited liquidity in the trading market for our common stock. Sales of substantial amounts of shares of our common stock, or the perception that these sales could occur, may harm prevailing market prices for our common stock.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

15new paragraphs
11removed paragraphs
34reworded paragraphs
8,607 → 9,808words in section

New heading “Pending Acquisition of Tom Johnson Investment Management”

Removed heading “Average Asset Yield”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: tariff, inflation, interest rate, regulation
“Looking forward, economic activity remains resilient and could strengthen as the stimulative components of the One Big Beautiful Bill Act, passed in mid-2025, start to impact the economy – lower tax withholding, capital expenditure expensing, less regulation, among other measures. The labor market still seems weak, although it is not deteriorating. Inflation remains sticky, still above the Fed’s target level of 2%, but there do not appear to be meaningful follow-through impacts from the tariffs introduced in 2025. Monetary policy may remain steady for the time being as well. …”
see in full comparison
New text topics: tariff, inflation, interest rate, labor
“As alluded to above, interest rates were quite stable over the course of the fourth quarter of 2025 and into the first quarter of 2026. All indicators of economic activity, while often of suspect quality and not always available or timely, did not indicate much changed during the fourth quarter. Inflation data remained above the Fed’s target, although there did not appear to be material flow-through from the tariffs implemented during the year, and the labor market, while not robust, did not appear to be deteriorating. …”
see in full comparison
New text topics: tariff, inflation, interest rate, labor
“As the year 2025 came to a close, market conditions were relatively calm. The government shutdown that commenced October 1, 2025, and lasted for six weeks, indirectly contributed to the calm. As a result of the government shutdown, many entities that provide economic data to the markets were unable to do so and it took several weeks after the government reopened before they were able to resume. …”
see in full comparison
Removed text topics: tariff, inflation, labor
“The outlook for the fixed income market pivoted early in the fourth quarter of 2024. As the third quarter came to an end, inflation was falling towards the Fed’s 2% target, the labor market was cooling as hiring levels moderated and the unemployment rate was slowly creeping higher, and the Fed had finally lowered the Fed Funds rate by 50 basis points. At the time, the market expected the Fed to lower the rate by over 200 basis points over the next 18 months. Beginning early in the fourth quarter, the incoming data turned. Readings on the labor market stabilized and hiring stopped slowing. …”
see in full comparison
New text topics: inflation, interest rate, labor
“The fixed income markets have experienced a period of calm as 2025 came to close and we enter 2026. Interest rates have remained in a very tight range, implied interest rate volatility has continued the steady decline that began in April of 2025, and Agency RMBS performed well during the fourth quarter of 2025. Other sectors of the fixed income markets performed well during the fourth quarter as well, and spreads on investment grade corporate bonds reached levels not seen since 1998. Risk sentiment generally was quite strong during the quarter, and the S&P 500 generated a return of 2.3%. …”
see in full comparison
New text topics: tariff, interest rate
“As a proxy for the performance of the Agency RMBS market during 2025, the spread of the 30-year, fixed rate current coupon to the 10-year U.S. Treasury Note peaked at approximately 142 basis points in April 2025, not long after the market turmoil surrounding the various tariff measures introduced by the Trump administration on April 2, 2025. Since then, the spread has steadily declined, closely mirroring the performance of implied interest rate volatility, an important driver of Agency RMBS performance. The current coupon spread to the 10-year U.S. …”
see in full comparison
Full comparison: every changed paragraph (60)

Green = added, red = removed. Unchanged paragraphs, 12 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

Net Income (Loss) Summary

Reworded

Consolidated net lossincome for the year ended December 31, 20242025 was $1.3$5.8 million, or $0.13$0.58 basic and diluted lossincome per share of Class A Common Stock, as compared to consolidated net loss of $4.0$1.3 million, or $0.40$0.13 basic and diluted loss per share of Class A Common Stock, for the year ended December 31, 2023.2024.

Reworded

The components of net income (loss) for the years ended December 31, 20242025 and 2023,2024, along with the changes in those components are presented in the table below:

Added

Pending Acquisition of Tom Johnson Investment Management

Added

On January 13, 2026, the Company announced that Holdings has entered into an agreement to purchase eighty percent (80%) of the fully diluted equity interests of TJIM, a privately held registered investment adviser. The transaction is expected to close at the beginning of the second quarter of 2026. As of the announcement date, TJIM had approximately $1.6 billion of assets under management across equity and fixed income markets. TJIM’s management agreements are diverse, covering individual accounts, sub-advisory agreements, and wrap programs. The existing owners of TJIM will retain an ownership interest in TJIM and Bimini intends to retain its current staff and investment management team following the closing of the transaction. The transaction agreements include mutual put and call rights that could result in the Company’s acquisition of the remaining 20% equity interest retained by the existing owners. The transaction is intended to transition Bimini into a pure asset management firm with a more diverse mix of assets under its respective management teams.

Added

If the acquisition of TJIM is completed, the composition of the Company’s business will change both from the perspective of how its capital is deployed and how it reports its results for its operating segments. The acquisition of an 80% ownership interest in TJIM will require the deployment of a significant portion of the Company’s capital, including all capital currently deployed into the investment portfolio, with the exception of shares of Orchid. The results of TJIM going forward would represent a significant portion of the Company’s aggregate results. If the acquisition is completed and the Company is able to generate and retain earnings going forward, the Company expects that such funds will be deployed into an Agency MBS investment portfolio, in which case they are expected to be managed more conservatively in terms of the amount of leverage employed when compared to leverage employed by the Company historically. Given the Company’s intention to retain ownership of shares of Orchid if the transaction closes, the Company’s operating segments would consist of the management of Orchid, the controlling stake in the operations of TJIM, and to a lesser extent its investment portfolio, for a total of three reportable segments.

Added

With respect to the Company’s results of operations for 2025 and 2024, the investment portfolio comprised one of the Company’s reportable segments and the Company deployed significant capital to those operations. Accordingly, such operations are described in detail below.

Reworded

Net Portfolio Interest Income (Expense)

Reworded

We define net portfolio interest income as interest income on MBS less interest expense on repurchase agreement funding. During the year ended December 31, 2025, we generated $1.6 million of net portfolio interest income, consisting of $6.3 million of interest income from MBS assets offset by $4.7 million of interest expense on repurchase liabilities. For the year ended December 31, 2024, we generated $0.7 million of net portfolio interest income, consisting of $5.8 million of interest income from MBS assets offset by $5.1 million of interest expense on repurchase liabilities. For the year ended December 31, 2023, we generated $0.2 million of net portfolio interest income, consisting of $3.3 million of interest income from MBS assets offset by $3.1 million of interest expense on repurchase liabilities. The $2.5$0.5 million increase in interest income for the year ended December 31, 20242025 was primarily due to a $34.4$9.4 million increase in average MBS balances, combinedoffset withby a 797 basis point ("bp") increasedecrease in yields earned on the portfolio. The $2.1$0.5 million increasedecrease in interest expense for the year ended December 31, 20242025 was primarily due to a 4590 bp increasedecrease in cost of funds, combinedoffset withby a $33.0$9.0 million increase in average repurchase liabilities.

Reworded

Our economic interest expense on repurchase liabilities for the years ended December 31, 20242025 and 20232024 was $5.1$4.2 million and $3.2$5.1 million, respectively, resulting in $0.7$2.1 million and $0.1$0.7 million of economic net portfolio interest income (expense),income, respectively.

Removed

Average Asset Yield

Removed

The table below presents the average portfolio size, income and yields of our respective sub-portfolios, consisting of structured MBS and pass-through MBS (“PT MBS”) for the years ended December 31, 2024 and 2023 and each quarter during 2024 and 2023.

Reworded

Since all of our repurchase agreements are short-term, changes in market rates directly affect our interest expense. Our average cost of funds calculated on a GAAP basis was 28 bps above the one-month average SOFR and 710 bps above the six-month average SOFR for the year ended December 31, 2024.2025. Our average economic cost of funds was 2513 bps abovebelow the one-month average SOFR and 431 bps abovebelow the six-month average SOFR for the year ended December 31, 2024.2025. The average term to maturity of the outstanding repurchase agreements increaseddecreased to 31 days as of December 31, 2025 from 49 days atas of December 31, 2024 from 29 days at December 31, 2023.2024.

Reworded

The tablestable below present the average outstanding balance under all repurchase agreements, interest expense and average economic cost of funds, andpresents one-month average and six-month average SOFR rates for each quarter in 20242025 and 20232024 and for the years ended December 31, 20242025 and 20232024 on both a GAAP and economic basis.

Reworded

We owned 569,071 shares of Orchid common stock asthroughout each of boththe years ended December 31, 20242025 and 2023.2024. Orchid paid total dividends of $1.44 per share during 20242025 and $1.80$1.44 per share during 2023.2024. During the years ended December 31, 20242025 and 2023,2024, we received dividends on our Orchid common stock of approximately $0.8 million and $1.0$0.8 million, respectively.

Reworded

Prior to June 30, 2023, ourThe junior subordinated debt securities paidpay interest at a floating rate, adjusted quarterly and set at a spread of 3.50% over the prevailing three-month LIBOR rate on the determination date. Starting June 30, 2023, the underlying index converted from three-month LIBOR to CME Term SOFR plus a tenor spread adjustment of 0.26161%.rate. The interest rate foris subsequent accrual periods will bethe CME Term SOFR on the applicable reset date plus the tenor spread adjustment of 0.26161% plus the coupon spread of 3.50%. The LIBOR and CME Term SOFR rate increases since January 2022 have increased our interest expense. Interest expense on our junior subordinated debt securities was approximately $2.4$2.1 million and $2.3$2.4 million for the years ended December 31, 20242025 and 2023,2024, respectively. The average rate of interest paid for the year ended December 31, 20242025 was 8.97%7.94% compared to 8.76%8.97% for the year ended December 31, 2023.2024. As of December 31, 2024,2025, the interest rate was 8.12%.7.48%.

Reworded

On October 30, 2019, the Company borrowed $680,000 from a bank. The related note is secured by a mortgage on the Company’s office building and has a final maturity of October 30, 2039. Through October 30, 2024, interest accrued on the note at 4.89%. Thereafter, interest accrues based on the weekly average yield to the United States Treasury securities adjusted to a constant maturity of 5 years, plus 3.25%. As of December 31, 2024, theThe interest rate wasreset 7.37%.to The note is secured by a mortgage7.37% on theOctober Company’s30, office2024 building.and will reset again on October 30, 2029.

Reworded

We invest in MBS with the intent to earn net income from the realized yield on those assets over their related funding and hedging costs, and not for the purpose of making short term gains from trading in these securities. However, we have sold, and may continuesell toin sell,the future, existing assets to acquire new assets, which our management believes might have higher risk-adjusted returns in light of current or anticipated interest rates, federal government programs or general economic conditions or to manage our balance sheet as part of our asset/liability management strategy. During the year ended December 31, 2024,2025, we received proceeds of $46.3$19.5 million from the sales of MBS compared to $18.2$46.3 million for the year ended December 31, 2023.2024.

Reworded

For the year ended December 31, 2024,2025, our total operating expenses were approximately $11.3$12.6 million compared to approximately $10.5$11.3 million for the year ended December 31, 2023.2024 Theas detailed in the table below presents a breakdown of operating expenses for the years ended December 31, 2024 and 2023.below.

Reworded

In 2025, we recorded an income tax benefit of $1.3 million, including a $3.7 million decrease in the deferred tax asset valuation allowance as a result of management’s reassessment, as of December 31, 2025, of the Company’s ability to utilize tax NOLs to offset future taxable income. During 2025, Orchid raised approximately $741.4 million in new capital. This increase in Orchid's equity should increase Bimini's future management fee revenues, allowing the Company to utilize more of its tax NOLs. In 2024, we recorded an income tax provision of $3.1 million, including a $1.3 million increase in the deferred tax asset valuation allowance as a result of management’s reassessment, as of December 31, 2024, of the Company’s ability to utilize tax NOLs to offset future taxable income. In 2023, we recorded an income tax provision of $4.1 million, including a $2.7 million increase in the deferred tax asset valuation allowance as a result of management’s reassessment, as of December 31, 2023, of the Company’s ability to utilize NOLs to offset future taxable income. The Company uses the discrete-period computation method for determining its income tax (benefit) provision. Our income tax provision is affected by numerous factors, including non-deductible expenses, the projected utilization of net operating loss carryovers and changes in our deferred tax assets and liabilities and their valuations, and can result in significant variations in the customary relationship between pretax income and income tax expense. Non-deductible expenses, including executive compensation in excess of Section 162(m) limitations increased the income tax provision by $0.9$0.8 million and $1.4$0.9 million for the years ended December 31, 20242025 and 2023,2024, respectively.

Reworded

The following table presents the three-month constant prepayment rate (“CPR”) experienced on our structured and PT MBS sub-portfolios,portfolio, on an annualized basis, for the quarterly periods presented. CPR is a method of expressing the prepayment rate for a mortgage pool that assumes that a constant fraction of the remaining principal is prepaid each month or year. Specifically, the CPR in the chart below represents the three month prepayment rate of the securities in the respective asset category.securities.

Added

As of December 31, 2025, the Company's portfolio had an effective duration of 2.23, indicating that an interest rate increase of 1.0% would be expected to cause a 2.23% decrease in the value of the MBS in our investment portfolio. As of December 31, 2024, the Company's portfolio had an effective duration of 3.62, indicating that an interest rate increase of 1.0% would be expected to cause a 3.62% decrease in the value of the MBS in our investment portfolio. These figures do not include the effect of our funding cost hedges. Effective duration quotes for individual investments are obtained from The Yield Book, Inc.

Removed

The following table presents a summary of our portfolio assets acquired during the years ended December 31, 2024 and 2023.

Reworded

The duration of our IO and IIO portfolioportfolios will vary greatly depending on the structural features of the securities. While prepayment activity will always affect the cash flows associated with the securities, the interest only nature of IO’s may cause their durations to become extremely negative when prepayments are high, and less negative when prepayments are low. Prepayments affect the durations of IIO’s similarly, but the floating rate nature of the coupon of IIOs (which has an inverse relationship to their reference index) cause their price movements - and model duration - to be affected by changes in both prepayments and their reference index - both current and anticipated levels. As a result, the duration of IIO securities will also vary greatly.

Reworded

We face the risk that the market value of our PT MBS assets will increase or decrease at different rates than thatthose of our structured MBS or liabilities, including our hedging instruments. Accordingly, we assess our interest rate risk by estimating the duration of our assets and the duration of our liabilities.hedge instruments. We generally calculate duration and effective duration using various third-party models or obtain these quotes from third-parties. However, empirical results and various third-party models may produce different duration numbers for the same securities.

Reworded

The following sensitivity analysis shows the estimated impact on the fair value of our interest rate-sensitive investments and hedge positions as of December 31, 2024,2025, assuming rates instantaneously fall 100200 bps, risefall 100 bps and rise 200100 bps, adjusted to reflect the impact of convexity, which is the measure of the sensitivity of our hedge positions and Agency MBS’ effective duration to movements in interest rates.

Reworded

As of December 31, 2024,2025, we had established borrowing facilities in the repurchase agreement market with a number of commercial banks and other financial institutions and had borrowings in place with sixseven of these counterparties. We believe these facilities provide borrowing capacity in excess of our needs. None of these lenders are affiliated with the Company. These borrowings are secured by our MBS and cash.

Reworded

As of December 31, 2024,2025, we had obligations outstanding under the repurchase agreements of approximately $117.2$85.3 million with a net weighted average borrowing cost of 4.68%.3.98%. The remaining maturity of our outstanding repurchase agreement obligations ranged from 1321 to 13958 days, with a weighted average maturity of 4931 days. Securing the repurchase agreement obligation as of December 31, 20242025 are MBS with an estimated fair value, including accrued interest, of $122.7$89.2 million. Through March 7,13, 2025,2026, we have been able to maintain our repurchase facilities with comparable terms to those that existed atas of December 31, 20242025 with maturities through JuneMarch 30,24, 2025.2026.

Reworded

We invest a portion of our capital in structured MBS. We generally do not apply leverage to this portion of our portfolio. The leverage inherent in structured securities replaces the leverage obtained by acquiring PT securities and funding them in the repo market. This structured MBS strategy has been a core element of the Company’s overall investment strategy since 2008. However, we have and may continue to pledge a portion of our structured MBS in order to raise our cash levels, but generally will not pledge these securities in order to acquire additional assets.

Reworded

AtAs of December 31, 2024,2025, we had no material commitments for capital expenditures.

Reworded

Orchid reported net income for the fourth quarter 20242025 of $5.6$103.4 millionmillion, or $0.62 per share and its shareholdersstockholders' equity increased from $656.0$1.086 billion to $1.372 billion. Orchid’s stockholders’ equity at the end of 2024 was $668.5 million so the increase to $668.5$1.372 million.billion Therepresents an increase of approximately 105%. During the fourth quarter market conditions describedwere belowfavorable ledfor tolevered theseMBS resultsinvestors as Orchid reported gains on hedge instruments of $14.0 million and realized and unrealized gains on hedge instruments of $160.4 million, exceeding realized and unrealized losses on its MBS portfolio of $158.7$56.7 million, which together equaled $70.7 million. Net income for the full year of 2025 was $159.0 million, or $1.24 per share. Orchid is obligated to reimburse usBimini for direct expenses paid on its behalf andas towell pay to usas Orchid’s pro ratapro-rate share of overhead expenses as defined in the management agreement. As a stockholder of Orchid, we will also continue to share in distributions, if any, paid by Orchid to its stockholders. Our operating results are also impacted by changes in the market value of our holdings of Orchid common shares, although these market value changes do not impact our cash flows from Orchid.

Added

As the year 2025 came to a close, market conditions were relatively calm. The government shutdown that commenced October 1, 2025, and lasted for six weeks, indirectly contributed to the calm. As a result of the government shutdown, many entities that provide economic data to the markets were unable to do so and it took several weeks after the government reopened before they were able to resume. The lack of economic data deprived both the markets and Fed policy makers of the ability to gauge the performance of the economy and its many components, such as the labor market, consumer spending and price data. As a result, market participants and the Fed were left with limited data from private sources. The result of the data vacuum for the markets was a continuation of the status quo, as the market awaited further clarification on growth and inflation. Interest rates were stable and traded in a rather tight range. Interest rate implied volatility continued its long decline that started in early April 2025, after the Trump administration imposed broad tariffs. The FOMC opted to continue on their path of policy normalization by lowering the Fed Funds rate twice in the fourth quarter of 2025, in each case by 25 basis points. In doing so, the Fed believed they had reached the upper end of neutral – implying the neutral policy rate was in fact a range versus a specific rate level.

Added

As with prior quarters, the economy continues to operate with elevated inflation relative to the Fed’s 2% target, and with evidence of a fragile labor market. There is ample data to support either thesis regarding the outlook for the economy, and market participants and FOMC members are split on how monetary policy should be managed to address the Fed’s dual mandates. The two rate cuts that occurred during the fourth quarter of 2025 were the result of split votes whereby some members dissented in both the direction of more cuts and fewer, or no cuts. As we near the end of the first quarter of 2026 the dilemma persists, although the FOMC opted to hold policy steady at their January 2026 meeting, claiming they had time to monitor the incoming data for now as monetary policy was deemed near neutral and there was no pressing need to increase accommodation.

Added

One additional development that will likely impact monetary policy going forward was the decision by President Trump to nominate Kevin Warsh as the next chairman of the Fed in late January. The term of the current chairman, Jerome Powell, ends in May of 2026. While President Trump has been highly critical of Chairman Powell and openly stated his desire for lower interest rates, the market does not appear to anticipate incoming Chairman Warsh will aggressively lower the Fed Funds rate. In fact, incoming Chairman Warsh is expected to be more of a proponent of fighting inflation and shrinking the Fed’s balance sheet.

Removed

The economic trajectory in place as the third quarter of 2024 came to an end has not changed as we enter 2025. Economic growth is above the level considered sustainable – the level that can persist without causing the economy to overheat and inflation to rise. The labor market no longer appears to be cooling, hiring has stabilized, and the unemployment rate remains in the low 4% area, which is indicative of a tighter labor market, if not an overheating one. Importantly, inflation readings have stabilized at levels clearly above the Fed’s target level of 2%. The strength of the economy has been supported by stimulative fiscal policy on the part of the federal government as budget deficits have consistently approached $2 trillion, representing unsustainably high percentages of gross domestic product. The impact of the deficits is partially offset by an expanded balance sheet of the Fed which remains above target levels, allowing the market to avoid having to fund the deficits in their entirety.

Removed

In November of 2024, the Republican party swept the U.S. national elections, and the pro-business agenda of the new president has enhanced market optimism for sustained growth at or above current levels. President Trump has stated that he intends to use tariffs to shift domestic consumption away from imports and towards domestic producers, at the potential cost of higher prices. The market anticipates that the combination of pro-growth policies on the part of the incoming administration, supported by Republican control of both houses of Congress, along with wide-spread tariffs on a host of imported goods, will both fuel growth and pressure inflation higher. To date in the first quarter of 2025, the near term impact of these developments appears to be pressuring economic growth, at least in the near term.

Added

As alluded to above, interest rates were quite stable over the course of the fourth quarter of 2025 and into the first quarter of 2026. All indicators of economic activity, while often of suspect quality and not always available or timely, did not indicate much changed during the fourth quarter. Inflation data remained above the Fed’s target, although there did not appear to be material flow-through from the tariffs implemented during the year, and the labor market, while not robust, did not appear to be deteriorating. The Fed lowered the Fed Funds rate two times in the fourth quarter – a continuation of their plan to bring monetary policy towards neutral – and signaled they had done so. Additional cuts may come if needed but are not anticipated in the near term. Longer maturity U.S. Treasury rates remained in a tight range throughout the fourth quarter and remained so into the first quarter of 2026. As a result of the two 25 basis point rate cuts by the Fed in the fourth quarter, the spread between the Fed Funds rate and the two-year U.S. Treasury is less inverted than was the case at September 30, 2025, reflecting both the cuts and the market pricing in fewer cuts in the future. Accordingly, the U.S. Treasury curve is slightly steeper, as evidenced by the spread between the 2-year and 10-year U.S. Treasury notes increasing from approximately 54 basis points to approximately 70 basis points at year-end.

Added

The Federal Reserve ended their quantitative tightening program, which reduced their balance sheet via the maturation of their holdings, and began reinvesting them into additional U.S. Treasury holdings on December 1, 2025. Run-off from the Agency residential mortgage-backed securities ("RMBS") holdings is now directed towards purchasing U.S. Treasury bills. The Fed also announced their intention, via Reserve Management Purchases (“RMPs”), to grow their balance sheet over time to maintain a stable relationship between the size of their balance sheet and the economy. These steps will result in increased purchases of U.S. Treasury securities by the Fed going forward, and interest rate swap spreads have widened – or become less negative – as a result. The widening of swap spreads, particularly longer-dated spreads, caused the swap curve to steepen more than the cash U.S. Treasury curve. Longer-dated swap spreads had become progressively more negative over the previous years, reflecting the market’s concern with increasing government issuance of U.S. Treasury securities. The increased purchases by the Fed offset some of the impact of the deficit-induced growth in issuance anticipated in the future.

Added

As realized interest rate volatility was very low during the quarter, implied rate volatility in the swaptions market continued to decline and has reached multi-year lows in early 2026.

Removed

In response to the developments described above, interest rate movements during the fourth quarter of 2024 were significant. As the third quarter of 2024 came to a close, interest rates were declining in anticipation of the first interest rate cut by the Fed since 2020. The Fed began raising the overnight rate in March of 2022 and did not stop until July of 2023, when the target range for the Fed Funds rate was 5.25% to 5.50%. At the time the Fed lowered the overnight rate by 50 basis points on September 18, 2024, the market expected at least eight more cuts over the next 18 months. Rates reversed course early in the fourth quarter, triggered by the non-farm payroll report for September released in early October. Consequently, the markets outlook for the economy, inflation and future interest rate cuts by the Fed changed dramatically over the course of the fourth quarter and into 2025.

Removed

With respect to interest rates, the most significant development may have been the dramatic change in the shape of the U.S. Treasury Note yield curve. By the end of 2024, the Fed had lowered the target range for Fed Funds by 100 basis points. The 10-year U.S. Treasury Note yield curve increased by approximately 80 basis points over the quarter, causing the first dis-inversion of the yield curve between the Fed Funds rate and the 10-year U.S. Treasury Note since June 2022, and between the 2-year and 10-year U.S. Treasury Notes since November 2022. As federal deficits have remained historically high since the pandemic and the market does not anticipate the incoming administration is likely to be fiscally conservative, the market anticipates federal deficits to remain elevated and issuance of U.S. Treasury securities to continue to grow. This led swap spreads to become increasingly negative (as the market demands a higher yield for a greater supply of U.S. Treasury securities) such that the swap curve remains inverted – although the 18-month to 15-year point are upward sloping.

Added

As a proxy for the performance of the Agency RMBS market during 2025, the spread of the 30-year, fixed rate current coupon to the 10-year U.S. Treasury Note peaked at approximately 142 basis points in April 2025, not long after the market turmoil surrounding the various tariff measures introduced by the Trump administration on April 2, 2025. Since then, the spread has steadily declined, closely mirroring the performance of implied interest rate volatility, an important driver of Agency RMBS performance. The current coupon spread to the 10-year U.S. Treasury was at approximately 105 basis points at the beginning of the fourth quarter of 2025, and approximately 88 basis points at the end of the fourth quarter. In January 2026, President Trump announced plans for the Enterprises to purchase up to $200 billion of Agency RMBS in 2026 in an effort to drive mortgage rates down and improve housing affordability. The market reacted strongly to the news, and the current coupon spread tightened to approximately 74 basis points, the tightest level since early 2022 when the Fed was still buying Agency RMBS under its quantitative easing program. Since the announcement, spreads have widened slightly but are still lower than the level at the end of 2025.

Removed

As a proxy for the performance of the Agency MBS market during the fourth quarter of 2024, the spread of the 30-year, fixed rate current coupon to the 10-year U.S. Treasury Note hit a multi-year low of approximately 109 basis points the day after the Fed lowered the Fed Funds rate on September 18, 2024. This is in contrast to the spread in May of 2023 of over 200 basis points. The developments described above led to higher interest rates and elevated levels of interest rate volatility. By the end of October of 2024, the spread had increased to approximately 147 basis points and ended the year at approximately 128 basis points. The Agency MBS index generated a negative return for the fourth quarter of -3.2% and a return of -0.6% versus comparable duration swaps, as compared to -2.8% and 0.9%, respectively, for the investment grade corporate index, and 0.2% and 1.4%, respectively for high yield debt. While total returns for U.S. Treasury securities were also negative, most sectors of the fixed income markets generated positive total returns for the quarter, as well as positive excess returns versus comparable duration swaps.

Reworded

Within Agency MBSRMBS for the fourth quarter of 2024,2025, conventional 30-year mortgages generated a negative total return of -3.5%,1.7%, 15-year mortgages generated a negative total return of -2.2%1.5% and Ginnie Mae 30-year mortgages generated a negative total return of -2.7%.1.5%. Versus comparable duration swapsswaps, the returns were -0.8%,1.4%, -0.5%0.8% and -0.3%1.1% for 30-year conventional, 15-year conventional and Ginnie Mae 30-year mortgages, respectively. The Company invests predominantly in 30-year conventional mortgages. Returns with the 30-year stack of coupons were negativelyvery correlatedconsistent withacross the durationvarious of the respective securities, as lower coupon, longer durations bonds generated the most negative total returns and the highest coupon – 7.0% - generated positive total returns. The range for the coupon stack was -4.8% forcoupons: the 2.0% coupon togenerated +0.9%a forreturn of 1.3%, the 7.0%3.5% coupon duringgenerated thea fourth quarterreturn of 2024.2.2% and all other coupons were between 1.6% and 1.8%. Excess returns versus comparable duration swaps were in the range of -0.6%-0.5% to -0.9%2.1%, forwith the 3.5% coupon again being the outlier to the upside. The highest coupons – 6.0% and higher – all coupons between 2.0% and 6.0% during the fourth quarter of 2024. Conversely, thegenerated excess returnreturns below 1.0%. Excess returns for the 6.5%balance couponof wasthe -0.2%coupons were between 1.1% and +0.3%1.7%, forsimilar theto 7.0%absolute coupon during the fourth quarter of 2024.returns.

Reworded

In response to the deterioration in the markets for U.S. Treasuries, Agency MBS and other mortgage and fixed income markets resulting from the impacts of the COVID-19 pandemic, the Fed implemented a program of quantitative easing. Through November of 2021, the Fed was committed to purchasing $80 billion of U.S. Treasuries and $40 billion of Agency MBS each month. In November of 2021, it began tapering its net asset purchases each month, ended net asset purchases by early March of 2022, and ended asset purchases entirely in September of 2022. On May 4, 2022, the FOMC announced a plan for reducing the Fed’s balance sheet. In June of 2022, in accordance with this plan, the Fed began reducing its balance sheet by a maximum of $30 billion of U.S. Treasuries and $17.5 billion of Agency MBS each month. On September 21, 2022, the FOMC announced the Fed’s decision to continue reducing its balance sheet by a maximum of $60 billion of U.S. Treasuries and $35 billion of Agency MBS per month. On May 1, 2024, the FOMC announced the Fed’s decision to reduce its balance sheet by a maximum of $25 billion of U.S. TreasuriesTreasury securities and remove the cap on Agency MBS reduction, with any amounts in excess of $35 billion per month being reinvested in U.S. Treasury securities. On March 19, 2025, the FOMC announced the Fed's decision to reduce its balance sheet by a maximum of $5 billion of U.S. Treasury securities beginning April 1, 2025. Relatively high interest rates and slow prepayment speeds have kept the balance sheet reduction for Agency MBS below $20 billion per month throughout 2024.2024 and 2025. As of December 31, 2024,2025, the Fed had reduced its balance sheet for Agency MBS by approximately $507$741 billion from the peak to $2.2$2.0 trillion, shedding approximately 37%54% of the Agency MBS added during thepandemic quantitative easing related to the pandemic and representing the lowest level since MayDecember 2021.2020. On December 1, 2025, the Fed ended quantitative tightening and began reinvesting all proceeds from maturing Agency MBS up to a $35 billion per month cap in U.S. Treasuries and announced that it would begin buying an additional $40 billion per month of U.S. Treasuries via RMPs in order to maintain an ample level of reserves on an ongoing basis.

Reworded

On September 14, 2021, the U.S. Treasury and the FHFA suspended certain policy provisions in the Enterprise capital framework established in December 2020, including limits on loans acquired for cash consideration, multifamily loans, loans with higher risk characteristics and second homes and investment properties (the "September 2021 Provisions"). Effective April 26, 2022, the FHFA further amended this framework by, among other things, replacing the fixed leverage buffer equal to 1.5% of an Enterprise’s adjusted total assets with a dynamic leverage buffer equal to 50% of an Enterprise’s stability capital buffer, reducing the risk weight floor from 10% to 5%, and removing the requirement that the Enterprises must apply an overall effectiveness adjustment to their credit risk transfer exposures. On June 14, 2022, the Enterprises announced that they would each charge a 50 bps fee for commingled securities issued on or after July 1, 2022 to cover the additional capital required for such securities under the Enterprise capital framework, which was subsequently reduced on January 19, 2023 to 9.375 bps for commingled securities issued on or after April 1, 2023 to address industry concern that the fee posed a risk to the fungibility of the Uniform Mortgage-Backed Security and negatively impacted liquidity and pricing in the market for TBA securities. On November 30, 2023, the FHFA published a final rule, which became effective April 1, 2024, which reduced the risk weight and credit conversion factor for guarantees on commingled securities to 5% and 50%, respectively; replaced the current exposure methodology with the standardized approach for counterparty credit risk as the method for computing exposure and risk-weighted asset amounts for derivatives and cleared transactions; updated the credit score assumption to 680 for single-family mortgage exposures originated without a representative credit score; and introduced a risk weight of 20% for guarantee assets. On January 2, 2025, the U.S. Treasury and FHFA entered into a letter agreement deleting the September 2021 Provisions entirely, as well as providing additional guidance on the process for a potential end to the conservatorship of the Enterprises. Throughout 2025, there was some speculation in the market regarding progress towards an end to the conservatorship, including through an initial public offering, but a directive by the Trump administration in January 2026 that the Enterprises purchase up to $200 billion of Agency MBS from their accumulated cash reserves will increase the Enterprises’ balance sheets and exposure to mortgage risk and could make a near-term end to the conservatorship unlikely. The announcement of the directive, designed to increase liquidity and compress the spread between mortgage interest rates and the 10-year U.S. Treasury, had the intended effect immediately and significantly increased mortgage application volumes. The longer-term implications of this directive remain to be seen, with some analysts fearing a demand surge in home prices negating any affordability gains, systemic instability due to increased exposure to mortgage risk by the Enterprises, and volatility in the 10-year U.S. Treasury and mortgage interest spreads if the Fed decides to tighten monetary policy while the Trump administration is loosening it through the Enterprises. Further, the Enterprises are quickly approaching their regulatory asset caps, and it is unclear whether the FHFA will raise these caps to signal a long-term commitment to this directive or whether this is a limited intervention.

Reworded

On July 27, 2023, the federal banking regulators, including the Office of the Comptroller of the Currency, (the "OCC") the Federal Deposit Insurance Corporation (the "FDIC") and the Fed, jointly issued a proposed rule that would revise large bank capital requirements (the "Basel III Endgame"). The Basel III Endgame, if implemented as originally proposed, would significantly increase the credit weight risk for balance-sheet mortgages and for Agency MBS sold to the GSEs, which could disincentivize banks from originating mortgages for sale to the GSEs and impact pricing in the Agency MBS markets. The comment period for the Basel III Endgame closed on January 16, 2024, and the proposed rule was met with strong objections from the banking industry. InWhile testimonyimplementation before the United States Senate Committee on Banking, Housing and Urban Affairs in July 2024, Fed chairman Jerome Powell stated that the OCC, the FDIC and the Fed were in discussions to materially revise the proposed rule, and that there was consensus at the Fed to undergo another comment period. In remarks given on September 10, 2024, Michael Barr, the Fed's Vice Chair for Supervision, confirmed thatof the Basel III Endgame washas beingsince rewrittenstalled, to,Fed amongVice otherChair things,for reduceSupervision Michelle Bowman commented in August 2025 that a revised Basel III Endgame is expected to be issued for public comment in early 2026, which the riskmarket weightsexpects to be more capital-neutral than the original proposal. On November 25, 2025, the Fed, OCC and FDIC jointly adopted a final rule to revise the enhanced supplementary leverage ratio for residentialglobally realsystemically estateimportant bank holding companies (“GSIBs”). The rule, which becomes effective April 1, 2026 and retailmay exposures,be extendadopted by banks subject to the scoperule ofas early as January 1, 2026, seeks to promote effective GSIB capital management and remove disincentives for banks to engage in low-risk activities, particularly in the reducedU.S. riskTreasury weightmarket. forThis certainshift low-riskis corporateexpected debt,to free up significant capital, allowing GSIBs greater discretion in asset allocation and eliminatepotentially thefostering minimumincreased haircutlending forand securitieseconomic financing transactions.activity.

Reworded

A change in or elimination of the guarantee structure of Agency MBSRMBS may increase our costs (if, for example, guarantee fees increase) or require us to change our investment strategy altogether. For example, the elimination of the guarantee structure of Agency MBSRMBS may cause us to change our investment strategy to focus on non-Agency MBS,RMBS, which in turn would require us to significantly increase our monitoring of the credit risks of our investments in addition to interest rate and prepayment risks.

Reworded

If prepayment rates are relatively low (due, in part, to the refinancing problems described above), lower long-term interest rates can increase the value of our Agency MBS.RMBS. This is because investors typically place a premium on assets with coupon/yields that are higher than coupon/yields available in the market. To the extent such securities pre-pay slower than would otherwise be the case, we benefit from an above market coupon/yield for longer, enhancing the return from the security. Although lower long-term interest rates may increase asset values in our portfolio, we may not be able to invest new funds in similarly yielding assets.

Reworded

If prepayment levels increase, the value of any of our Agency MBSRMBS that are carried at a premium to par that are affected by such prepayments may decline. This is because a principal prepayment accelerates the effective term of an Agency MBS,RMBS, which would shorten the period during which an investor would receive above-market returns (assuming the yield on the prepaid asset is higher than market yields). Also, prepayment proceeds may not be able to be reinvested in similar-yielding assets. Agency MBSRMBS backed by mortgages with high interest rates are more susceptible to prepayment risk because holders of those mortgages are most likely to refinance to a lower rate. If prepayment levels decrease, the value of any of our Agency MBSRMBS that are carried at a discount to par that are affected by such prepayments may increase. This is because a principal prepayment accelerates the effective term of an Agency MBS,RMBS, which would shorten the timeframe over which an investor would receive the principal of the underlying loans. Agency MBSRMBS backed by mortgages with low interest rates are less susceptible to prepayment risk because holders of those mortgages are less likely to refinance to a higher rate. IOs and IIOs, however, may be the types of Agency MBSRMBS most sensitive to increased prepayment rates. Because the holder of an IO or IIO receives no principal payments, the values of IOs and IIOs are entirely dependent on the existence of a principal balance on the underlying mortgages. If the principal balance is eliminated due to prepayment, IOs and IIOs essentially become worthless. Although increased prepayment rates can negatively affect the value of our IOs and IIOs, they have the opposite effect on POs. Because POs act like zero-coupon bonds, meaning they are purchased at a discount to their par value and have an effective interest rate based on the discount and the term of the underlying loan, an increase in prepayment rates would reduce the effective term of our POs and accelerate the yields earned on those assets, which would increase our net income.

Reworded

Higher long-term rates can also affect the value of our Agency MBS.RMBS. As long-term rates rise, rates available to borrowers also rise. This tends to cause prepayment activity to slow and extend the expected average life of mortgage cash flows. As the expected average life of the mortgage cash flows increases, coupled with higher discount rates, the value of Agency MBSRMBS declines. Some of the instruments we use to hedge our Agency MBSRMBS assets, such as interest rate futures, swaps and swaptions, are stable average life instruments. This means that to the extent we use such instruments to hedge our Agency MBSRMBS assets, our hedges may not adequately protect us from price declines,declines and therefore may negatively impact our book value. It is for this reason we use interest only securities in our portfolio. As interest rates rise, the expected average life of these securities increases, causing generally positive price movements as the number and size of the cash flows increase the longer the underlying mortgages remain outstanding. This makes interest only securities desirable hedge instruments for pass-throughPT Agency MBS.RMBS.

Reworded

Because we base our investment decisions on risk management principles rather than anticipated movements in interest rates, in a volatile interest rate environment we may allocate more capital to structured Agency MBSRMBS with shorter durations. We believe these securities have a lower sensitivity to changes in long-term interest rates than other asset classes. We may attempt to mitigate our exposure to changes in long-term interest rates by investing in IOs and IIOs, which typically have different sensitivities to changes in long-term interest rates than PT MBS,RMBS, particularly PT MBSRMBS backed by fixed-rate mortgages.

Reworded

We leverage our PT MBSRMBS portfolio and a portion of our structured Agency MBSRMBS with principal balances through the use of short-term repurchase agreement transactions. The interest rates on our debt are determined by the short termshort-term interest rate markets. Increases in the Fed Funds rate or SOFR typically increase our borrowing costs, which could affect our interest rate spread if there is no corresponding increase in the interest we earn on our assets. The impact of these increases would be most prevalent with respect to our Agency MBSRMBS backed by fixed rate mortgage loans because the interest rate on a fixed-rate mortgage loan does not change even though market rates may change.

Reworded

In order to protect our net interest margin against increases in short-term interest rates, we may enter into interest rate swaps, which economically convert our floating-rate repurchase agreement debt to fixed-rate debt or utilize other hedging instruments such as Fed Funds, SOFR, ERIS SOFR Swap, and T-Note futures contracts, dual digital options or interest rate swaptions.

Added

The fixed income markets have experienced a period of calm as 2025 came to close and we enter 2026. Interest rates have remained in a very tight range, implied interest rate volatility has continued the steady decline that began in April of 2025, and Agency RMBS performed well during the fourth quarter of 2025. Other sectors of the fixed income markets performed well during the fourth quarter as well, and spreads on investment grade corporate bonds reached levels not seen since 1998. Risk sentiment generally was quite strong during the quarter, and the S&P 500 generated a return of 2.3%. The government shutdown that started on October 1, 2025, and lasted until mid-November created a near complete data vacuum for the markets during the quarter. Once the government reopened it was several weeks before data for the quarter was available. Exacerbating the data shortage was the perception the data was of poor-quality owing to frequent and substantial revisions after the initial release. The market had limited means to gauge the strength of the economy. The Fed did lower the Fed Funds rate twice in the fourth quarter – in both cases by 25 basis points – and stated they had reached the upper end of what they deemed the range of neutral. However, owing to the lack of the most critical data on the labor market and inflation - and the fact that the data that was available did not indicate much had changed with the economy since the shutdown began – the Fed seems likely to hold rates steady for now until incoming data dictates otherwise. This seems especially likely to be the case as President Trump announced Kevin Warsh will replace current Chairman Powell in May, and the Fed is not likely to take meaningful policy steps just before a chairmanship transition.

Added

The Agency RMBS market generated a total return of 1.7% for the quarter, consistent with the solid returns for all sectors of the fixed income markets. The return for the Agency RMBS market versus comparable durations swaps, a proxy for returns for levered bond investors such as the Company, was 1.3%. During the fourth quarter, excess returns were generally even across the various 30-year coupons – with the 3.5% coupon being an outlier to the upside at 2.2%. The highest coupons, 6.0% and higher, lagged the returns of the rest of the coupon stack on an excess return basis, all between 0.5% and 0.9%.

Added

Looking forward, economic activity remains resilient and could strengthen as the stimulative components of the One Big Beautiful Bill Act, passed in mid-2025, start to impact the economy – lower tax withholding, capital expenditure expensing, less regulation, among other measures. The labor market still seems weak, although it is not deteriorating. Inflation remains sticky, still above the Fed’s target level of 2%, but there do not appear to be meaningful follow-through impacts from the tariffs introduced in 2025. Monetary policy may remain steady for the time being as well. If these conditions persist, interest rates are likely to remain stable, implied interest rate volatility subdued and risk assets, including Agency RMBS, will likely perform well. This outlook will change if interest rates move substantially in either direction, especially if the movement is towards higher rates, and interest rate implied volatility increases materially.

Removed

The outlook for the fixed income market pivoted early in the fourth quarter of 2024. As the third quarter came to an end, inflation was falling towards the Fed’s 2% target, the labor market was cooling as hiring levels moderated and the unemployment rate was slowly creeping higher, and the Fed had finally lowered the Fed Funds rate by 50 basis points. At the time, the market expected the Fed to lower the rate by over 200 basis points over the next 18 months. Beginning early in the fourth quarter, the incoming data turned. Readings on the labor market stabilized and hiring stopped slowing. The unemployment rate appeared to plateau, and most importantly, the decline in inflation rates previously in place seemed to lose momentum and inflation remained above the Fed’s 2% target level. In early November, the Republican party swept the U.S. national elections, and the new president has a very pro-growth agenda for the country. President Trump has stated that he favors using tariffs to shift domestic consumption away from imports and towards domestically produced goods. If successful, such a policy could ultimately support strong growth in domestic goods production and employment; however, it is likely to be a source of inflationary pressure in the short term, at a time when inflation is already too high.

Removed

As the economic outlook shifted, the Fed did lower the Fed Funds rate two more times during 2024 – by 25 basis points in each case. With the Fed Funds rate lowered by 100 basis points over the course of the quarter, the persistently strong economic outlook led to a dis-inversion of the yield curve between the Fed Funds rate and the 10-year U.S. Treasury Note, and between the 2-year U.S. Treasury Note and 10-year U.S. Treasury Note. The Agency MBS market generated negative total returns for the quarter and was one of the worst performing sectors of the fixed income markets. Returns for the Agency MBS market versus comparable durations swaps, a proxy for returns for levered bond investors such as the Company, were also negative, albeit far less so than the absolute returns. During the fourth quarter, the lowest coupon and longest duration securities generated the worst returns, and performance generally tracked these metrics as the highest coupon securities generated the best returns.

Removed

Looking forward, economic activity remains resilient if not strong, the labor market is quite healthy and inflation, while well off the peak seen in 2022, remains above the Fed’s 2% target. The Trump administration has rapidly implemented various policy objectives, and the process could pressure economic growth downward initially and inflation higher, as there remains considerable uncertainty regarding the ultimate impact of these actions on the economy.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-07 (period ending 2026-06-30) with 10-Q filed 2026-05-08 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

16new paragraphs
1removed paragraphs
0reworded paragraphs
34 → 685words in section

New heading “Our revenues are highly dependent on the level and performance of assets under management.”

New heading “We are subject to extensive regulation as an SEC-registered investment adviser.”

New heading “We owe fiduciary duties to our advisory clients, and conflicts of interest may arise in the ordinary course of business.”

New heading “Poor investment performance could cause clients to withdraw assets and harm our reputation.”

New heading “Our business depends substantially on key investment professionals and client relationships.”

New heading “The integration of the acquired investment advisory business may be more difficult, costly, or time-consuming than expected.”

New heading “We may be subject to litigation and regulatory examinations.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: litigation
“We may be subject to litigation and regulatory examinations.”
see in full comparison
New text topics: regulation
“We are subject to extensive regulation as an SEC-registered investment adviser.”
see in full comparison
New text
“The integration of the acquired investment advisory business may be more difficult, costly, or time-consuming than expected.”
see in full comparison
New text
“We owe fiduciary duties to our advisory clients, and conflicts of interest may arise in the ordinary course of business.”
see in full comparison
New text
“Our business depends substantially on key investment professionals and client relationships.”
see in full comparison
New text
“Poor investment performance could cause clients to withdraw assets and harm our reputation.”
see in full comparison
Full comparison: every changed paragraph (17)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Added

The risk factors set forth below are intended to address new risks arising from the Company's acquisition of TJIM and do not purport to be a comprehensive update of all risks facing the Company. This section is a supplement to, and should be read in conjunction with, the risk factors disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the "Annual Report"). The risk factors included in the Annual Report have not been updated to reflect developments occurring subsequent to the filing of the Annual Report, and investors should carefully consider the risk factors in the Annual Report in addition to the risk factors set forth below. The inclusion of risk factors in this Form 10-Q should not be taken as an indication that the Company intends to update or supplement the risk factors disclosed in the Annual Report in future Quarterly Reports on Form 10-Q.

Added

Our revenues are highly dependent on the level and performance of assets under management.

Added

A substantial portion of our revenues is derived from management fees calculated as a percentage of assets under management (“AUM”). Market declines, increased volatility, changes in interest rates, geopolitical events, inflationary pressures, economic downturns, or poor investment performance may reduce the value of client assets and decrease our revenues. In addition, client withdrawals, redemptions, or reallocations could materially reduce AUM and adversely affect our financial condition and results of operations.

Added

We are subject to extensive regulation as an SEC-registered investment adviser.

Added

Our investment advisory operations are subject to extensive federal and state regulation, including regulation by the SEC under the Investment Advisers Act of 1940. Compliance with these laws and regulations imposes significant operational, compliance, legal, and administrative costs. Failure to comply with applicable laws, rules, or fiduciary obligations could result in:

Added

Regulatory requirements may continue to increase, including in areas involving cybersecurity, private fund reporting, marketing practices, custody rules, ESG-related disclosures, valuation, anti-money laundering obligations, and the use of emerging technologies.

Added

We owe fiduciary duties to our advisory clients, and conflicts of interest may arise in the ordinary course of business.

Added

As an investment adviser, we are subject to fiduciary obligations that require us to act in the best interests of our clients. Actual, potential, or perceived conflicts of interest may arise among client accounts, proprietary funds, employees, affiliates, and other business activities. Although we maintain policies and procedures designed to identify and mitigate conflicts, there can be no assurance that such measures will be effective in all circumstances. Any failure to appropriately address conflicts could result in litigation, regulatory scrutiny, client dissatisfaction, or reputational harm.

Added

Poor investment performance could cause clients to withdraw assets and harm our reputation.

Added

Our ability to retain existing clients and attract new clients depends in part on investment performance and our reputation. Underperformance by our investment strategies relative to benchmarks or competitors may result in reduced inflows, increased redemptions, termination of advisory relationships, and reduced revenues.

Added

Our business depends substantially on key investment professionals and client relationships.

Added

Our success depends significantly on the continued service of our senior management team, portfolio managers, investment professionals, and relationship managers. Competition for qualified professionals in the asset management industry is intense. The loss of key personnel, failure to recruit qualified professionals, or disruptions in client relationships could adversely affect our business, financial condition, and results of operations.

Added

The integration of the acquired investment advisory business may be more difficult, costly, or time-consuming than expected.

Added

The integration of the acquired investment adviser involves operational, technological, compliance, personnel, and cultural challenges. We may incur greater-than-expected integration costs, fail to realize anticipated synergies, experience disruptions in operations, or lose clients or employees during the integration process.

Added

We may be subject to litigation and regulatory examinations.

Added

Investment advisers are routinely subject to regulatory examinations and may become involved in litigation, arbitration, or other proceedings relating to investment performance, fiduciary obligations, disclosure practices, valuation matters, trading activities, or other aspects of operations. Such matters may result in substantial costs, liabilities, reputational harm, and diversion of management attention.

Removed

There have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 13, 2026.

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

36new paragraphs
20removed paragraphs
43reworded paragraphs
9,687 → 10,666words in section

New heading “Recent Significant Events”

New heading “Asset Management Segment – TJIM”

New heading “Tom Johnson Investment Management, LLC”

New heading “Domestic Equity Market”

Removed heading “Factors that Affect our Results of Operations and Financial Condition”

Removed heading “Economic Net Interest Income”

Removed heading “Acquisition of TJIM”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: investigation, fine, regulation
“The Company has adopted compliance policies and supervisory procedures designed to address regulatory obligations and fiduciary standards applicable to registered investment advisers. Failure to comply with applicable laws and regulations could result in examinations, investigations, enforcement actions, censures, fines, reputational harm, restrictions on business activities, or the loss of advisory registrations.”
see in full comparison
Removed text topics: tariff, inflation, labor
“Economic developments during the first quarter of 2026 were, to a large extent, a continuation of 2025, with inflation stubbornly above the Fed’s target of 2%, the labor market stable, and growth and spending holding up. There was also considerable uncertainty surrounding the two primary focus points of the Fed – inflation and the labor market. The impact of tariffs implemented in 2025 had not materially impacted goods prices, and it was unclear whether they would, and to what extent. …”
see in full comparison
New text topics: inflation, interest rate, labor
“At the outset of 2026, there was uncertainty about how the risks facing the economy would ultimately drive Fed policy and the level of interest rates, with resulting impacts on risk assets and Agency RMBS. Inflation was elevated, but risks to the growth outlook were clearly present, creating a quandary for policy makers. This does not appear to be the case now. Growth has proven to be remarkably resilient, as has the labor market, and the growth of the economy is not a pressing concern for policy makers or markets. …”
see in full comparison
Removed text topics: israel, inflation, interest rate
“On February 28, 2026, the United States and Israel attacked Iran and began the current war that has materially disrupted the supply and production of oil in the Persian Gulf region, among other important commodities needed for the global economy. Financial markets immediately reflected higher interest rates, equity markets declined, and commodity prices rose, especially the price of oil, which jumped to over $100 per barrel. Markets initially expected the war to be brief and the disruptions to the supply of oil and market turmoil to end quickly. This has not proved to be the case. …”
see in full comparison
Reworded topics: liquidity, interest rate

Paragraph as it now reads, with added and removed wording marked:

On September 14, 2021, the U.S. Treasury and the FHFA suspended certain policy provisions in the Enterprise capital framework established in December 2020, including limits on loans acquired for cash consideration, multifamily loans, loans with higher risk characteristics and second homes and investment properties (the "September 2021 Provisions"). Effective April 26, 2022, the FHFA further amended this framework by, among other things, replacing the fixed leverage buffer equal to 1.5% of an Enterprise’s adjusted total assets with a dynamic leverage buffer equal to 50% of an Enterprise’s stability capital buffer, reducing the risk weight floor from 10% to 5%, and removing the requirement that the Enterprises must apply an overall effectiveness adjustment to their credit risk transfer exposures. On June 14, 2022, the Enterprises announced that they would each charge a 50 bps fee for commingled securities issued on or after July 1, 2022 to cover the additional capital required for such securities under the Enterprise capital framework, which was subsequently reduced on January 19, 2023 to 9.375 bps for commingled securities issued on or after April 1, 2023 to address industry concern that the fee posed a risk to the fungibility of the Uniform Mortgage-Backed Security and negatively impacted liquidity and pricing in the market for TBA securities. On November 30, 2023, the FHFA published a final rule, which became effective April 1, 2024, which reduced the risk weight and credit conversion factor for guarantees on commingled securities to 5% and 50%, respectively; replaced the current exposure methodology with the standardized approach for counterparty credit risk as the method for computing exposure and risk-weighted asset amounts for derivatives and cleared transactions; updated the credit score assumption to 680 for single-family mortgage exposures originated without a representative credit score; and introduced a risk weight of 20% for guarantee assets. On January 2, 2025, the U.S. Treasury and FHFA entered into a letter agreement deleting the September 2021 Provisions entirely, as well as providing additional guidance on the process for a potential end to the conservatorship of the Enterprises. Throughout 2025,2025 and early 2026, there was some speculation in the market regarding progress towards an end to the conservatorship, including through an initial public offering, but ano directivedefinitive byaction thehas Trumpbeen administrationtaken inand Januarymany 2026analysts thatbelieve additional capital is needed before the Enterprises purchasecan upsafely toexit $200 billion of Agency MBS from their accumulated cash reserves will increase the Enterprises’ balance sheets and exposure to mortgage risk and could make a near-term end to the conservatorship unlikely. The announcement of the directive, designed to increase liquidity and compress the spread between mortgage interest rates and the 10-year U.S. Treasury, had the intended effect of immediately and significantly increasing mortgage application volumes. The longer-term implications of this directive remain to be seen, with some analysts fearing a demand surge in home prices negating any affordability gains, systemic instability due to increased exposure to mortgage risk by the Enterprises, and volatility in the 10-year U.S. Treasury and mortgage interest spreads if the Fed decides to tighten monetary policy while the Trump administration is loosening it through the Enterprises. Further, the Enterprises are quickly approaching their regulatory asset caps, and it is unclear whether the FHFA will raise these caps to signal a long-term commitment to this directive or whether this is a limited intervention.conservatorship.
see in full comparison
Removed text topics: inflation, interest rate
“Interest rates have been range bound for several months going back approximately 12 months, with the range briefly expanding slightly during the first quarter of 2026 as a result of the Iranian war. Interest rate volatility, both realized and implied in interest rate options, has remained subdued outside of a temporary spike at the onset of the war in Iran. …”
see in full comparison
Full comparison: every changed paragraph (99)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Reworded

The following discussion of our consolidated financial condition, cash flows, and results of operations should be read in conjunction with the consolidated financial statements and notes to those statements included in Item 1 of this Form 10-Q. The discussion may contain certain forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth under “Risk Factors” in our most recent Annual Report on Form 10-K, our actual results may differ materially from those anticipated in such forward-looking statements. In addition, please see the section "Special Note Regarding Forward-Looking Statements" included at the beginning of this Form 10-Q.

Reworded

Bimini Capital Management, Inc., a Maryland corporation (“Bimini Capital” and, collectively with its subsidiaries, the “Company,” “we”, “us” or “our”) is a specialty finance company that operates in twothree business segments: (i) the asset management segment of Bimini Advisors, LLC (together with Bimini Advisors Holdings, LLC, “Bimini Advisors”) (serving as the external manager of Orchid Island Capital, Inc. (“Orchid”)), (ii) the asset management segment of Tom Johnson Investment Management, LLC (“TJIM”) (providing investment advisory and wealth management services to individuals, high-net-worth families, retirement plans, foundations, and institutions), and (iii) the investment portfolio segment (investing through our wholly owned subsidiary, Royal Palm Capital, LLC (collectively with its wholly owned subsidiaries, “Royal Palm”), in mortgage-backed securities (“MBS”) and Orchid Island Capital, Inc. (“Orchid”) common stock in our own portfolio,portfolio). (ii)See andNote serving14. asIn the externaltwo managersegments ofwhere Orchidwe which also investsinvest in MBS.MBS, Inin both cases, the principal and interest payments of these MBS are guaranteed by Fannie Mae, Freddie Mac or the Government National Mortgage Association (“Ginnie Mae” and, collectively with Fannie Mae and Freddie Mac, “GSEs”) and are backed primarily by single-family residential mortgage loans. We refer to these types of MBS as “Agency MBS.” Our portfolioinvestment strategy focuses on, and our portfolios primarily consistsconsist of traditional pass throughpass-through ("“PT"”) Agency MBS, such as mortgage pass-through certificates and collateralized mortgage obligations (“CMOs”) issued by the GSEs (“PT MBS”); and structured Agency MBS, such as interest only securities (“IOs”), inverse interest only securities (“IIOs”) and principal only securities (“POs”).

Added

Recent Significant Events

Added

On April 1, 2026, the Company completed the acquisition of an 80% ownership stake in TJIM. As a result of the acquisition, the Company expanded beyond investing in MBS securities solely and into investment management across equity, fixed income, and balanced strategies for individuals, high-net-worth families, retirement plans, foundations, and institutions. Unless stated otherwise, the financial information contained in this Item 2 regarding the results of operations and financial condition of TJIM take into account only the results of operations, financial condition, and performance of TJIM after April 1, 2026.

Added

The acquisition expanded the nature of the Company’s operations and revenue composition. Following the acquisition, a portion of the Company’s revenues is derived from recurring management fees based on assets under management ("AUM").

Added

Management believes the acquisition provides:

Added

Key Business Metrics

Added

Management monitors several operating metrics with respect to TJIM, including:

Added

Regulatory Environment

Added

As a result of the acquisition, the Company became subject to additional regulatory requirements applicable to SEC-registered investment advisers beyond just Bimini Advisors management of Orchid. Compliance with these regulations has increased operating complexity and may increase future compliance, legal, and administrative costs. These regulations govern, among other matters:

Added

The Company has adopted compliance policies and supervisory procedures designed to address regulatory obligations and fiduciary standards applicable to registered investment advisers. Failure to comply with applicable laws and regulations could result in examinations, investigations, enforcement actions, censures, fines, reputational harm, restrictions on business activities, or the loss of advisory registrations.

Removed

The Company’s operations are classified into two reportable segments: the investment portfolio segment and the asset management segment.

Removed

The investment portfolio segment includes the investment activities conducted at Bimini Capital’s wholly owned subsidiary, Royal Palm Capital, LLC (collectively with its wholly owned subsidiaries, “Royal Palm”). The investment portfolio segment receives revenue in the form of interest and dividend income on its investments. References to the general management of the Company’s portfolio of MBS refer to the operations of Royal Palm.

Removed

The asset management segment includes the arrangement by which the Company, through Bimini Advisors, LLC, an investment advisor registered with the SEC, serves as the external manager of Orchid. From this arrangement the Company receives management fees and expense reimbursements. Bimini Advisors, LLC is a wholly owned subsidiary of Bimini Advisors Holdings, LLC ("Holdings"), which is a wholly owned subsidiary of Royal Palm. Holdings and Bimini Advisors, LLC are collectively referred to as “Bimini Advisors.”

Removed

Factors that Affect our Results of Operations and Financial Condition

Removed

A variety of industry and economic factors may impact our results of operations and financial condition. These factors include:

Removed

In addition, a variety of factors directly relating to our business may also impact our results of operations and financial condition. These factors include:

Reworded

Described below are the Company’s results of operations for the six and three months ended MarchJune 31,30, 2026, as compared to the six and three months ended MarchJune 31,30, 2025.

Reworded

Consolidated net income attributable to Bimini stockholders for the threesix months ended MarchJune 31,30, 2026 was $0.8$1.2 million, or $0.08$0.12 basic and diluted income per share of Class A Common Stock, as compared to consolidated net income of $0.6 million, or $0.06 basic and diluted income per share of Class A Common Stock, for the threesix months ended MarchJune 31,30, 2025. The components of net income for the six and three months ended MarchJune 31,30, 2026 and 2025, along with the changes in those components are presented in the table below.

Removed

Economic Net Interest Income

Removed

We have two operating segments; (a) the asset management segment, which includes the investment advisory services provided by Bimini Advisors to Orchid and Royal Palm, and (b) the investment portfolio segment, which includes the investment activities conducted by Royal Palm.

Reworded

Segment information for the six and three months ended MarchJune 31,30, 2026 and 2025 is as follows:

Reworded

Asset Management Segment - Bimini Advisors/Orchid Island

Added

Asset Management Segment – TJIM

Added

TJIM is an SEC-registered investment adviser managing over $1.7 billion in regulatory assets under management across equity, fixed income, and balanced strategies. Operating as a fiduciary, TJIM provides discretionary portfolio management centered on fundamental research, high-quality security selection, and continuous risk oversight.

Added

TJIM delivers investment strategies through two primary operational channels. For direct advisory clients - including individuals, high-net-worth families, retirement plans, foundations, and institutions - TJIM constructs customized Separately Managed Accounts ("SMAs") paired with dedicated personal service. TJIM also serves as a trusted third-party asset manager on many of the industry’s prominent nationally distributed platforms, enabling financial advisors at broker-dealers, banks, insurance companies, and independent RIAs to complement their existing practices with TJIM’s time-tested strategies.

Added

TJIM is compensated primarily through asset-based management fees calculated as a percentage of assets under management. Backed by over four decades of investment experience, the firm’s disciplined approach supported positive growth in both regulatory assets under management and advisory revenues through the six-month period ending June 30, 2026.

Added

Management fees are generally calculated as a percentage of AUM and are affected by market conditions, investor inflows and outflows, investment performance, and client retention. Assets under management are influenced by market appreciation or depreciation, investor flows, investment performance, and changes in client allocations. Because advisory revenues are generally based on the value of client assets, declines in financial markets or sustained client withdrawals may adversely affect the Company’s revenues, operating margins, cash flows, and results of operations.

Added

TJIM competes with a broad range of financial institutions and investment managers, including registered investment advisers, alternative asset managers, wealth management firms, banks, broker-dealers, insurance companies, and other financial services providers. Competition is based on investment performance, reputation, service quality, distribution capabilities, personnel, product offerings, fees, and client relationships. TJIM’s business is dependent on the experience, judgment, and continued service of key investment professionals, portfolio managers, executives, and relationship personnel. The loss of key personnel or an inability to attract and retain qualified professionals could adversely affect investment performance, client retention, and future growth.

Added

The following table presents selected unaudited historical operating information of TJIM, including advisory AUM and advisory services revenue, for the periods indicated, including periods prior to April 1, 2026, the closing date of the TJIM Acquisition. This information is presented solely to provide investors with additional context regarding the historical operations of the acquired business. The information is not intended to represent, and should not be considered indicative of, the results of operations or financial position that would have been achieved had the acquisition occurred on an earlier date, nor is it necessarily indicative of the future results of the combined company.

Removed

Acquisition of TJIM

Removed

On April 1, 2026, the Company completed the acquisition of eighty percent of the membership interests of TJIM. At the time of the closing, TJIM had approximately $1.6 billion of assets under management across equity and fixed income markets. TJIM’s management agreements are diverse, covering individual accounts, sub-advisory agreements, and wrap programs. The existing owners of TJIM will retain an ownership interest in TJIM and Bimini intends to retain its current staff and investment management team. The transaction is intended to transition Bimini into a pure asset management firm with a more diverse mix of assets under its respective management teams.

Removed

Now that the acquisition of TJIM is completed, the composition of the Company’s business will change both from the perspective of how its capital is deployed and how it reports its results for its operating segments. The acquisition of an 80% ownership interest in TJIM required the deployment of a significant portion of the Company’s capital, including most of the capital currently deployed into the investment portfolio, with the exception of shares of Orchid. The results of TJIM going forward should represent a significant portion of the Company’s aggregate results. If the Company is able to generate and retain earnings going forward, the Company expects that such funds will be deployed into an Agency MBS investment portfolio, in which case they are expected to be managed more conservatively in terms of the amount of leverage employed when compared to leverage employed by the Company historically. Given the Company’s intention to retain ownership of shares of Orchid, the Company’s operating segments will consist of the management of Orchid, the controlling stake in the operations of TJIM, and to a lesser extent its investment portfolio, for a total of three reportable segments.

Reworded

During the threesix months ended MarchJune 31,30, 2026, we generated $0.5$0.6 million of net portfolio interest income, consisting of $1.2$1.4 million of interest income from MBS assets offset by $0.7$0.8 million of interest expense on repurchase liabilities. For the comparable period ended MarchJune 31,30, 2025, we generated $0.4$0.8 million of net portfolio interest income, consisting of $1.7$3.3 million of interest income from MBS assets offset by $1.3$2.5 million of interest expense on repurchase liabilities. The $0.58$1.9 million decrease in interest income was due to a $69.2$83.7 million decrease in average MBS holdings, offset by a 314263 basis point ("bp") increase in yields. There was a $0.6$1.7 million decrease in interest expense for the threesix months ended MarchJune 31,30, 2026 that was due to a $66.1$79.8 million decrease in average repurchase liabilities, offset by a 10671 bp increase in cost of funds.

Added

During the three months ended June 30, 2026, we generated $0.1 million of net portfolio interest income, consisting of $0.3 million of interest income from MBS assets offset by $0.2 million of interest expense on repurchase liabilities. For the comparable period ended June 30, 2025, we generated $0.4 million of net portfolio interest income, consisting of $1.6 million of interest income from MBS assets offset by $1.2 million of interest expense on repurchase liabilities. The $1.3 million decrease in interest income was due to a $98.3 million decrease in average MBS holdings, offset by a 73 bp increase in yields. There was a $1.1 million decrease in interest expense for the three months ended June 30, 2026 that was due to a $93.5 million decrease in average repurchase liabilities, offset by a 56 bp decrease in cost of funds.

Reworded

Our economic interest expense on repurchase liabilities for the six months ended June 30, 2026 and 2025 was $0.7 million and $2.3 million, respectively, resulting in $0.7 million and $1.0 million of economic net portfolio interest income, respectively. Our economic interest expense on repurchase liabilities for the three months ended MarchJune 31,30, 2026 and 2025 was $0.6$0.1 million and $1.2$1.1 million, respectively, resulting in $0.5$0.2 million and $0.5 million of economic net portfolio interest income, respectively.

Reworded

The tables below provide information on our portfolio average balances, interest income, yield on assets, average repurchase agreement balances, interest expense, cost of funds, net interest income and net interest rate spread for the threesix months ended MarchJune 31,30, 2026 and 2025 and each quarter in 2026 and 2025 on both a GAAP and economic basis.

Reworded

Since all of our repurchase agreements are short-term, changes in market rates have a more immediate impact on our interest expense. Our average cost of funds calculated on a GAAP basis was 19020 bps above the average one-month SOFR and 16916 bps above the average six-month SOFR for the quarter ended MarchJune 31,30, 2026. Our average economic cost of funds was 129195 bps abovebelow the average one-month SOFR and 108199 bps abovebelow the average six-month SOFR for the quarter ended MarchJune 31,30, 2026. The average term to maturity of the outstanding repurchase agreements was 1722 days at MarchJune 31,30, 2026, compared to 31 days at December 31, 2025. The tables below present the average outstanding balances under our repurchase agreements, interest expense and average economic cost of funds, and average one-month and six-month SOFR rates for each quarter in 2026 and 2025, on both a GAAP and economic basis.

Reworded

We owned 569,071 shares of Orchid common stock throughout each of the six months ended June 30, 2026 and 2025. Orchid paid total dividends of $0.66 per share and $0.72 per share during the six months ended June 30, 2026 and 2025, respectively, resulting in dividend income of approximately $0.4 million in each period. We owned 569,071 shares of Orchid common stock throughout each of the three months ended MarchJune 31,30, 2026 and 2025. Orchid paid total dividends of $0.30 per share and $0.36 per share during both the three months ended MarchJune 31,30, 2026 and 2025, resulting in dividend income of approximately $0.2 million in each period.

Reworded

The junior subordinated debt securities paid interest at a floating rate. The interest rate is the CME Term SOFR on the applicable reset date plus the tenor spread adjustment of 0.26161% plus the coupon spread of 3.50%. Interest expense on our junior subordinated debt securities was $1.0 million and $1.1 million for the six months ended June 30, 2026 and 2025, respectively. The average rate of interest paid for the six months ended June 30, 2026 was 7.45% compared to 8.09% for the comparable period in 2025. Interest expense on our junior subordinated debt securities was $0.5 million and $0.5 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The average rate of interest paid for the three months ended MarchJune 31,30, 2026 was 7.48%7.43% compared to 8.11%8.06% for the comparable period in 2025.

Reworded

Gains or Losses and Other Income - Investment Portfolio Segment

Reworded

The table below presents our gains or losses and other income for the six and three months ended MarchJune 31,30, 2026 and 2025.

Reworded

We invest in MBS with the intent to earn net income from the realized yield on those assets over their related funding and hedging costs, and not for the purpose of making short term gains from trading in these securities. However, we have sold, and may sell in the future, existing assets to acquire new assets, which our management believes might have higher risk-adjusted returns in light of current or anticipated interest rates, federal government programs or general economic conditions or to manage our balance sheet as part of our asset/liability management strategy. During the threesix months ended MarchJune 31,30, 2026,2026 and 2025, we received proceeds totaling $68.6 million and $9.8 million, respectively, from the sales of MBS. We did not sell any MBS during the three months ended March 31, 2025.

Reworded

For the six and three months ended MarchJune 31,30, 2026, our total operating expenses were approximately $3.7$8.6 million and $4.9 million, respectively, compared to $2.9$5.7 million and $2.8 million for the six and three months ended MarchJune 31,30, 2025, respectively, as detailed in the table below.

Added

Approximately $0.7 million of the increase in compensation and related benefits for the six and three month periods ended June 30, 2026, was attributable to additional personnel associated with the TJIM Acquisition. Amortization expense for the six and three month periods ended June 30, 2026, primarily reflects the amortization of identifiable intangible assets recognized in connection with the TJIM Acquisition.

Reworded

We recorded income tax provisions for the threesix months ended MarchJune 31,30, 2026 and 2025 of approximately $0.2$1.5 million and $0.2 million, respectively, on consolidated pre-tax book income of $1.0$2.8 million and $0.7$0.8 million, respectively. We recorded income tax provisions for the three months ended June 30, 2026 and 2025 of approximately $1.3 million and $0.01 million, respectively, on consolidated pre-tax book income of $1.8 million and $0.05 million, respectively. The Company uses the discrete-period computation method for determining its income tax provision. Our income tax provision could beis affected by numerous factors, including non-deductible expenses, the projected utilization of net operating loss carryovers and changes in our deferred tax assets and liabilities and their valuations, and can result in significant variations in the customary relationship between pretax income and income tax expense. During the three months ended June 30, 2026, the Company reassessed the realizability of its deferred tax assets in connection with the acquisition of TJIM. As a result of this reassessment, the Company recorded an increase in its valuation allowance and a corresponding increase in income tax expense of approximately $1.1 million.

Reworded

Mortgage-Backed Securities - Investment Portfolio Segment

Reworded

As of MarchJune 31,30, 2026, our MBS portfolio consisted of $16.1$16.0 million of agency or government MBS at fair value and had a weighted average coupon of 5.35%. During the threesix months ended MarchJune 31,30, 2026, we received principal repayments of $3.6$3.7 million compared to $2.9$6.2 million for the comparable period ended MarchJune 31,30, 2025. The average prepayment speeds for the quarters ended MarchJune 31,30, 2026 and 2025 were 2.9%8.1% and 7.3%,9.9%, respectively.

Reworded

The following tables summarize certain characteristics of our PT MBS and structured MBS as of MarchJune 31,30, 2026 and December 31, 2025:

Reworded

As of MarchJune 31,30, 2026, the Company's portfolio had an effective duration of 3.483,3.495, indicating that an interest rate increase of 1.0% would be expected to cause a 3.483%3.495% decrease in the value of the MBS in our investment portfolio. As of December 31, 2025, the Company's portfolio had an effective duration of 2.229, indicating that an interest rate increase of 1.0% would be expected to cause a 2.229% decrease in the value of the MBS in our investment portfolio. These figures do not include the effect of our funding cost hedges. Effective duration quotes for individual investments are obtained from The Yield Book, Inc.

Reworded

The following sensitivity analysis shows the estimated impact on the fair value of our interest rate-sensitive investments and hedge positions as of MarchJune 31,30, 2026, assuming rates instantaneously fall 200 bps, fall 100 bps and rise 100 bps, adjusted to reflect the impact of convexity, which is the measure of the sensitivity of our hedge positions and Agency MBS’ effective duration to movements in interest rates.

Reworded

As of MarchJune 31,30, 2026, we had established borrowing facilities in the repurchase agreement market with a number of commercial banks and other financial institutions and had borrowings in place with three of these counterparties. We believe these facilities provide borrowing capacity in excess of our needs. None of these lenders are affiliated with us. These borrowings are secured by our MBS.

Reworded

As of MarchJune 31,30, 2026, we had obligations outstanding under the repurchase agreements of approximately $15.2$15.0 million with a net weighted average borrowing cost of 3.79%.3.76%. The remaining maturity of our outstanding repurchase agreement obligations ranged from 13 to 2342 days, with a weighted average maturity of 1722 days. Securing the repurchase agreement obligation as of MarchJune 31,30, 2026 are MBS with an estimated fair value, including accrued interest, of $16.0$15.9 million. Through MayAugust 7,6, 2026, we have been able to maintain our repurchase facilities with comparable terms to those that existed at MarchJune 31,30, 2026 with maturities through MayAugust 26,31, 2026.

Reworded

Liquidity is our ability to turn non-cash assets into cash to fund our operations and to meet our obligations in both the short-term (one year or less) and long-term (greater than one year). Our material cash requirements include theour purchaseoperating ofexpenses, additionalsuch investments,as repaypayroll principalfor our employees, our professional fees such as legal and interestaccounting, onservicing repurchaseour agreementsdebt andobligations, long-termsuch as our trust preferred debt (see Note 78 to the consolidated financial statements for more information related to the timing of principal payments and maturities of our long-term debt.), fundthe overheadpurchase of additional investments, the repayment of principal and fulfillinterest on repurchase agreements, and the fulfillment of margin calls. We have both internal and external sources of liquidity. However, ourOur material unused sources of liquidity include cash balances, unencumbered assets and our ability to sell encumbered assets to raise cash. Our balance sheet also generates liquidity on an on-going basis through payments of principal and interest we receive on our MBS portfolio and dividends we receive on our investment in Orchid common stock.

Reworded

Our internal sources of liquidity include our cash balances, unencumberedas assetswell as the collection of management fees and ourother abilityfees related to liquidate our encumberedadvisory securityservices holdings. Our balance sheet also generates liquidity on an ongoing basis throughsegments. payments of principal and interest we receive on our MBS portfolio and dividends we receive on our investment in Orchid common stock. We also possess unencumbered RMBS assets and the ability to liquidate our encumbered security holdings.

Reworded

WeWhile employour investment portfolio employs a much lower portion of our capital, the management of the portfolio relies on a hedging strategy that typically involves taking short positions in T-Note and SOFR futures, TBAs"to-be-announced" ("TBA") securities or other instruments. When the market causes these short positions to decline in value we are required to meet margin calls with cash. This can reduce our liquidity position to the extent other securities in our portfolio move in price in such a way that we do not receive enough cash through margin calls to offset the futures or TBA short positions related margin calls. If this were to occur in sufficient magnitude, the loss of liquidity might force us to reduce the size of the levered portfolio, pledge additional structured securities to raise funds or risk operating the portfolio with less liquidity.

Removed

We invest a portion of our capital in structured MBS. We generally do not apply leverage to this portion of our portfolio. The leverage inherent in structured securities replaces the leverage obtained by acquiring PT securities and funding them in the repo market. This structured MBS strategy has been a core element of the Company’s overall investment strategy since 2008. However, we have and may continue to pledge a portion of our structured MBS in order to raise our cash levels, but generally will not pledge these securities in order to acquire additional assets.

Reworded

In future periods, we expect to continue to finance our activities through repurchase agreements and through revenues from our advisory services business. As of MarchJune 31,30, 2026, we had cash and cash equivalents of $16.4$6.5 million. We generated cash flows of $5.0$5.3 million from principal and interest payments on our MBS portfolio and had average repurchase agreements outstanding of $50.3$32.7 million during the threesix months ended MarchJune 31,30, 2026. In addition, during the threesix months ended MarchJune 31,30, 2026, we received approximately $5.1$10.2 million in management fees and expense reimbursements as manager of Orchid and approximately $0.2$0.4 million in dividends from our investment in Orchid common stock.

Reworded

At MarchJune 31,30, 2026, we had no material commitments for capital expenditures.

Reworded

Orchid reported a net lossincome for the firstsecond quarter of 2026 of $20.2$89.2 million, or $0.11$0.44 per share and its shareholders equity increased from $1.372$1.392 billion to $1.392$1.441 billion. During the firstsecond quarter, market conditions were not asgenerally favorable for levered MBS investors as the fourth quarter of 2025 or most of 2025.investors. Orchid reported gains on hedge instruments of $46.3$62.4 million and realized and unrealized losses on its MBS portfolio of $115.9$26.4 million, which together resulted in lossesgains of $69.6$36.0 million. Orchid is obligated to reimburse Bimini for direct expenses paid on its behalf as well as Orchid’s pro-rata share of overhead expenses as defined in the management agreement. As a stockholder of Orchid, we will also continue to share in distributions, if any, paid by Orchid to its stockholders. Our operating results are also impacted by changes in the market value of our holdings of Orchid common shares, although these market value changes do not impact our cash flowsflow from Orchid.

Showing the first 60 of 99 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

BMNM insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 2 Form 4 filings (1 insider, 2 trade dates, 10,500 shares, about $9.5K) and open-market sales in 0 filings. Net open-market shares: 10,500 (purchases minus sales); net value about $9.5K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2025-06-06Dwyer Robert J
Director, 10% owner
Open-market purchase 5,000$0.88 $4.4K1,369,209 SEC
2025-01-17Dwyer Robert J
Director, 10% owner
Open-market purchase 5,500$0.93 $5.1K1,358,709 SEC

Well-known investors holding BMNM (13F)

None of the 59 investors we track reported a position in their latest 13F.

Coming soon: email alerts when BMNM files, watchlists and downloadable comparisons.