false 0001518621 0001518621 2025-02-14 2025-02-14
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
--12-31
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): February 14, 2025
 
Orchid Island Capital, Inc.
(Exact Name of Registrant as Specified in Charter)
 
Maryland
001-35236
27-3269228
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
3305 Flamingo Drive, Vero Beach, Florida 32963
(Address of Principal Executive Offices) (Zip Code)
 
Registrant’s telephone number, including area code (772) 231-1400
 
N/A
(Former Name or Former Address, if Changed Since Last Report)
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class:
Trading symbol:         
Name of each exchange on which registered:
Common Stock, par value $0.01 per share
ORC
NYSE
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
 
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On February 13, 2025, Orchid Island Capital, Inc. (the “Company”) filed articles of amendment to the Company’s charter to increase the number of authorized shares of stock of the Company from 120,000,000 shares to 220,000,000 shares, consisting of 200,000,000 shares of common stock, $0.01 par value per share, and 20,000,000 shares of preferred stock, $0.01 par value per share (the “Charter Amendment”). The Charter Amendment became immediately effective upon filing.
 
The Charter Amendment is attached hereto as Exhibit 3.1.
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit No.
  
Description
 
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
Signatures
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: February 14, 2025
 
 ORCHID ISLAND CAPITAL, INC.
   
   
 
By:
/s/ Robert E. Cauley
   
Robert E. Cauley
   
Chairman and Chief Executive Officer
 
 

Exhibit 3.1

 

 

 

ORCHID ISLAND CAPITAL, INC.

 

ARTICLES OF AMENDMENT

 

 

ORCHID ISLAND CAPITAL, INC., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

 

 

 

FIRST: The Corporation desires to, and does hereby, amend its charter as currently in effect (the “Charter”) pursuant to Section 2-105(a)(13) of the Maryland General Corporation Law (the “MGCL”) to replace Section 6.1 of the Charter with the following:

 

 

 

“Section 6.1 Authorized Shares. The Corporation has authority to issue 220,000,000 shares of stock, consisting of 200,000,000 shares of common stock, $0.01 par value per share (“Common Stock”), and 20,000,000 shares of preferred stock, $0.01 par value per share (“Preferred Stock”). The aggregate par value of all authorized shares of stock having par value is $2,200,000. If shares of one class of stock are classified or reclassified into shares of another class of stock pursuant to Section 6.2, 6.3 or 6.4 of this Article VI, the number of authorized shares of the former class shall be automatically decreased and the number of shares of the latter class shall be automatically increased, in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of stock of all classes that the Corporation has authority to issue shall not be more than the total number of shares of stock set forth in the first sentence of this paragraph. The Board of Directors, with the approval of a majority of the entire Board of Directors and without any action by the stockholders of the Corporation, may amend the Charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue.”

 

 

 

SECOND: The amendment to the Charter as set forth in these Articles of Amendment has been duly approved by a majority of the entire Board of Directors of the Corporation without action by the stockholders of the Corporation, as permitted by Section 2-105(a)(13) of the MGCL and Article VI, Section 6.1 of the Charter.

 

 

 

THIRD: The total number of shares of stock which the Corporation had authority to issue immediately prior to this amendment was 120,000,000, consisting of 100,000,000 shares of Common Stock, $0.01 par value per share, and 20,000,000 shares of Preferred Stock, $0.01 value per share. The aggregate par value of all authorized shares of stock having par value was $1,200,000.

 

 

 

FOURTH: The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment of the Charter is 220,000,000, consisting of 200,000,000 shares of Common Stock, $0.01 par value per share, and 20,000,000 shares of Preferred Stock, $0.01 value per share. The aggregate par value of all authorized shares of stock having par value is $2,200,000.

 

FIFTH: The undersigned President and Chief Executive Officer of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters and facts required to be verified under oath, the undersigned President and Chief Executive Officer of the Corporation acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

 

 

 

[SIGNATURE PAGE FOLLOWS]

 

 
 

 

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by the President and Chief Executive Officer of the Corporation and attested to by the Secretary of the Corporation on this 12th day of February, 2025.

 

 

 

ATTEST:

ORCHID ISLAND CAPITAL, INC.
     

/s/ George H. Haas, IV

  

By:

/s/ Robert E. Cauley

George H. Haas, IV

  

Robert E. Cauley

Secretary

  

President and Chief Executive Officer

 

 
v3.25.0.1
Document And Entity Information
Feb. 14, 2025
Document Information [Line Items]  
Entity, Registrant Name Orchid Island Capital, Inc.
Current Fiscal Year End Date --12-31
Document, Type 8-K
Document, Period End Date Feb. 14, 2025
Entity, Incorporation, State or Country Code MD
Entity, File Number 001-35236
Entity, Tax Identification Number 27-3269228
Entity, Address, Address Line One 3305 Flamingo Drive
Entity, Address, City or Town Vero Beach
Entity, Address, State or Province FL
Entity, Address, Postal Zip Code 32963
City Area Code 772
Local Phone Number 231-1400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol ORC
Security Exchange Name NYSE
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001518621
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