false 0001518621 0001518621 2021-12-09 2021-12-09
 
 
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
 
DC 20549
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):
December 9, 2021
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 8.01.
 
Other Events.
On December
 
9, 2021,
 
Orchid Island
 
Capital, Inc.
 
(the “Company”)
 
announced that
 
the Board
 
of Directors
 
of the
 
Company
declared a dividend
 
for the month
 
of December 2021
 
of $0.065 per
 
share of the
 
Company’s common stock to
 
be paid on
 
January
27, 2022 to
 
holders of record on
 
December 31, 2021, with
 
an ex-dividend date of
 
December 30, 2021. In
 
addition, the Company
announced certain
 
details of
 
its RMBS portfolio
 
as of
 
November 30,
 
2021 as
 
well as
 
certain other
 
information regarding
 
the
Company.
 
The Company
 
also announced
 
the Board’s
 
approval on
 
December 9,
 
2021 of
 
an increase
 
to its
 
previously
 
announced stock
repurchase program
 
(the "Repurchase
 
Program") for
 
up to an
 
additional 16,861,994
 
shares of the
 
Company's common
 
stock,
which results in
 
a total authorization
 
under the Repurchase
 
Program for up
 
to 17,699,305 shares,
 
representing approximately
10%
 
of
 
the
 
Company's
 
currently
 
outstanding
 
shares
 
of
 
common
 
stock.
 
As
 
part
 
of
 
the Repurchase
 
Program,
 
shares
 
may
 
be
purchased
 
in
 
open
 
market
 
transactions,
 
including
 
through
 
block
 
purchases,
 
through
 
privately
 
negotiated
 
transactions,
 
or
pursuant to any
 
trading plan that may
 
be adopted in accordance
 
with Rule 10b5-1
 
of the Securities Exchange
 
Act of 1934, as
amended (the "Exchange Act"). Open market repurchases will be
 
made in accordance with Exchange Act Rule 10b-18, which
sets certain restrictions on the method,
 
timing, price and volume of open
 
market stock repurchases. The timing,
 
manner, price
and amount of any repurchases
 
will be determined by the
 
Company in its discretion and
 
will be subject to
 
economic and market
conditions, stock
 
price, applicable
 
legal requirements
 
and other
 
factors. The
 
authorization does
 
not obligate
 
the Company
 
to
acquire
 
any
 
particular
 
amount
 
of
 
common
 
stock,
 
and
 
the
 
Repurchase
 
Program
 
may
 
be
 
suspended
 
or
 
discontinued
 
at
 
the
Company's discretion without prior notice. The Repurchase Program
 
has no termination date.
A copy of
 
the Company’s press release announcing the
 
dividend, the other information
 
regarding the Company and
 
the increase
in the size of the Repurchase Program is attached hereto as Exhibit 99.1
 
and incorporated herein by this reference.
Caution About Forward-Looking Statements.
 
This Current Report on Form 8-K contains forward-looking statements within
 
the meaning of the Private Securities Litigation
Reform
 
Act
 
of
 
1995
 
and
 
other
 
federal
 
securities
 
laws,
 
including,
 
but
 
not
 
limited
 
to,
 
statements
 
about
 
the
 
Company’s
distributions and Repurchase Program. These forward-looking statements are based upon the Company’s present expectations,
but the Company
 
cannot assure investors
 
that actual results
 
will not vary
 
from the expectations
 
contained in the
 
forward-looking
statements. Investors
 
should not
 
place undue
 
reliance upon
 
forward looking
 
statements. For
 
further discussion
 
of the
 
factors
that could affect
 
outcomes, please refer
 
to the “Risk
 
Factors” section of
 
the Company's Annual
 
Report on Form
 
10-K for the
fiscal year ended December 31,
 
2020. All forward-looking statements speak
 
only as of the date on which
 
they are made. New
risks
 
and
 
uncertainties
 
arise
 
over
 
time, and
 
it is
 
not possible
 
to
 
predict
 
those events
 
or how
 
they
 
may
 
affect
 
the Company.
Except
 
as required
 
by law,
 
the
 
Company
 
is not
 
obligated
 
to, and
 
does not
 
intend
 
to,
 
update or
 
revise
 
any
 
forward-looking
statements, whether as a result of new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d)
 
Exhibits
Exhibit No.
Description
99.1
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: December 9, 2021
 
ORCHID ISLAND CAPITAL,
 
INC.
By:
/s/ Robert E. Cauley
Robert E. Cauley
Chairman and Chief Executive Officer