Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
ORCHID ISLAND CAPITAL, INC.
CONDENSED BALANCE SHEETS
($ in thousands, except per share data)
(Unaudited)
September 30,
December 31,
2025
2024
ASSETS:
Mortgage-backed securities, at fair value (includes pledged assets of $ 8,319,938 and $ 5,209,068 , respectively)
$ 8,356,080 $ 5,253,310
U.S. Treasury securities, available-for-sale (amortized cost of $ 125,367 and $ 100,412 ; includes pledged assets of $ 125,440 and $ 100,551 , respectively)
125,440 100,551
Cash and cash equivalents
583,887 309,330
Restricted cash
33,321 25,723
Accrued interest receivable
39,353 23,044
Derivative assets
548 9,277
Other assets
405 392
Total Assets
$ 9,139,034 $ 5,721,627
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Repurchase agreements
$ 8,006,978 $ 5,025,543
Dividends payable
17,815 9,940
Derivative liabilities
2,949 332
Accrued interest payable
22,234 10,750
Due to affiliates
1,498 1,167
Other liabilities
1,471 5,395
Total Liabilities
8,052,945 5,053,127
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $ 0.01 par value; 20,000,000 shares authorized; no shares issued and outstanding as of September 30, 2025 and December 31, 2024
- -
Common Stock, $ 0.01 par value; 200,000,000 shares authorized, 148,239,401 shares issued and outstanding as of September 30, 2025 and 82,622,464 shares issued and outstanding as of December 31, 2024
1,482 826
Additional paid-in capital
1,371,337 1,010,306
Accumulated deficit
( 287,149 ) ( 342,771 )
Accumulated other comprehensive income
419 139
Total Stockholders' Equity
1,086,089 668,500
Total Liabilities and Stockholders' Equity
$ 9,139,034 $ 5,721,627
See Notes to Financial Statements
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ORCHID ISLAND CAPITAL, INC.
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
For the Nine and Three Months Ended September 30, 2025 and 2024
($ in thousands, except per share data)
Nine Months Ended September 30,
Three Months Ended September 30,
2025
2024
2025
2024
Interest income
$
281,813
$
169,581
$
108,434
$
67,646
Interest expense
( 212,027
)
( 172,428
)
( 81,515
)
( 67,306
)
Net interest income (expense)
69,786
( 2,847
)
26,919
340
Realized (losses) gains on mortgage-backed securities
( 9,288
)
510
-
510
Unrealized gains on mortgage-backed securities
146,504
73,699
59,372
161,564
Losses on derivative and other hedging instruments
( 136,717
)
( 26,858
)
( 8,772
)
( 140,825
)
Net portfolio income
70,285
44,504
77,519
21,589
Expenses:
Management fees
9,023
6,867
3,294
2,449
Allocated overhead
2,077
1,967
887
637
Incentive compensation
242
470
221
269
Directors' fees and liability insurance
1,006
1,015
334
343
Audit, legal and other professional fees
1,053
1,065
300
269
Direct REIT operating expenses
783
564
309
216
Other administrative
479
439
96
86
Total expenses
14,663
12,387
5,441
4,269
Net income
$
55,622
$
32,117
$
72,078
$
17,320
Unrealized gains on U.S. Treasury securities measured at fair value through other comprehensive net income
280
38
94
48
Comprehensive net income
$
55,902
$
32,155
$
72,172
$
17,368
Basic and diluted net income per share
$
0.48
$
0.53
$
0.53
$
0.24
Weighted Average Shares Outstanding
115,574,062
60,700,959
136,368,958
72,377,373
See Notes to Financial Statements
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ORCHID ISLAND CAPITAL, INC.
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
For the Nine Months Ended September 30, 2025 and 2024
(in thousands)
Accumulated
Other
Additional
Retained
Comprehensive
Common Stock
Paid-in
Earnings
Income
Shares
Par Value
Capital
(Deficit)
(Loss)
Total
Balances, January 1, 2025
82,622
$
826
$
1,010,306
$
( 342,771
)
$
139
$
668,500
Net income
-
-
-
17,122
-
17,122
Unrealized gain on available-for-sale securities
-
-
-
-
250
250
Cash dividends declared ($0.36 per share)
-
-
( 35,729
)
-
-
( 35,729
)
Stock based awards and amortization
23
-
313
-
-
313
Issuance of common stock pursuant to public offerings, net
25,142
252
205,172
-
-
205,424
Balances, March 31, 2025
107,787
$
1,078
$
1,180,062
$
( 325,649
)
$
389
$
855,880
Net loss
-
-
-
( 33,578
)
-
( 33,578
)
Unrealized loss on available-for-sale securities
-
-
-
-
( 64
)
( 64
)
Cash dividends declared ($0.36 per share)
-
-
( 42,635
)
-
-
( 42,635
)
Stock based awards and amortization
9
-
201
-
-
201
Issuance of common stock pursuant to public offerings, net
19,884
199
139,217
-
-
139,416
Shares repurchased and retired
( 1,113
)
( 11
)
( 7,249
)
-
-
( 7,260
)
Balances, June 30, 2025
126,567
$
1,266
$
1,269,596
$
( 359,227
)
$
325
$
911,960
Net income
-
-
-
72,078
-
72,078
Unrealized gain on available-for-sale securities
-
-
-
-
94
94
Cash dividends declared ($0.36 per share)
-
-
( 50,588
)
-
-
( 50,588
)
Stock based awards and amortization
7
-
200
-
-
200
Issuance of common stock pursuant to public offerings, net
21,665
216
152,129
-
-
152,345
Balances, September 30, 2025
148,239
$
1,482
$
1,371,337
$
( 287,149
)
$
419
$
1,086,089
See Notes to Financial Statements
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ORCHID ISLAND CAPITAL, INC.
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
For the Nine Months Ended September 30, 2025 and 2024
(in thousands)
Accumulated
Other
Additional
Retained
Comprehensive
Common Stock
Paid-in
Earnings
Income
Shares
Par Value
Capital
(Deficit)
(Loss)
Total
Balances, January 1, 2024
51,636
$
516
$
849,845
$
( 380,433
)
$
17
$
469,945
Net income
-
-
-
19,776
-
19,776
Unrealized loss on available-for-sale securities
-
-
-
-
( 47
)
( 47
)
Cash dividends declared ($0.36 per share)
-
-
( 18,724
)
-
-
( 18,724
)
Stock based awards and amortization
33
-
350
-
-
350
Issuance of common stock pursuant to public offerings, net
1,490
15
13,094
-
-
13,109
Shares repurchased and retired
( 333
)
( 3
)
( 2,775
)
-
-
( 2,778
)
Balances, March 31, 2024
52,826
$
528
$
841,790
$
( 360,657
)
$
( 30
)
$
481,631
Net loss
-
-
-
( 4,979
)
-
( 4,979
)
Unrealized gain on available-for-sale securities
-
-
-
-
37
37
Cash dividends declared ($0.36 per share)
-
-
( 21,690
)
-
-
( 21,690
)
Stock based awards and amortization
8
-
235
-
-
235
Issuance of common stock pursuant to public offerings, net
11,990
120
100,578
-
-
100,698
Balances, June 30, 2024
64,824
$
648
$
920,913
$
( 365,636
)
$
7
$
555,932
Net income
-
-
-
17,320
-
17,320
Unrealized gain on available-for-sale securities
-
-
-
-
48
48
Cash dividends declared ($0.36 per share)
-
-
( 26,887
)
-
-
( 26,887
)
Stock based awards and amortization
8
-
232
-
-
232
Issuance of common stock pursuant to public offerings, net
13,314
134
109,757
-
-
109,891
Shares repurchased and retired
( 63
)
( 1
)
( 511
)
-
-
( 512
)
Balances, September 30, 2024
78,083
$
781
$
1,003,504
$
( 348,316
)
$
55
$
656,024
See Notes to Financial Statements
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ORCHID ISLAND CAPITAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Nine Months Ended September 30, 2025 and 2024
($ in thousands)
2025
2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$
55,622
$
32,117
Adjustments to reconcile net income to net cash provided by operating activities:
Stock based compensation
135
334
Net discount accretion on U.S. Treasury securities
( 511
)
( 3,724
)
Realized losses (gains) on mortgage-backed securities
9,288
( 510
)
Unrealized gains on mortgage-backed securities
( 146,504
)
( 73,699
)
Realized and unrealized losses on derivative instruments
158,059
93,902
Changes in operating assets and liabilities:
Accrued interest receivable
( 16,309
)
( 7,917
)
Other assets
( 13
)
( 159
)
Accrued interest payable
11,484
8,433
Other liabilities
610
535
Due to affiliates
331
164
NET CASH PROVIDED BY OPERATING ACTIVITIES
72,192
49,476
CASH FLOWS FROM INVESTING ACTIVITIES:
From mortgage-backed securities investments:
Purchases
( 4,244,377
)
( 2,073,150
)
Sales and maturities
733,904
288,242
Principal repayments
544,919
310,325
Purchases of U.S. Treasury securities, available-for-sale
( 74,098
)
( 196,026
)
Proceeds from maturity of U.S. Treasury securities, available-for-sale
50,000
200,000
Net payments on derivative instruments
( 150,665
)
( 126,851
)
NET CASH USED IN INVESTING ACTIVITIES
( 3,140,317
)
( 1,597,460
)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from repurchase agreements
44,874,923
30,279,982
Principal payments on repurchase agreements
( 41,893,488
)
( 28,754,760
)
Cash dividends
( 120,976
)
( 64,065
)
Proceeds from issuance of common stock, net of issuance costs
497,185
223,698
Common stock repurchases, including shares withheld from employee stock awards for payment of taxes
( 7,364
)
( 3,443
)
NET CASH PROVIDED BY FINANCING ACTIVITIES
3,350,280
1,681,412
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
282,155
133,428
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of the period
335,053
200,289
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of the period
$
617,208
$
333,717
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest
$
200,543
$
163,995
See Notes to Financial Statements
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ORCHID ISLAND CAPITAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
September 30, 2025
NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization and Business Description
Orchid Island Capital, Inc. (“Orchid” or the “Company”) was incorporated in Maryland on August 17, 2010 for the purpose of creating and managing a leveraged investment portfolio consisting of residential mortgage-backed securities (“RMBS”). From incorporation to the completion of Orchid’s initial public offering of its common stock on February 20, 2013, Orchid was a wholly owned subsidiary of Bimini Capital Management, Inc. (“Bimini”). Orchid began operations on November 24, 2010 ( the date of commencement of operations). From incorporation through November 24, 2010, Orchid’s only activity was the issuance of common stock to Bimini.
On March 7, 2023, Orchid entered into an equity distribution agreement (the “March 2023 Equity Distribution Agreement”) with three sales agents pursuant to which the Company could offer and sell, from time to time, up to an aggregate amount of $ 250,000,000 of gross proceeds from the sales of shares of the Company’s common stock in transactions that were deemed to be “at the market” offerings and privately negotiated transactions. The Company issued a total of 24,675,497 shares under the March 2023 Equity Distribution Agreement for aggregate gross proceeds of approximately $ 228.8 million and net proceeds of approximately $ 225.0 million, after commissions and fees, prior to its termination in June 2024.
On June 11, 2024, Orchid entered into an equity distribution agreement (the “June 2024 Equity Distribution Agreement”) with three sales agents pursuant to which the Company could offer and sell, from time to time, up to an aggregate amount of $ 250,000,000 of gross proceeds from the sales of shares of the Company’s common stock in transactions that were deemed to be “at the market” offerings and privately negotiated transactions. The Company issued a total of 30,513,253 shares under the June 2024 Equity Distribution Agreement for aggregate gross proceeds of approximately $ 250.0 million and net proceeds of approximately $ 245.8 million, after commissions and fees, prior to its termination in February 2025.
On February 24, 2025, Orchid entered into an equity distribution agreement (the “February 2025 Equity Distribution Agreement”) with four sales agents pursuant to which the Company may offer and sell, from time to time, up to an aggregate amount of $ 350,000,000 of gross proceeds from the sales of shares of the Company’s common stock in transactions that are deemed to be “at the market” offerings and privately negotiated transactions. On July 28, 2025, the February 2025 Equity Distribution Agreement was amended to increase the aggregate amount of gross proceeds from shares the sales of shares that may be offered by $ 150,000,000 to a total of $ 500,000,000 . Through September 30, 2025 , t he Company issued a total of 56,019,745 shares under the February 2025 Equity Distribution Agreement for aggregate gross proceeds of approximately $ 420.2 million, and net proceeds of approximately $ 413.5 million, after commissions and fees. Subsequent to September 30, 2025 , t he Company issued a total of 3,472,759 shares under the February 2025 Equity Distribution Agreement for aggregate gross proceeds of approximately $ 25.0 million, and net proceeds of approximately $ 24.6 million, after commissions and fees .
Basis of Presentation and Use of Estimates
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10 -Q and Article 10 of Regulation S- X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2025 .
The balance sheet at December 31, 2024 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. For further information, refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10 -K for the year ended December 31, 2024 .
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The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could significantly differ from those estimates. The significant estimates affecting the accompanying financial statements are the fair values of RMBS and derivatives. Management believes the estimates and assumptions underlying the financial statements are reasonable based on the information available as of September 30, 2025 .
Variable Interest Entities ( “ VIEs ” )
The Company obtains interests in VIEs through its investments in mortgage-backed securities. The Company’s interests in these VIEs are passive in nature and are not expected to result in the Company obtaining a controlling financial interest in these VIEs in the future. As a result, the Company does not consolidate these VIEs and accounts for these interests in these VIEs as mortgage-backed securities. See Note 2 for additional information regarding the Company’s investments in mortgage-backed securities. The maximum exposure to loss for these VIEs is the carrying value of the mortgage-backed securities.
Cash and Cash Equivalents and Restricted Cash
Cash and cash equivalents include cash on deposit with financial institutions and highly liquid investments with original maturities of three months or less at the time of purchase. Restricted cash includes cash pledged as collateral for repurchase agreements and other borrowings, and interest rate swaps and other derivative instruments.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the statement of financial position that sum to the total of the same such amounts shown in the statement of cash flows.
(in thousands)
September 30, 2025
December 31, 2024
Cash and cash equivalents
$ 583,887 $ 309,330
Restricted cash
33,321 25,723
Total cash, cash equivalents and restricted cash
$ 617,208 $ 335,053
The Company maintains cash balances at three banks, a government securities backed overnight sweep fund, and excess margin on account with three exchange clearing members. At times, balances may exceed federally insured limits. The Company has not experienced any losses related to these balances. Restricted cash balances are uninsured, but are held in separate customer accounts that are segregated from the general funds of the counterparty. The Company limits uninsured balances to only large, well-known banks and exchange clearing members and believes that it is not exposed to any significant credit risk on cash and cash equivalents or restricted cash balances.
Mortgage-Backed Securities and U.S. Treasury Securities
The Company invests primarily in mortgage pass-through (“PT”) residential mortgage backed securities (“RMBS”) and collateralized mortgage obligations (“CMOs”) issued by Freddie Mac, Fannie Mae or Ginnie Mae, interest-only (“IO”) securities and inverse interest-only (“IIO”) securities representing interest in or obligations backed by pools of RMBS. The Company refers to RMBS and CMOs as PT RMBS. The Company refers to IO and IIO securities as structured RMBS. The Company also invests in U.S. Treasury Notes ("T-Notes") and U.S. Treasury Bills (collectively, "U.S. Treasury securities"), primarily to satisfy collateral requirements of derivative counterparties. The Company has elected to account for its investment in RMBS under the fair value option. The Company recorded changes in fair value in net income. The Company has designated its U.S. Treasury securities purchased after August 2023 as available-for-sale, and changes in fair value during the period for reasons other than expected credit losses are recognized in other comprehensive income.
The Company records securities transactions on the trade date. Security purchases that have not settled as of the balance sheet date are included in the portfolio balance with an offsetting liability recorded, whereas securities sold that have not settled as of the balance sheet date are removed from the portfolio balance with an offsetting receivable recorded.
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Fair value is defined as the price that would be received to sell the asset or paid to transfer the liability in an orderly transaction between market participants at the measurement date. The fair value measurement assumes that the transaction to sell the asset or transfer the liability either occurs in the principal market for the asset or liability, or in the absence of a principal market, occurs in the most advantageous market for the asset or liability. Estimated fair values for RMBS are based on independent pricing sources and/or third party broker quotes, when available. Estimated fair values for U.S. Treasury securities are based on quoted prices for identical assets in active markets.
Income on PT RMBS is based on the stated interest rate of the security. Premiums or discounts present at the date of purchase are not amortized. Premium lost and discount accretion resulting from monthly principal repayments are reflected in unrealized gains (losses) on RMBS in the statements of comprehensive income. For IO securities, the income is accrued based on the carrying value and the effective yield. The difference between income accrued and the interest received on the security is characterized as a return of investment and serves to reduce the asset’s carrying value. At each reporting date, the effective yield is adjusted prospectively for future reporting periods based on the new estimate of prepayments and the contractual terms of the security. For IIO securities, effective yield and income recognition calculations also take into account the index value applicable to the security. Income on U.S. Treasury securities is based on the stated interest rate (if any) of the security. Premiums or discounts associated with the purchase are amortized or accreted income over the life of the investment and reported in the statements of comprehensive income as interest income.
Changes in fair value of investments for which the fair value option is elected are recorded in earnings and reported as unrealized gains or losses on mortgage-backed securities and U.S. Treasury securities in the accompanying statements of comprehensive income. Realized gains and losses on sales of investments for which the fair value option has been elected, using the specific identification method, are reported as a separate component of net portfolio income on the statements of comprehensive income. Changes in fair value of U.S. Treasury securities that are classified as available-for-sale are reported in accumulated other comprehensive income ("OCI"). Upon the sale of a security designated as available-for-sale, we determine the cost of the security and the amount of unrealized gain or loss to reclassify out of accumulated OCI into earnings based on the specific identification method.
The Company evaluated securities for allowance for credit losses and since all of the Company's available-for-sale securities designated investments consist of U.S. Treasury securities, which are backed by the full faith and credit of the U.S. government, the Company does not record an allowance for credit losses.
Derivative and Other Hedging Instruments
The Company uses derivative and other hedging instruments to manage interest rate risk, facilitate asset/liability strategies and manage other exposures, and it may continue to do so in the future. The principal instruments that the Company has used to date are T-Note, Secured Overnight Financing Rate ("SOFR"), federal funds (“Fed Funds”) and ERIS SOFR Swap futures contracts, short positions in U.S. Treasury securities, interest rate swaps, options to enter in interest rate swaps (“interest rate swaptions”), dual digital options, interest rate caps and floors, and “to-be-announced” (“TBA”) securities transactions, but the Company may enter into other derivative and other hedging instruments in the future.
The Company accounts for TBA securities as derivative instruments. Gains and losses associated with TBA securities transactions are reported in gain (loss) on derivative instruments in the accompanying statements of comprehensive income.
Derivative and other hedging instruments are carried at fair value, and changes in fair value are recorded in income as gains or losses on derivative and other hedging instruments for each period. The Company’s derivative financial instruments are not designated as hedge accounting relationships, but rather are used as economic hedges of its portfolio assets and liabilities. Gains and losses on derivatives, except those that result in cash receipts or payments, are included in operating activities on the statements of cash flows. Cash payments and cash receipts from settlements of derivatives, including current period net cash settlements on interest rate swaps, are classified as an investing activity on the statements of cash flows.
Holding derivatives creates exposure to credit risk related to the potential for failure on the part of counterparties and exchanges to honor their commitments. In the event of default by a counterparty, the Company may have difficulty recovering its collateral and may not receive payments provided for under the terms of the agreement. The Company’s derivative agreements require it to post or receive collateral to mitigate such risk. In addition, the Company uses only registered central clearing exchanges and well-established commercial banks as counterparties, monitors positions with individual counterparties and adjusts posted collateral as required.
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Financial Instruments
The fair value of financial instruments for which it is practicable to estimate that value is disclosed either in the body of the financial statements or in the accompanying notes. RMBS, Fed Funds, SOFR and T-Note futures contracts, interest rate swaps, interest rate swaptions, dual digital options, interest rate floors and caps, and TBA securities are accounted for at fair value in the balance sheets. The methods and assumptions used to estimate fair value for these instruments are presented in Note 13 of the financial statements.
Repurchase Agreements
The Company finances the acquisition of the majority of its RMBS through the use of repurchase agreements under master repurchase agreements. Repurchase agreements are accounted for as collateralized financing transactions, which are carried at their contractual amounts, including accrued interest, as specified in the respective agreements.
Manager Compensation
The Company is externally managed by Bimini Advisors, LLC (the “Manager” or “Bimini Advisors”), a Maryland limited liability company and wholly-owned subsidiary of Bimini. The Company’s management agreement with the Manager provides for payment to the Manager of a management fee and reimbursement of certain operating expenses, which are accrued and expensed during the period for which they are earned or incurred. Refer to Note 14 for the terms of the management agreement.
Earnings Per Share
Basic earnings per share (“EPS”) is calculated as net income or loss attributable to common stockholders divided by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is calculated using the treasury stock or two -class method, as applicable, for common stock equivalents, if any. However, the common stock equivalents are not included in computing diluted EPS if the result is anti-dilutive.
Stock-Based Compensation
The Company may grant equity-based compensation to non-employee members of its Board of Directors and to the executive officers and employees of the Manager. Stock-based awards issued include performance units ("PUs"), deferred stock units ("DSUs") and immediately vested common stock awards. Compensation expense is measured and recognized for all stock-based payment awards made to employees and non-employee directors based on the fair value of the Company’s common stock on the date of grant. Compensation expense is recognized over each award’s respective service period using the graded vesting attribution method. The Company does not estimate forfeiture rates; but rather, adjusts for forfeitures in the periods in which they occur.
Income Taxes
Orchid has elected and is organized and operated so as to qualify to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). REITs are generally not subject to U.S. federal income tax on their REIT taxable income provided that they distribute to their stockholders all of their REIT taxable income on an annual basis. A REIT must distribute at least 90% of its REIT taxable income, determined without regard to the deductions for dividends paid and excluding net capital gain, and meet other requirements of the Code to retain its tax status.
Orchid assesses the likelihood, based on their technical merit, that uncertain tax positions will be sustained upon examination based on the facts, circumstances and information available at the end of each period. All of Orchid’s tax positions are categorized as highly certain. There is no accrual for any tax, interest or penalties related to Orchid’s tax position assessment. The measurement of uncertain tax positions is adjusted when new information is available, or when an event occurs that requires a change.
Recent Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2024 - 03, "Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220 - 40 ): Disaggregation of Income Statement Expenses ". The amendments in the ASU require disclosures about specific types of expenses included in the expense captions presented on the Consolidated Statements of Income, as well as disclosures about selling expenses. ASU 2024 - 03 is effective for fiscal years beginning after December 15, 2026, with early adoption allowed. We are currently evaluating the impact of adoption on our financial disclosures.
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NOTE 2. MORTGAGE-BACKED SECURITIES, AT FAIR VALUE
The following table presents the Company’s RMBS portfolio that are remeasured at fair value through earnings as of September 30, 2025 and December 31, 2024 :
(in thousands)
September 30, 2025
December 31, 2024
Par Value
Cost (1)
Fair Value
Par Value
Cost (1)
Fair Value
Pass-Through RMBS Certificates:
Fixed-rate Mortgages
$
8,253,714
$
8,421,372
$
8,341,899
$
5,431,274
$
5,540,596
$
5,237,812
Total Pass-Through Certificates
8,253,714
8,421,372
8,341,899
5,431,274
5,540,596
5,237,812
Structured RMBS Certificates:
Interest-Only Securities (2)
n/a
15,868
13,975
n/a
17,334
15,308
Inverse Interest-Only Securities (3)
n/a
1,254
206
n/a
1,498
190
Total Structured RMBS Certificates
17,122
14,181
18,832
15,498
Total
$
8,253,714
$
8,438,494
$
8,356,080
$
5,431,274
$
5,559,428
$
5,253,310
( 1 )
The cost information in the table above represents the aggregate current par value, multiplied by the purchase price of each security in the portfolio.
( 2 )
The notional balance for the interest-only securities portfolio was $ 78.4 million and $ 85.8 million as of September 30, 2025 and December 31, 2024 , respectively.
( 3 )
The notional balance for the inverse interest-only securities portfolio was $ 18.4 million and $ 22.0 million as of September 30, 2025 and December 31, 2024 , respectively.
The following table is a summary of the Company’s net gain (loss) from the sale of RMBS for the nine months ended September 30, 2025 and 2024 .
(in thousands)
Nine Months Ended September 30,
2025
2024
Proceeds from sales of RMBS (1)
$
733,904
$
288,242
Carrying value of RMBS sold
( 743,192
)
( 287,732
)
Net (loss) gain on sales of RMBS
$
( 9,288
)
$
510
Gross gain on sales of RMBS
$
-
$
510
Gross loss on sales of RMBS
( 9,288
)
-
Net (loss) gain on sales of RMBS
$
( 9,288
)
$
510
( 1 )
During the nine months ended September 30, 2024, the Company resecuritized RMBS with a fair value of $ 221.7 million by transferring the RMBS into a larger RMBS that is backed by the transferred RMBS. The Company retained the entire larger RMBS. No gain or loss was recorded on this resecuritization.
NOTE 3. U.S. TREASURY SECURITIES, AVAILABLE-FOR-SALE
The following table presents the amortized cost, gross unrealized holding gains and losses, and fair value of available-for-sale investments as of September 30, 2025 and December 31, 2024 . U.S. Treasury securities are held primarily to satisfy collateral requirements of the Company's repurchase and derivative counterparties.
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Table of Contents
(in thousands)
Gross
Gross
Amortized
Unrealized
Unrealized
Fair
Cost
Gains
Losses
Value
September 30, 2025
U.S. Treasury Note, 4.625%, 6/30/2026 Maturity
$
100,205
$
408
$
-
$
100,613
U.S. Treasury Bill maturing 12/4/2025
24,816
11
-
24,827
$
125,021
$
419
$
-
$
125,440
December 31, 2024
U.S. Treasury Note, 4.625%, 6/30/2026 Maturity
$
100,412
$
139
$
-
$
100,551
$
100,412
$
139
$
-
$
100,551
Because all of the Company's available-for-sale securities are backed by the full faith and credit of the U.S. government, the Company has not recorded an allowance for credit losses.
NOTE 4. REPURCHASE AGREEMENTS
The Company pledges certain of its RMBS as collateral under repurchase agreements with financial institutions. Interest rates are generally fixed based on prevailing rates corresponding to the terms of the borrowings, and interest is generally paid at the termination of a borrowing. If the fair value of the pledged securities declines, lenders will typically require the Company to post additional collateral or pay down borrowings to re-establish agreed upon collateral requirements, referred to as "margin calls." Similarly, if the fair value of the pledged securities increases, lenders may release collateral back to the Company. As of September 30, 2025 , the Company had met all margin call requirements.
As of September 30, 2025 and December 31, 2024 , the Company’s repurchase agreements had remaining maturities as summarized below:
($ in thousands)
OVERNIGHT
BETWEEN 2
BETWEEN 31
GREATER
(1 DAY OR
AND
AND
THAN
LESS)
30 DAYS
90 DAYS
90 DAYS
TOTAL
September 30, 2025
Fair value of securities pledged, including accrued interest receivable
$
-
$
6,396,320
$
1,416,980
$
544,669
$
8,357,969
Repurchase agreement liabilities associated with these securities
$
-
$
6,128,953
$
1,355,453
$
522,572
$
8,006,978
Net weighted average borrowing rate
-
4.37
%
4.26
%
4.13
%
4.33
%
December 31, 2024
Fair value of securities pledged, including accrued interest receivable
$
-
$
4,850,491
$
199,993
$
181,437
$
5,231,921
Repurchase agreement liabilities associated with these securities
$
-
$
4,656,303
$
192,338
$
176,902
$
5,025,543
Net weighted average borrowing rate
-
4.66
%
4.56
%
4.76
%
4.66
%
In addition, cash pledged to counterparties for repurchase agreements was approximately $ 26.4 million and $ 22.8 million as of September 30, 2025 and December 31, 2024 , respectively.
If, during the term of a repurchase agreement, a lender files for bankruptcy, the Company might experience difficulty recovering its pledged assets, which could result in an unsecured claim against the lender for the difference between the amount loaned to the Company plus interest due to the counterparty and the fair value of the collateral pledged to such lender, including the accrued interest receivable and cash posted by the Company as collateral. At September 30, 2025 , the Company had an aggregate amount at risk (the difference between the amount loaned to the Company, including interest payable and securities posted by the counterparty (if any), and the fair value of securities and cash pledged (if any), including accrued interest on such securities) with all counterparties of approximately $ 354.6 million. The Company did not have an amount at risk with any individual counterparty that was greater than 10% of the Company’s equity at September 30, 2025 or December 31, 2024 .
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NOTE 5. DERIVATIVE AND OTHER HEDGING INSTRUMENTS
The table below summarizes fair value information about the Company’s derivative and other hedging instruments assets and liabilities as of September 30, 2025 and December 31, 2024 .
(in thousands)
Derivative and Other Hedging Instruments
Balance Sheet Location
September 30, 2025
December 31, 2024
Assets
Interest rate swaps
Derivative assets, at fair value
$ - $ 4,574
TBA securities
Derivative assets, at fair value
548 4,703
Total derivative assets, at fair value
$ 548 $ 9,277
Liabilities
Interest rate swaps
Derivative liabilities, at fair value
$ 2,267 $ -
TBA securities
Derivative liabilities, at fair value
$ 682 $ 332
Total derivative liabilities, at fair value
$ 2,949 $ 332
Margin Balances Posted to (from) Counterparties
Futures contracts
Restricted cash
$ 6,434 $ 2,625
TBA securities (including margin paid on unsettled trades)
Restricted cash
530 280
TBA securities (including margin received on unsettled trades)
Other liabilities
( 330 ) ( 4,282 )
Total margin balances on derivative contracts
$ 6,634 $ ( 1,377 )
T-Note and SOFR futures are cash and securities settled futures contracts on their respective underlying or delivery eligible underlying U.S. Treasury security, with gains and losses credited or charged to the Company’s cash accounts on a daily basis. A minimum balance, or “margin,” is required to be maintained in the account on a daily basis. The tables below present information related to the Company’s T-Note and SOFR futures positions at September 30, 2025 and December 31, 2024 .
($ in thousands)
September 30, 2025
Average
Weighted
Weighted
Contract
Average
Average
Notional
Entry
Effective
Open
Expiration Year
Amount
Rate
Rate
Equity (1)
U.S. Treasury Note Futures Contracts (Short Positions) (2)
December 2025 5-year T-Note futures (Dec 2025 - Dec 2030 Hedge Period)
$ 562,500 3.67 % 3.67 % $ 54
December 2025 10-year T-Note futures (Dec 2025 - Dec 2035 Hedge Period)
228,500 3.97 % 3.91 % ( 997 )
December 2025 10-year Ultra futures (Dec 2025 - Dec 2035 Hedge Period)
197,500 4.23 % 4.13 % ( 1,855 )
SOFR Futures Contracts (Short Positions)
December 2025 3-Month SOFR futures (Sep 2025 - Dec 2025 Hedge Period)
$ 97,500 4.00 % 4.04 % $ 43
March 2026 3-Month SOFR futures (Dec 2025 - Mar 2026 Hedge Period)
97,500 3.73 % 3.69 % ( 46 )
June 2026 3-Month SOFR futures (Mar 2026 - Jun 2026 Hedge Period)
97,500 3.55 % 3.50 % ( 52 )
September 2026 3-Month SOFR futures (Jun 2026 - Sep 2026 Hedge Period)
97,500 3.38 % 3.29 % ( 91 )
December 2026 3-Month SOFR futures (Sep 2026 - Dec 2026 Hedge Period)
97,500 3.27 % 3.15 % ( 116 )
March 2027 3-Month SOFR futures (Dec 2026 - Mar 2027 Hedge Period)
97,500 3.22 % 3.10 % ( 119 )
June 2027 3-Month SOFR futures (Mar 2027 - Jun 2027 Hedge Period)
97,500 3.21 % 3.08 % ( 119 )
ERIS SOFR Swap Futures Contracts (Short Positions) (3)
December 2025 5-Year Term, 3.75% fixed rate, (Dec 2025 - Dec 2030 Hedge Period)
$ 10,000 3.20 % 3.36 % $ 78
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($ in thousands)
December 31, 2024
Average
Weighted
Weighted
Contract
Average
Average
Notional
Entry
Effective
Open
Expiration Year
Amount
Rate
Rate
Equity (1)
U.S. Treasury Note Futures Contracts (Short Positions) (2)
March 2025 5-year T-Note futures (Mar 2025 - Mar 2030 Hedge Period)
$ 312,500 4.22 % 4.37 % $ 1,890
March 2025 10-year T-Note futures (Mar 2025 - Mar 2035 Hedge Period)
93,500 4.30 % 4.49 % 1,119
March 2025 10-year Ultra futures (Mar 2025 - Mar 2035 Hedge Period)
32,500 4.25 % 4.58 % 914
( 1 )
Open equity represents the cumulative gains (losses) recorded on open futures positions from inception.
( 2 )
5 -Year T-Note futures contracts were valued at a price of $ 109.20 at September 30, 2025 and $ 106.30 at December 31, 2024 . The contract values of the short positions were $ 614.2 million and $ 332.2 million at September 30, 2025 and December 31, 2024 , respectively. 10 -Year T-Note futures contracts were valued at a price of $ 112.50 at September 30, 2025 and $ 108.75 at December 31, 2024 . The contract values of the short positions were $ 257.1 million and $ 101.7 million at September 30, 2025 and December 31, 2024 , respectively. 10 -Year Ultra futures contracts were valued at a price of $ 115.08 at September 30, 2025 and $ 111.31 at December 31, 2024 . The contract values of the short positions were $ 227.3 million and $ 36.2 million at September 30, 2025 and December 31, 2024 , respectively.
( 3 )
ERIS swap futures are exchange traded futures that replicate the cash flows of an underlying swap position.
Under its interest rate swap agreements, the Company typically pays a fixed rate and receives a floating rate ("payer swaps") based on an index, such as SOFR. The floating rate the Company receives under its swap agreements has the effect of offsetting the repricing characteristics of its repurchase agreements and cash flows on such liabilities. The Company is typically required to post margin on its interest rate swap agreements. The table below presents information related to the Company’s interest rate swap positions at September 30, 2025 and December 31, 2024 .
($ in thousands)
Average
Fixed
Average
Average
Notional
Pay
Receive
Maturity
Amount
Rate
Rate
(Years)
September 30, 2025
Expiration > 1 to ≤ 5 years
$ 1,922,500 2.90 % 4.24 % 3.7
Expiration > 5 years
2,020,800 3.69 % 4.27 % 7.0
$ 3,943,300 3.31 % 4.25 % 5.4
December 31, 2024
Expiration > 1 to ≤ 5 years
$ 1,450,000 1.69 % 4.58 % 3.4
Expiration > 5 years
2,066,800 3.55 % 4.52 % 7.0
$ 3,516,800 2.78 % 4.54 % 5.5
Our interest rate swaps are centrally cleared through two registered commodities exchanges, the Chicago Mercantile Exchange ("CME") and the London Clearing House (“LCH”). The clearing exchanges require that we post an "initial margin" amount determined by the exchanges. The initial margin amount is intended to be set at a level sufficient to protect the exchange from the interest rate swap's maximum estimated single-day price movement and is subject to adjustment based on changes in market volatility and other factors. We also exchange daily settlements of "variation margin" based upon changes in fair value, as measured by the exchanges.
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Table of Contents
The following table summarizes the Company’s contracts to purchase and sell TBA securities as of September 30, 2025 and December 31, 2024 .
($ in thousands)
Notional
Amount
Net
Long
Cost
Market
Carrying
(Short)(1)
Basis(2)
Value(3)
Value(4)
September 30, 2025
15-Year TBA securities:
5.0% $ 250,000 $ 252,422 $ 252,715 $ 293
30-Year TBA securities:
5.5% ( 282,000 ) ( 284,018 ) ( 284,445 ) ( 427 )
$ ( 32,000 ) $ ( 31,596 ) $ ( 31,730 ) $ ( 134 )
December 31, 2024
15-Year TBA securities:
5.0% $ 50,000 $ 50,074 $ 49,742 $ ( 332 )
30-Year TBA securities:
3.0% ( 200,000 ) ( 174,406 ) ( 169,703 ) 4,703
Total
$ ( 150,000 ) $ ( 124,332 ) $ ( 119,961 ) $ 4,371
( 1 )
Notional amount represents the par value (or principal balance) of the underlying Agency RMBS.
( 2 )
Cost basis represents the forward price to be paid (received) for the underlying Agency RMBS.
( 3 )
Market value represents the current market value of the TBA securities (or of the underlying Agency RMBS) as of period-end.
( 4 )
Net carrying value represents the difference between the market value and the cost basis of the TBA securities as of period-end and is reported in derivative assets (liabilities) at fair value in the balance sheets.
Gain (Loss) From Derivative and Other Hedging Instruments, Net
The table below presents the effect of the Company’s derivative and other hedging instruments on the statements of comprehensive income for the nine and three months ended September 30, 2025 and 2024 .
(in thousands)
Nine Months Ended September 30,
Three Months Ended September 30,
2025
2024
2025
2024
Interest rate futures contracts (short position)
$ ( 26,789 ) $ 16,100 $ ( 3,159 ) $ ( 14,668 )
Interest rate swaps
( 102,549 ) ( 39,469 ) ( 2,298 ) ( 110,085 )
Payer swaptions (long positions)
- ( 72 ) - -
Dual digital option
- ( 500 ) - ( 105 )
TBA securities (short positions)
( 8,908 ) ( 3,370 ) ( 4,272 ) ( 16,315 )
TBA securities (long positions)
1,529 453 957 348
Total
$ ( 136,717 ) $ ( 26,858 ) $ ( 8,772 ) $ ( 140,825 )
Credit Risk-Related Contingent Features
The use of derivatives and other hedging instruments creates exposure to credit risk relating to potential losses that could be recognized in the event that the counterparties to these instruments fail to perform their obligations under the contracts. The Company attempts to minimize this risk by limiting its counterparties for instruments which are not centrally cleared on a registered exchange to major financial institutions with acceptable credit ratings and monitoring positions with individual counterparties. In addition, the Company may be required to pledge assets as collateral for its derivatives, whose amounts vary over time based on the market value, notional amount and remaining term of the derivative contract. In the event of a default by a counterparty, the Company may not receive payments provided for under the terms of its derivative agreements and may have difficulty obtaining its assets pledged as collateral for its derivatives. The cash and cash equivalents pledged as collateral for the Company derivative instruments are included in restricted cash on its balance sheets.
It is the Company's policy not to offset assets and liabilities associated with open derivative contracts. However, CME and LCH rules characterize variation margin transfers as settlement payments, as opposed to adjustments to collateral. As a result, derivative assets and liabilities associated with centrally cleared derivatives for which the CME or LCH serves as the central clearing party are presented as if these derivatives had been settled as of the reporting date.
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Table of Contents
NOTE 6. PLEDGED ASSETS
Assets Pledged to Counterparties
The table below summarizes the Company’s assets pledged as collateral under repurchase agreements and derivative agreements by type, including securities pledged related to securities sold but not yet settled, as of September 30, 2025 and December 31, 2024 .
(in thousands)
September 30, 2025
December 31, 2024
Repurchase
Derivative
Repurchase
Derivative
Assets Pledged to Counterparties
Agreements
Agreements
Total
Agreements
Agreements
Total
PT RMBS - fair value
$
8,305,758
$
-
$
8,305,758
$
5,193,570
$
-
$
5,193,570
Structured RMBS - fair value
14,180
-
14,180
15,498
-
15,498
U.S. Treasury securities
-
125,440
125,440
-
100,551
100,551
Accrued interest on pledged securities
38,031
1,169
39,200
22,852
-
22,852
Restricted cash
26,357
6,964
33,321
22,818
2,905
25,723
Total
$
8,384,326
$
133,573
$
8,517,899
$
5,254,738
$
103,456
$
5,358,194
Assets Pledged from Counterparties
The table below summarizes assets pledged to the Company from counterparties under repurchase agreements and derivative agreements as of September 30, 2025 and December 31, 2024 .
(in thousands)
September 30, 2025
December 31, 2024
Repurchase
Derivative
Repurchase
Derivative
Assets Pledged to Orchid
Agreements
Agreements
Total
Agreements
Agreements
Total
Cash
$
3,193
$
330
$
3,523
$
4,465
$
4,282
$
8,747
U.S. Treasury securities - fair value
512
-
512
4,146
-
4,146
Total
$
3,705
$
330
$
4,035
$
8,611
$
4,282
$
12,893
Cash received as margin is recognized as cash and cash equivalents with a corresponding amount recognized as an increase in repurchase agreements or other liabilities in the balance sheets.
NOTE 7. OFFSETTING ASSETS AND LIABILITIES
The Company’s derivative agreements and repurchase agreements are subject to underlying agreements with master netting or similar arrangements, which provide for the right of offset in the event of default or in the event of bankruptcy of either party to the transactions. The Company reports its assets and liabilities subject to these arrangements on a gross basis in the case of repurchase agreements and for certain derivative agreements. CME and LCH rules characterize variation margin transfers as settlement payments, as opposed to adjustments to collateral. As a result, derivative assets and liabilities associated with centrally cleared derivatives for which the CME or LCH serves as the central clearing party are presented as if these derivatives had been settled as of the reporting date.
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Table of Contents
The following table presents information regarding those assets and liabilities subject to such arrangements as if the Company had presented them on a net basis as of September 30, 2025 and December 31, 2024 .
(in thousands)
Offsetting of Assets
Net Amount
Gross Amount Not
Gross Gross of Assets Offset in the Balance Sheet
Amount Amount Presented Financial
of
Offset in the
in the
Instruments
Cash
Recognized
Balance
Balance
Received as
Received as
Net
Assets
Sheet
Sheet
Collateral
Collateral
Amount
September 30, 2025
TBA securities
$ 548 $ - $ 548 $ - $ ( 330 ) $ 218
$ 548 $ - $ 548 $ - $ ( 330 ) $ 218
December 31, 2024
Interest rate swaps
$ 4,574 $ - $ 4,574 $ - $ - $ 4,574
TBA securities
4,703 - 4,703 - ( 4,282 ) 421
$ 9,277 $ - $ 9,277 $ - $ ( 4,282 ) $ 4,995
(in thousands)
Offsetting of Liabilities
Net Amount
Gross Amount Not
Gross
Gross
of Liabilities
Offset in the Balance Sheet
Amount
Amount
Presented
Financial
of
Offset in the
in the
Instruments
Recognized
Balance
Balance
Posted as
Cash Posted
Net
Liabilities
Sheet
Sheet
Collateral
as Collateral
Amount
September 30, 2025
Repurchase Agreements
$
8,006,978
$
-
$
8,006,978
$
( 7,980,621
)
$
( 26,357
)
$
-
Interest rate swaps
2,267
-
2,267
-
-
2,267
TBA securities
682
-
682
-
( 530
)
152
$
8,009,927
$
-
$
8,009,927
$
( 7,980,621
)
$
( 26,887
)
$
2,419
December 31, 2024
Repurchase Agreements
$
5,025,543
$
-
$
5,025,543
$
( 5,002,725
)
$
( 22,818
)
$
-
TBA securities
332
-
332
-
( 280
)
52
$
5,025,875
$
-
$
5,025,875
$
( 5,002,725
)
$
( 23,098
)
$
52
The amounts disclosed for collateral received by or posted to the same counterparty up to and not exceeding the net amount of the asset or liability presented in the balance sheets. The fair value of the actual collateral received by or posted to the same counterparty typically exceeds the amounts presented. See Note 6 for a discussion of collateral posted or received against or for repurchase obligations and derivative and other hedging instruments.
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Table of Contents
NOTE 8. CAPITAL STOCK
Common Stock Issuances
During the nine months ended September 30, 2025 and the year ended December 31, 2024 , the Company completed the following public offerings of shares of its common stock.
($ in thousands, except per share amounts)
Weighted
Average
Price
Received
Net
Type of Offering
Period
Per Share (1)
Shares
Proceeds (2)
2025
At the Market Offering Program (3)
First Quarter
$ 8.17 25,142,046 $ 205,424
At the Market Offering Program (3)
Second Quarter
7.01 19,884,204 139,416
At the Market Offering Program (3)
Third Quarter
7.03 21,664,659 152,345
66,690,909 $ 497,185
2024
At the Market Offering Program (3)
First Quarter
$ 8.80 1,490,075 $ 13,109
At the Market Offering Program (3)
Second Quarter
8.40 11,990,383 100,698
At the Market Offering Program (3)
Third Quarter
8.25 13,314,022 109,891
At the Market Offering Program (3)
Fourth Quarter
7.86 4,533,067 35,630
31,327,547 $ 259,328
( 1 )
Weighted average price received per share is after deducting the underwriters’ discount, if applicable, and other offering costs.
( 2 )
Net proceeds are net of the underwriters’ discount, if applicable, and other offering costs.
( 3 )
The Company has entered into 13 equity distribution agreements, 12 of which have either been terminated because all shares were sold or were replaced with a subsequent agreement.
Increase in Authorized Shares
On October 24, 2025, the Company amended its charter, increasing the number of shares authorized to 420,000,000 , consisting of 400,000,000 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 $ 4,200,000 .
Stock Repurchase Program
On July 29, 2015, the Company’s Board of Directors authorized the repurchase of up to 400,000 shares of the Company’s common stock. On February 8, 2018, the Board of Directors approved an increase in the stock repurchase program for up to an additional 904,564 shares of the Company's common stock. Coupled with the 156,751 shares remaining from the original 400,000 share authorization, the increased authorization brought the total authorization to 1,061,315 shares, representing 10% of the Company’s then outstanding share count.
On December 9, 2021, the Board of Directors approved an increase in the number of shares of the Company’s common stock available in the stock repurchase program for up to an additional 3,372,399 shares, bringing the remaining authorization under the stock repurchase program to 3,539,861 shares, representing approximately 10% of the Company’s then outstanding shares of common stock.
On October 12, 2022, the Board of Directors approved an increase in the number of shares of the Company’s common stock available in the stock repurchase program for up to an additional 4,300,000 shares, bringing the remaining authorization under the stock repurchase program to 6,183,601 shares, representing approximately 18% of the Company’s then outstanding shares of common stock.
17
Table of Contents
As part of the stock repurchase program, shares may be purchased in open market transactions, 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. The stock repurchase program may be suspended or discontinued at the Company’s discretion without prior notice and has no termination date.
From the inception of the stock repurchase program through September 30, 2025 , the Company repurchased a total of 6,257,826 shares at an aggregate cost of approximately $ 84.8 million , including commissions and fees, for a weighted average price of $ 13.55 per share. During the nine months ended September 30, 2025 , the Company repurchased a total of 1,113,224 shares at an aggregate cost of approximately $ 7.3 million, including commissions and fees, for a weighted average price of $ 6.52 per share. There were no shares repurchased during the three months September 30, 2025. During the year ended December 31, 2024 , the Company repurchased a total of 396,241 shares at an aggregate cost of approximately $ 3.3 million, including commissions and fees, for a weighted average price of $ 8.30 per share. The remaining authorization under the stock repurchase program as of October 23, 2025 was 2,719,137 shares.
Cash Dividends
The table below presents the cash dividends declared on the Company’s common stock.
(in thousands, except per share amounts)
Year
Per Share Amount
Total
2013
$ 6.975 $ 4,662
2014
10.800 22,643
2015
9.600 38,748
2016
8.400 41,388
2017
8.400 70,717
2018
5.350 55,814
2019
4.800 54,421
2020
3.950 53,570
2021
3.900 97,601
2022
2.475 87,906
2023
1.800 81,127
2024
1.440 96,309
2025 - YTD (1)
1.200 147,192
Totals
$ 69.090 $ 852,098
( 1 )
On October 15, 2025 , the Company declared a dividend of $ 0.12 per share to be paid on November 26, 2025 . The effect of this dividend is included in the table above but is not reflected in the Company’s financial statements as of September 30, 2025 .
NOTE 9. STOCK INCENTIVE PLAN
In 2021, the Company’s Board of Directors adopted, and the stockholders approved, the Orchid Island Capital, Inc. 2021 Equity Incentive Plan (the “2021 Incentive Plan”) to replace the Orchid Island Capital, Inc. 2012 Equity Incentive Plan (the “2012 Incentive Plan” and together with the 2021 Incentive Plan, the “Incentive Plans”). The 2021 Incentive Plan provides for the award of stock options, stock appreciation rights, stock awards, PUs, other equity-based awards (and dividend equivalents with respect to awards of PUs and other equity-based awards) and incentive awards. The 2021 Incentive Plan is administered by the Compensation Committee of the Company’s Board of Directors except that the Company’s full Board of Directors will administer awards made to directors who are not employees of the Company or its affiliates. The 2021 Incentive Plan provides for awards of up to an aggregate of 10 % of the issued and outstanding shares of the Company’s common stock (on a fully diluted basis) at the time of the awards, subject to a maximum aggregate 1,473,324 shares of the Company’s common stock that may be issued under the 2021 Incentive Plan. The 2021 Incentive Plan replaces the 2012 Incentive Plan, and no further grants will be made under the 2012 Incentive Plan. However, any outstanding awards under the 2012 Incentive Plan will continue in accordance with the terms of the 2012 Incentive Plan and any award agreement executed in connection with such outstanding awards.
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Performance Units
The Company has issued, and may in the future issue additional, PUs under the Incentive Plans to certain executive officers and employees of its Manager. PUs vest after the end of a defined performance period, based on satisfaction of the performance conditions set forth in the PU agreement. When earned, each PU will be settled by the issuance of one share of the Company’s common stock, at which time the PU will be cancelled. The PUs contain dividend equivalent rights, which entitle the Participants to receive distributions declared by the Company on common stock, but do not include the right to vote the underlying shares of common stock. PUs are subject to forfeiture should the participant no longer serve as an executive officer or employee of the Company or the Manager. Compensation expense for the PUs, included in incentive compensation on the statements of comprehensive income, is recognized over the remaining vesting period once it becomes probable that the performance conditions will be achieved.
The following table presents information related to PUs outstanding during the nine months ended September 30, 2025 and 2024 .
($ in thousands, except per share data)
Nine Months Ended September 30,
2025
2024
Weighted
Weighted
Average
Average
Grant Date
Grant Date
Shares
Fair Value
Shares
Fair Value
Unvested, beginning of period
80,201 $ 10.12 95,768 $ 12.48
Granted
18,137 8.27 36,773 8.62
Forfeited(1)(2)
( 2,393 ) 9.13 ( 14,365 ) 12.48
Vested and issued
( 34,479 ) 10.84 ( 29,299 ) 14.16
Unvested, end of period
61,466 $ 9.21 88,877 $ 10.33
Compensation expense during period
$ 242 $ 303
Unrecognized compensation expense, end of period
$ 215 $ 432
Intrinsic value, end of period
$ 431 $ 731
Weighted-average remaining vesting term (in years)
1.0 1.2
( 1 ) During 2025, a participant's service as an employee of the Manager ended resulting in the forfeiture of 2,393 PUs as provided in the Plans (as defined below).
( 2 )
During 2024, the number of shares of common stock issuable upon the vesting of the remaining outstanding PUs as of December 31, 2023 was reduced by 14,365 shares as a result of a book value impairment event that occurred pursuant to the terms of the long term equity incentive compensation plans (the “Plans”) established under the Company’s Incentive Plans. The book value impairment event occurred when the Company's book value per share declined by more than 15 % during the quarter ended September 30, 2023 and the Company’s book value per share decline from July 1, 2023 to December 31, 2023 was more than 10 %. The Plans provide that if such a book value impairment event occurs, then the number of outstanding PUs that are outstanding as of the last day of such two quarter period shall be reduced by 15%.
Stock Awards
The Company has issued, and may in the future issue additional, immediately vested common stock under the Incentive Plans to certain executive officers and employees of its Manager. The following table presents information related to fully vested common stock issued during the nine months ended September 30, 2025 and 2024 . All of the fully vested shares of common stock issued during the nine months ended September 30, 2025 and 2024 , and the related compensation expense, were granted with respect to service performed during the fiscal years ended December 31, 2024 and 2023 , respectively.
($ in thousands, except per share data)
Nine Months Ended September 30,
2025
2024
Fully vested shares granted
18,137 36,773
Weighted average grant date price per share
$ 8.27 $ 8.62
Compensation expense related to fully vested shares of common stock awards (1)
$ 150 $ 317
( 1 )
The awards issued during the years ended December 31, 2025 and 2024 were granted with respect to service performed in 2024 and 2023, respectively. Compensation expense accrued related to the share awards was $ 0.2 million for both nine month periods ended September 30, 2025 and 2024 .
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Deferred Stock Units
Non-employee directors receive a portion of their compensation in the form of DSU awards pursuant to the Incentive Plans. Each DSU represents a right to receive one share of the Company’s common stock. Each non-employee director may elect to receive all of his or her compensation in the form of DSUs. The DSUs are immediately vested and are settled at a future date based on the election of the individual participant. Compensation expense for the DSUs is included in directors’ fees and liability insurance in the statements of comprehensive income. The DSUs contain dividend equivalent rights, which entitle the participant to receive distributions declared by the Company on common stock. These dividend equivalent rights are settled in cash or additional DSUs at the participant’s election. The DSUs do not include the right to vote the underlying shares of common stock.
The following table presents information related to the DSUs outstanding during the nine months ended September 30, 2025 and 2024 .
($ in thousands, except per share data)
Nine Months Ended September 30,
2025
2024
Weighted
Weighted
Average
Average
Grant Date
Grant Date
Shares
Fair Value
Shares
Fair Value
Outstanding, beginning of period
154,385 $ 12.98 96,704 $ 15.69
Granted and vested
57,516 7.41 41,007 8.54
Outstanding, end of period
211,901 $ 11.47 137,711 $ 13.56
Compensation expense during period
$ 343 $ 315
Intrinsic value, end of period
$ 1,485 $ 1,132
NOTE 10. COMMITMENTS AND CONTINGENCIES
From time to time, the Company may become involved in various claims and legal actions arising in the ordinary course of business. Management is not aware of any reported or unreported contingencies as of September 30, 2025 .
NOTE 11. INCOME TAXES
The Company will generally not be subject to U.S. federal income tax on its REIT taxable income to the extent that it distributes its REIT taxable income to its stockholders and satisfies the ongoing REIT requirements, including meeting certain asset, income and stock ownership tests. A REIT must generally distribute at least 90% of its REIT taxable income, determined without regard to the deductions for dividends paid and excluding net capital gain, to its stockholders, annually to maintain REIT status. An amount equal to the sum of which 85% of its REIT ordinary income and 95% of its REIT capital gain net income, plus certain undistributed income from prior taxable years, must be distributed within the taxable year, in order to avoid the imposition of an excise tax. The remaining balance may be distributed up to the end of the following taxable year, provided the REIT elects to treat such amount as a prior year distribution and meets certain other requirements.
NOTE 12. EARNINGS PER SHARE (EPS)
The Company had dividend eligible PUs and DSUs that were outstanding during the nine and three months ended September 30, 2025 and 2024 . The basic and diluted per share computations include these unvested PUs and DSUs if there is income available to common stock, as they have dividend participation rights. The unvested PUs and DSUs have no contractual obligation to share in losses. Because there is no such obligation, the unvested PUs and DSUs are not included in the basic and diluted EPS computations when no income is available to common stock even though they are considered participating securities.
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The table below reconciles the numerator and denominator of EPS for the nine and three months ended September 30, 2025 and 2024 .
(in thousands, except per share information)
Nine Months Ended September 30,
Three Months Ended September 30,
2025
2024
2025
2024
Basic and diluted EPS per common share:
Numerator for basic and diluted EPS per share of common stock:
Net income - Basic and diluted
$ 55,622 $ 32,117 $ 72,078 $ 17,320
Weighted average shares of common stock:
Shares of common stock outstanding at the balance sheet date
148,239 78,083 148,239 78,083
Unvested dividend eligible share based compensation outstanding at the balance sheet date
273 227 273 227
Effect of weighting
( 32,938 ) ( 17,609 ) ( 12,143 ) ( 5,933 )
Weighted average shares-basic and diluted
115,574 60,701 136,369 72,377
Net income per common share:
Basic and diluted
$ 0.48 $ 0.53 $ 0.53 $ 0.24
NOTE 13. FAIR VALUE
The framework for using fair value to measure assets and liabilities defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price). A fair value measure should reflect the assumptions that market participants would use in pricing the asset or liability, including the assumptions about the risk inherent in a particular valuation technique, the effect of a restriction on the sale or use of an asset and the risk of non-performance. Required disclosures include presentation of balance sheet amounts measured at fair value based on inputs the Company uses to derive fair value measurements. These inputs are:
●
Level 1 valuations, where the valuation is based on quoted market prices for identical assets or liabilities traded in active markets (which include exchanges and over-the-counter markets with sufficient volume),
●
Level 2 valuations, where the valuation is based on quoted market prices for similar instruments traded in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market, and
●
Level 3 valuations, where the valuation is generated from model-based techniques that use significant assumptions not observable in the market, but observable based on Company-specific data. These unobservable assumptions reflect the Company’s own estimates for assumptions that market participants would use in pricing the asset or liability. Valuation techniques typically include option pricing models, discounted cash flow models and similar techniques, but may also include the use of market prices of assets or liabilities that are not directly comparable to the subject asset or liability.
The Company's RMBS and TBA securities are Level 2 valuations, and such valuations currently are determined by the Company based on independent pricing sources and/or third party broker quotes. Because the price estimates may vary, the Company must make certain judgments and assumptions about the appropriate price to use to calculate the fair values. The Company and the independent pricing sources use various valuation techniques to determine the price of the Company’s securities. These techniques include observing the most recent market for like or identical assets (including security coupon, maturity, yield, and prepayment speeds), spread pricing techniques to determine market credit spreads (option adjusted spread, zero volatility spread, spread to the U.S. Treasury curve or spread to a benchmark such as a TBA), and model driven approaches (the discounted cash flow method, Black Scholes and SABR models which rely upon observable market rates such as the term structure of interest rates and volatility). The appropriate spread pricing method used is based on market convention. The pricing source determines the spread of recently observed trade activity or observable markets for assets similar to those being priced. The spread is then adjusted based on variances in certain characteristics between the market observation and the asset being priced. Those characteristics include: type of asset, the expected life of the asset, the stability and predictability of the expected future cash flows of the asset, whether the coupon of the asset is fixed or adjustable, the guarantor of the security if applicable, the coupon, the maturity, the issuer, size of the underlying loans, year in which the underlying loans were originated, loan to value ratio, state in which the underlying loans reside, credit score of the underlying borrowers and other variables if appropriate. The fair value of the security is determined by using the adjusted spread.
The Company’s U.S. Treasury securities are based on quoted prices for identical instruments in active markets and are classified as Level 1 assets.
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The Company’s futures contracts are Level 1 valuations, as they are exchange-traded instruments and quoted market prices are readily available. Futures contracts are settled daily. The Company’s interest rate swaps, interest rate swaptions and dual digital options are Level 2 valuations. The fair value of interest rate swaps is determined using a discounted cash flow approach using forward market interest rates and discount rates, which are observable inputs. The fair value of interest rate swaptions and dual digital options are determined using an option pricing model.
RMBS, U.S. Treasury securities, derivatives and TBA securities were recorded at fair value on a recurring basis during the nine and three months ended September 30, 2025 and 2024 . When determining fair value measurements, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset. When possible, the Company looks to active and observable markets to price identical assets. When identical assets are not traded in active markets, the Company looks to market observable data for similar assets.
The estimated fair value of cash and cash equivalents, restricted cash, accrued interest receivable, receivable for securities sold, other assets, due to affiliates, repurchase agreements, payable for unsettled securities purchased, accrued interest payable and other liabilities generally approximates their carrying values due to the short-term nature of these financial instruments as of September 30, 2025 and December 31, 2024 . The Company estimates the fair value of the cash and cash equivalents using Level 1 inputs, and the accrued interest receivable, receivable for securities sold, other assets, due to affiliates, repurchase agreements, payable for unsettled securities purchased, accrued interest payable and other liabilities using Level 2 inputs.
The following table presents financial assets (liabilities) measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 . Derivative contracts are reported as a net position by contract type, and not based on master netting arrangements.
(in thousands)
Quoted Prices
in Active
Significant
Markets for
Other
Significant
Identical
Observable
Unobservable
Assets
Inputs
Inputs
(Level 1)
(Level 2)
(Level 3)
September 30, 2025
Mortgage-backed securities
$ - $ 8,356,080 $ -
U.S. Treasury securities
125,440 - -
Interest rate swaps
- ( 2,267 ) -
TBA securities
- ( 134 ) -
December 31, 2024
Mortgage-backed securities
$ - $ 5,253,310 $ -
U.S. Treasury securities
100,551 - -
Interest rate swaps
- 4,574 -
TBA securities
- 4,371 -
During the nine and three months ended September 30, 2025 and 2024 , there were no transfers of financial assets or liabilities between levels 1, 2 or 3.
NOTE 14. RELATED PARTY TRANSACTIONS
Management Agreement
The Company is externally managed and advised by Bimini Advisors, LLC (the “Manager”) pursuant to the terms of a management agreement. The management agreement has been renewed through February 20, 2026 and provides for automatic one -year extension options thereafter and is subject to certain termination rights. Under the terms of the management agreement, the Manager is responsible for administering the business activities and day-to-day operations of the Company. The Manager receives a monthly management fee in the amount of:
●
One- twelfth of 1.5% of the first $250 million of the Company’s month-end equity, as defined in the management agreement,
●
One- twelfth of 1.25% of the Company’s month-end equity that is greater than $250 million and less than or equal to $500 million, and
●
One- twelfth of 1.00% of the Company’s month-end equity that is greater than $500 million.
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On April 1, 2022, pursuant to the third amendment to the management agreement entered into on November 16, 2021, the Manager began providing certain repurchase agreement trading, clearing and administrative services to the Company that had been previously provided by AVM, L.P. under an agreement terminated on March 31, 2022. In consideration for such services, the Company pays the following fees to the Manager:
●
A daily fee equal to the outstanding principal balance of repurchase agreement funding in place as of the end of such day multiplied by 1.5 basis points for the amount of aggregate outstanding principal balance less than or equal to $5 billion, and multiplied by 1.0 basis point for any amount of aggregate outstanding principal balance in excess of $5 billion, and
●
A fee for the clearing and operational services provided by personnel of the Manager equal to $10,000 per month.
The Company is obligated to reimburse the Manager for any direct expenses incurred on its behalf and to pay the Manager the Company’s pro rata portion of certain overhead costs set forth in the management agreement. Should the Company terminate the management agreement without cause, it will pay the Manager a termination fee equal to three times the average annual management fee, as defined in the management agreement, before or on the last day of the term of the agreement.
Total expenses recorded for the management fee, allocated overhead and repurchase agreement trading, clearing and administrative services were approximately $ 11.9 million and $ 4.5 million for the nine and three months ended September 30, 2025 , respectively, compared to approximately $ 9.4 million and $ 3.3 million for the nine and three months ended September 30, 2024 , respectively. At September 30, 2025 and December 31, 2024 , the net amount due to affiliates was approximately $ 1.5 million and $ 1.2 million, respectively.
Other Relationships with Bimini
Robert Cauley, the Company’s Chief Executive Officer and Chairman of the Board of Directors, also serves as Chief Executive Officer and Chairman of the Board of Directors of Bimini and owns shares of common stock of Bimini. George H. Haas, IV, the Company’s Chief Financial Officer, Chief Investment Officer, Secretary and a member of the Board of Directors, also serves as the Chief Financial Officer, Chief Investment Officer and Treasurer of Bimini and owns shares of common stock of Bimini. In addition, as of September 30, 2025 , Bimini owned 569,071 shares, or 0.4 %, of the Company’s common stock.
NOTE 15. SEGMENT INFORMATION
The Company follows ASC 280, Segment Reporting , which establishes standards for the way public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in financial statements issued to shareholders. The Company’s Chief Operating Decision Maker ("CODM"), its CEO, assesses performance and allocates resources based on company-wide financial information. The Company derives nearly all of its income from interest on its RMBS portfolio. Consequently, the Company has determined that it operates in a single reportable segment and the strategic purpose of all operating activities is to support that one segment. The CODM evaluates company-wide performance based on multiple performance measures, including but not limited to net income and net interest income. The CODM does not generally evaluate our performance using asset or historical cash flow information. Since the Company operates in one operating segment, all required financial segment information can be found in the financial statements. Significant expenses within net income that are used to evaluate performance are each separately presented in the statements of comprehensive income. The Company does not distinguish between markets or segments for the purpose of internal reporting. The Company's segment assets are presented in the Company's Balance Sheets under total assets.
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ITEM 2. MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and notes to those statements included in Item 1 of this Form 10-Q. Certain written statements in this Quarterly Report on Form 10-Q that are not historical facts constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Statements in this report addressing expectations, assumptions, beliefs, projections, future plans and strategies, future events, developments that we expect or anticipate will occur in the future, and future operating results, capital management, and dividend policy are forward-looking statements. Forward-looking statements are based upon management’s beliefs, assumptions, and expectations as of the date of this report regarding future events and operating performance, considering all information currently available to us, and are applicable only as of the date of this report. Forward-looking statements generally can be identified by the use of words such as “believe,” “expect,” “anticipate,” “estimate,” “plan,” “may,” “will,” “intend,” “should,” “could,” or similar expressions. We caution readers not to place undue reliance on our forward-looking statements, which are not historical facts and may be based on projections, assumptions, expectations, and anticipated events that do not materialize. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking statements in this Quarterly Report on Form 10-Q may include, but are not limited to, statements about interest rates, inflation, liquidity, pledging of our structured RMBS, funding levels and spreads, prepayment speeds, portfolio composition, positioning and repositioning, hedging levels, leverage ratio, dividends, investment and return opportunities, the supply and demand for Agency RMBS and the performance of the Agency RMBS sector generally, the effect of actual or expected actions of the U.S. government, including the Fed, market expectations, capital raising, future opportunities and prospects of the Company, the stock repurchase program, geopolitical uncertainty and general economic conditions (including the effects of tariffs, trade wars, inflation, the U.S. deficit, and the strength of the U.S. dollar). 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.
Overview
We are a specialty finance company that invests in residential mortgage-backed securities (“RMBS”) which are issued and guaranteed by a federally chartered corporation or agency (“Agency RMBS”). Our investment strategy focuses on, and our portfolio consists of, two categories of Agency RMBS: (i) traditional pass-through Agency RMBS, such as mortgage pass-through certificates issued by the Federal National Mortgage Association ("Fannie Mae"), the Federal Home Loan Mortgage Corporation ("Freddie Mac" and together with Fannie Mae, the "Enterprises") or the Government National Mortgage Association ("Ginnie Mae" and, together with the Enterprises the “GSEs”) and collateralized mortgage obligations (“CMOs”) issued by the GSEs (“PT RMBS”) and (ii) structured Agency RMBS, such as interest-only securities (“IOs”), inverse interest-only securities (“IIOs”) and principal only securities (“POs”), among other types of structured Agency RMBS. We were formed by Bimini Capital Management, Inc. ("Bimini") in August 2010, commenced operations on November 24, 2010 and completed our initial public offering (“IPO”) on February 20, 2013. We are externally managed by Bimini Advisors, LLC ("Bimini Advisors," or our "Manager"), an investment adviser registered with the Securities and Exchange Commission (the “SEC”).
Our business objective is to provide attractive risk-adjusted total returns over the long term through a combination of capital appreciation and the payment of regular monthly distributions. We intend to achieve this objective by investing in and strategically allocating capital between the two categories of Agency RMBS described above. We seek to generate income from (i) the net interest margin on our leveraged PT RMBS portfolio and the leveraged portion of our structured Agency RMBS portfolio, and (ii) the interest income we generate from the unleveraged portion of our structured Agency RMBS portfolio. We intend to fund our PT RMBS and certain of our structured Agency RMBS through short-term borrowings structured as repurchase agreements. PT RMBS and structured Agency RMBS typically exhibit materially different sensitivities to movements in interest rates. Declines in the value of one portfolio may be offset by appreciation in the other. The percentage of capital that we allocate to our two Agency RMBS asset categories will vary and will be actively managed in an effort to maintain the level of income generated by the combined portfolios, the stability of that income stream and the stability of the value of the combined portfolios. We believe that this strategy will enhance our liquidity, earnings, book value stability and asset selection opportunities in various interest rate environments.
We operate so as to qualify to be taxed as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). We generally will not be subject to U.S. federal income tax to the extent that we currently distribute all of our REIT taxable income (as defined in the Code) to our stockholders and maintain our REIT qualification.
The Company’s common stock trades on the New York Stock Exchange under the symbol “ORC”.
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Capital Raising Activities
On March 7, 2023, we entered into an equity distribution agreement (the “March 2023 Equity Distribution Agreement”) with three sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount of $250,000,000 of gross proceeds from the sales of shares of our common stock in transactions that were deemed to be “at the market” offerings and privately negotiated transactions. We issued a total of 24,675,497 shares under the March 2023 Equity Distribution Agreement for aggregate gross proceeds of approximately $228.8 million and net proceeds of approximately $225.0 million, after commissions and fees, prior to its termination in June 2024.
On June 11, 2024, we entered into an equity distribution agreement (the “June 2024 Equity Distribution Agreement”) with three sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount of $250,000,000 of gross proceeds from the sales of shares of our common stock in transactions that were deemed to be “at the market” offerings and privately negotiated transactions. We issued a total of 30,513,253 shares under the June 2024 Equity Distribution Agreement for aggregate gross proceeds of approximately $250.0 million and net proceeds of approximately $245.8 million, after commissions and fees, prior to its termination in February 2025.
On February 24, 2025, we entered into an equity distribution agreement (the “February 2025 Equity Distribution Agreement”) with four sales agents pursuant to which we may offer and sell, from time to time, up to an aggregate amount of $350,000,000 of gross proceeds from the sales of shares of our common stock in transactions that are deemed to be “at the market” offerings and privately negotiated transactions. On July 28, 2025, the February 2025 Equity Distribution Agreement was amended to increase the aggregate amount of gross proceeds from the sales of shares that may be offered by $150,000,000 to a total of $500,000,000. Through September 30, 2025, we issued a total of 56,019,745 shares under the February 2025 Equity Distribution Agreement for aggregate gross proceeds of approximately $420.2 million, and net proceeds of approximately $413.5 million, after commissions and fees. Subsequent to September 30, 2025, we issued a total of 3,472,759 shares under the February 2025 Equity Distribution Agreement for aggregate gross proceeds of approximately $25.0 million, and net proceeds of approximately $24.6 million, after commissions and fees .
Stock Repurchase Agreement
On July 29, 2015, the Company’s Board of Directors authorized the repurchase of up to 400,000 shares of our common stock. The timing, manner, price and amount of any repurchases is determined by the Company in its discretion and is 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 program may be suspended or discontinued at the Company’s discretion without prior notice. On February 8, 2018, the Board of Directors approved an increase in the stock repurchase program for up to an additional 904,564 shares of the Company’s common stock. Coupled with the 156,751 shares remaining from the original 400,000 share authorization, the increased authorization brought the total authorization to 1,061,315 shares, representing 10% of the Company’s then outstanding share count.
On December 9, 2021, the Board of Directors approved an increase in the number of shares of the Company’s common stock available in the stock repurchase program for up to an additional 3,372,399 shares, bringing the remaining authorization under the stock repurchase program to 3,539,861 shares, representing approximately 10% of the Company’s then outstanding shares of common stock.
On October 12, 2022, the Board of Directors approved an increase in the number of shares of the Company’s common stock available in the stock repurchase program for up to an additional 4,300,000 shares, bringing the remaining authorization under the stock repurchase program to 6,183,601 shares, representing approximately 18% of the Company’s then outstanding shares of common stock. This stock repurchase program has no termination date.
From the inception of the stock repurchase program through September 30, 2025 , the Company repurchased a total of 6,257,826 shares at an aggregate cost of approximately $ 84.8 million , including commissions and fees, for a weighted average price of $ 13.55 per share. During the nine months ended September 30, 2025 , the Company repurchased a total of 1,113,224 shares at an aggregate cost of approximately 7.3 million, including commissions and fees, for a weighted average price of $6.52 per share. During the year ended December 31, 2024, the Company repurchased a total of 396,241 shares at an aggregate cost of approximately $3.3 million, including commissions and fees, for a weighted average price of $8.30 per share. The remaining authorization under the stock repurchase program as of October 23, 2025 was 2,719,137 shares.
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Factors that Affect our Results of Operations and Financial Condition
A variety of industry and economic factors may impact our results of operations and financial condition. These factors include:
●
interest rate trends;
●
changes in our cost of funds, including decreases in the Fed Funds rate that are controlled by the Federal Reserve (the "Fed") that occurred in 2024 and 2025, or potential additional changes in the Fed Funds rate;
●
the difference between Agency RMBS yields and our funding and hedging costs;
●
competition for, and supply of, investments in Agency RMBS;
●
actions taken by the U.S. government, including the presidential administration, the Fed, the Federal Housing Financing Agency (the “FHFA”), The Federal Deposit Insurance Corporation ("FDIC"), Federal Housing Administration (the “FHA”), the Federal Open Market Committee (the “FOMC”) and the U.S. Treasury;
●
prepayment rates on mortgages underlying our Agency RMBS and credit trends insofar as they affect prepayment rates; and
●
other market developments, including bank failures.
In addition, a variety of factors relating to our business may also impact our results of operations and financial condition. These factors include:
●
our degree of leverage;
●
our access to funding and borrowing capacity;
●
our borrowing costs;
●
our hedging activities;
●
the market value of our investments; and
●
the requirements to maintain our qualification as a REIT and the requirements to qualify for a registration exemption under the Investment Company Act.
Results of Operations
Described below are the Company’s results of operations for the nine and three months ended September 30, 2025, as compared to the Company’s results of operations for the nine and three months ended September 30, 2024.
Net Income Summary
Net income for the nine months ended September 30, 2025 was $55.6 million, or $0.48 per share. Net income for the nine months ended September 30, 2024 was $32.1 million, or $0.53 per share. Net income for the three months ended September 30, 2025 was $72.1 million, or $0.53 per share. Net income for the three months ended September 30, 2024 was $17.3 million, or $0.24 per share. The components of net income for the nine and three months ended September 30, 2025 and 2024 , along with the changes in those components are presented in the table below:
(in thousands)
Nine Months Ended September 30,
Three Months Ended September 30,
2025
2024
Change
2025
2024
Change
Interest income
$
281,813
$
169,581
$
112,232
$
108,434
$
67,646
$
40,788
Interest expense
(212,027
)
(172,428
)
(39,599
)
(81,515
)
(67,306
)
(14,209
)
Net interest income (expense)
69,786
(2,847
)
72,633
26,919
340
26,579
Gains on RMBS and derivative contracts
499
47,351
(46,852
)
50,600
21,249
29,351
Net portfolio income
70,285
44,504
25,781
77,519
21,589
55,930
Expenses
(14,663
)
(12,387
)
(2,276
)
(5,441
)
(4,269
)
(1,172
)
Net income
$
55,622
$
32,117
$
23,505
$
72,078
$
17,320
$
54,758
GAAP and Non-GAAP Reconciliations
In addition to the results presented in accordance with GAAP, our results of operations discussed below include certain non-GAAP financial information, including “Net Earnings Excluding Realized and Unrealized Gains and Losses”, “Economic Interest Expense,” “Economic Net Interest Income,” “Interest Income – Inclusive of Premium Amortization/Discount Accretion” and “Yield on Average RMBS – Inclusive of Premium Amortization/Discount Accretion.”
26
Table of Contents
Net Earnings Excluding Realized and Unrealized Gains and Losses
We have elected to account for our Agency RMBS under the fair value option. Securities held under the fair value option are recorded at estimated fair value, with changes in the fair value recorded as unrealized gains or losses through the statements of comprehensive income.
In addition, we have not designated our derivative financial instruments used for hedging purposes as hedges for accounting purposes, but rather hold them for economic hedging purposes. Changes in fair value of these instruments are presented in a separate line item in the Company’s statements of comprehensive income and are not included in interest expense. As such, for financial reporting purposes, interest expense and cost of funds are not impacted by the fluctuation in value of the derivative instruments.
Presenting net earnings excluding realized and unrealized gains and losses allows management to: (i) isolate the net interest income and other expenses of the Company over time, free of all fair value adjustments and (ii) assess the effectiveness of our funding and hedging strategies on our capital allocation decisions and our asset allocation performance. Our funding and hedging strategies, capital allocation and asset selection are integral to our risk management strategy, and therefore critical to the management of our portfolio. We believe that the presentation of our net earnings excluding realized and unrealized gains is useful to investors because it provides a means of comparing our results of operations to those of our peers who have not elected the same accounting treatment. Our presentation of net earnings excluding realized and unrealized gains and losses may not be comparable to similarly-titled measures of other companies, who may use different calculations. As a result, net earnings excluding realized and unrealized gains and losses should not be considered as a substitute for our GAAP net income (loss) as a measure of our financial performance or any measure of our liquidity under GAAP. The table below presents a reconciliation of our net income (loss) determined in accordance with GAAP and net earnings excluding realized and unrealized gains and losses.
Described below are the Company’s results of operations for the nine months ended September 30, 2025 and 2024, and for each quarter in 2025 to date and 2024.
Net Earnings Excluding Realized and Unrealized Gains and Losses
(in thousands, except per share data)
Per Share
Net
Net
Income (Loss)
Income (Loss)
Excluding
Excluding
Net
Realized and
Realized and
Net
Realized and
Realized and
Income
Unrealized
Unrealized
Income
Unrealized
Unrealized
(Loss)
Gains and
Gains and
(Loss)
Gains and
Gains and
(GAAP)
Losses (1)
Losses
(GAAP)
Losses
Losses
Three Months Ended
September 30, 2025
$
72,078
$
50,600
$
21,478
$
0.53
$
0.37
$
0.16
June 30, 2025
(33,578
)
(51,736
)
18,158
(0.29
)
(0.45
)
0.16
March 31, 2025
17,122
1,635
15,487
0.18
0.02
0.16
December 31, 2024
5,545
1,759
3,786
0.07
0.02
0.05
September 30, 2024
17,320
21,249
(3,929
)
0.24
0.29
(0.05
)
June 30, 2024
(4,979
)
98
(5,077
)
(0.09
)
-
(0.09
)
March 31, 2024
19,776
26,004
(6,228
)
0.38
0.50
(0.12
)
Nine Months Ended
September 30, 2025
$
55,622
$
499
$
55,123
$
0.48
$
-
$
0.48
September 30, 2024
32,117
47,351
(15,234
)
0.53
0.78
(0.25
)
(1)
Includes realized and unrealized gains (losses) on RMBS and derivative financial instruments, including net interest income or expense on interest rate swaps.
Economic Interest Expense and Economic Net Interest Income
We use derivative and other hedging instruments, specifically Fed Funds, SOFR and T-Note futures contracts, short positions in U.S. Treasury securities, dual digital options, interest rate floors and caps, and interest rate swaps and swaptions, to hedge a portion of the interest rate risk on repurchase agreements in a rising rate environment.
27
Table of Contents
We have not elected to designate our derivative holdings for hedge accounting treatment. Changes in fair value of these instruments are presented in a separate line item in our statements of comprehensive income (loss) and not included in interest expense. As such, for financial reporting purposes, interest expense and cost of funds are not impacted by the fluctuation in value of the derivative instruments.
For the purpose of computing economic net interest income and ratios relating to cost of funds measures, GAAP interest expense has been adjusted to reflect the realized and unrealized gains or losses on certain derivative instruments the Company uses, specifically Fed Funds, SOFR and U.S. Treasury futures, dual digital options, interest rate floors and caps, and interest rate swaps and swaptions, that pertain to each period presented. We believe that adjusting our interest expense for the periods presented by the gains or losses on these derivative instruments would not accurately reflect our economic interest expense for these periods. The reason is that these derivative instruments may cover periods that extend into the future, not just the current period. Any realized or unrealized gains or losses on the instruments reflect the change in market value of the instrument caused by changes in underlying interest rates applicable to the term covered by the instrument, not just the current period. For each period presented, we have combined the effects of the derivative financial instruments in place for the respective period with the actual interest expense incurred on borrowings to reflect total economic interest expense for the applicable period. Interest expense, including the effect of derivative instruments for the period, is referred to as economic interest expense. Net interest income, when calculated to include the effect of derivative instruments for the period, is referred to as economic net interest income. This presentation includes gains or losses on all contracts in effect during the reporting period, covering the current period as well as periods in the future.
From time to time, we invest in TBAs, which are forward contracts for the purchase or sale of Agency RMBS at a predetermined price, face amount, issuer, coupon and stated maturity on an agreed-upon future date. The specific Agency RMBS to be delivered into the contract are not known until shortly before the settlement date. We may choose, prior to settlement, to move the settlement of these securities out to a later date by entering into a dollar roll transaction. The Agency RMBS purchased or sold for a forward settlement date are typically priced at a discount to equivalent securities settling in the current month. Consequently, forward purchases of Agency RMBS and dollar roll transactions represent a form of off-balance sheet financing. These TBAs are accounted for as derivatives and marked to market through the income statement. Gains or losses on TBAs are included with gains or losses on other derivative contracts and are not included in interest income for purposes of the discussions below.
We believe that economic interest expense and economic net interest income provide meaningful information to consider, in addition to the respective amounts prepared in accordance with GAAP. The non-GAAP measures help management to evaluate its financial position and performance without the effects of certain transactions and GAAP adjustments that are not necessarily indicative of our current investment portfolio or operations. The unrealized gains or losses on derivative instruments presented in our statements of comprehensive income are not necessarily representative of the total interest rate expense that we will ultimately realize. This is because as interest rates move up or down in the future, the gains or losses we ultimately realize, and which will affect our total interest rate expense in future periods, may differ from the unrealized gains or losses recognized as of the reporting date.
Our presentation of the economic value of our hedging strategy has important limitations. First, other market participants may calculate economic interest expense and economic net interest income differently than the way we calculate them. Second, while we believe that the calculation of the economic value of our hedging strategy described above helps to present our financial position and performance, it may be of limited usefulness as an analytical tool. Therefore, the economic value of our investment strategy should not be viewed in isolation and is not a substitute for interest expense and net interest income computed in accordance with GAAP.
The tables below present a reconciliation of the adjustments to interest expense shown for each period relative to our derivative instruments, and the income statement line item, gains (losses) on derivative instruments, calculated in accordance with GAAP for the nine months ended September 30, 2025 and 2024, and for each quarter in 2025 to date and 2024.
28
Table of Contents
Gains (Losses) on Derivative Instruments
(in thousands)
Funding Hedges
Recognized
TBA Securities
Attributed to
Attributed to
in Income
Gain (Loss)
Current
Future
Statement
Short
Long
Period
Periods
(GAAP)
Positions
Positions
(Non-GAAP)
(Non-GAAP)
Three Months Ended
September 30, 2025
$
(8,772
)
$
(4,272
)
$
957
$
21,872
$
(27,329
)
June 30, 2025
(53,286
)
(7,662
)
472
20,937
(67,033
)
March 31, 2025
(74,659
)
3,026
100
20,912
(98,697
)
December 31, 2024
160,412
9,937
(683
)
27,782
123,376
September 30, 2024
(140,825
)
(16,315
)
348
31,924
(156,782
)
June 30, 2024
26,068
3,042
-
29,459
(6,433
)
March 31, 2024
87,899
9,903
105
27,587
50,304
Nine Months Ended
September 30, 2025
$
(136,717
)
$
(8,908
)
$
1,529
$
63,721
$
(193,059
)
September 30, 2024
(26,858
)
(3,370
)
453
88,970
(112,911
)
Economic Interest Expense and Economic Net Interest Income
(in thousands)
Interest Expense on Borrowings
Gains
(Losses) on
Derivative
Net Interest Income
Instruments
GAAP
GAAP
GAAP
Attributed
Economic
Net Interest
Economic
Interest
Interest
to Current
Interest
Income
Net Interest
Income
Expense
Period(1)
Expense(2)
(Expense)
Income(3)
Three Months Ended
September 30, 2025
$
108,434
$
81,515
$
21,872
$
59,643
$
26,919
$
48,791
June 30, 2025
92,289
69,135
20,937
48,198
23,154
44,091
March 31, 2025
81,090
61,377
20,912
40,465
19,713
40,625
December 31, 2024
71,996
63,853
27,782
36,071
8,143
35,925
September 30, 2024
67,646
67,306
31,924
35,382
340
32,264
June 30, 2024
53,064
53,761
29,459
24,302
(697
)
28,762
March 31, 2024
48,871
51,361
27,587
23,774
(2,490
)
25,097
Nine Months Ended
September 30, 2025
$
281,813
$
212,027
$
63,721
$
148,306
$
69,786
$
133,507
September 30, 2024
169,581
172,428
88,970
83,458
(2,847
)
86,123
(1)
Reflects the effect of derivative instrument hedges for only the period presented.
(2)
Calculated by adding the effect of derivative instrument hedges attributed to the period presented to GAAP interest expense.
(3)
Calculated by adding the effect of derivative instrument hedges attributed to the period presented to GAAP net interest income.
Net Interest Income (Expense)
During the nine months ended September 30, 2025 , we earned net interest income of $69.8 million , consisting of $281.8 million of interest income from RMBS assets, offset by $212.0 million of interest expense on borrowings. For the comparable period ended September 30, 2024 , we incurred $2.8 million of net interest expense, consisting of $169.6 million of interest income from RMBS assets offset by $172.4 million of interest expense on borrowings. The $112.2 million increase in interest income was due to a 30 basis point ("bps") increase in the yield on average RMBS, combined with a $2.5 billion increase in average RMBS . The $39.6 million increase in interest expense was due to a $2.4 billion increase in average outstanding borrowings, offset by a 118 bps decrease in the average cost of funds.
29
Table of Contents
During the three months ended September 30, 2025 , we earned net interest income of $26.9 million consisting of $108.4 million of interest income from RMBS assets offset by $81.5 million of interest expense on borrowings. For the comparable period ended September 30, 2024 , we incurred $0.3 million of net interest income, consisting of $67.6 million of interest income from RMBS assets offset by $67.3 million of interest expense on borrowings. The $40.8 million increase in interest income was due to a 22 bps increase in the yield on average RMBS, combined with a $2.7 billion increase in average RMBS . The $14.2 million increase in interest expense was due to a $2.5 billion increase in average outstanding borrowings, offset by a 117 bps decrease in the average cost of funds.
On an economic basis, our interest expense on borrowings for the nine months ended September 30, 2025 and 2024 was $148.3 million and $83.5 million , respectively, resulting in $133.5 million and $86.1 million of economic net interest income, respectively.
On an economic basis, our interest expense on borrowings for the three months ended September 30, 2025 and 2024 was $59.6 million and $35.4 million , respectively, resulting in $48.8 million and $32.3 million of economic net interest income, respectively.
The tables below provide information on our portfolio average balances, interest income, yield on assets, average borrowings, interest expense, cost of funds, net interest income (expense) and net interest spread for the nine months ended September 30, 2025 and 2024, and for each quarter in 2025 to date and 2024 on both a GAAP and economic basis.
($ in thousands)
Average
Yield on
Interest Expense
Average Cost of Funds
RMBS
Interest
Average
Average
GAAP
Economic
GAAP
Economic
Held (1)
Income
RMBS
Borrowings (1)
Basis
Basis (2)
Basis
Basis (3)
Three Months Ended
September 30, 2025
$
7,674,720
$
108,434
5.65
%
$
7,331,428
$
81,515
$
59,643
4.45
%
3.25
%
June 30, 2025
6,865,727
92,289
5.38
%
6,537,260
69,135
48,198
4.23
%
2.95
%
March 31, 2025
5,995,702
81,090
5.41
%
5,722,092
61,377
40,465
4.29
%
2.83
%
December 31, 2024
5,348,057
71,996
5.38
%
5,128,207
63,853
36,071
4.98
%
2.81
%
September 30, 2024
4,984,279
67,646
5.43
%
4,788,287
67,306
35,382
5.62
%
2.96
%
June 30, 2024
4,203,416
53,064
5.05
%
4,028,601
53,761
24,302
5.34
%
2.41
%
March 31, 2024
3,887,545
48,871
5.03
%
3,708,573
51,361
23,774
5.54
%
2.56
%
Nine Months Ended
September 30, 2025
$
6,845,383
$
281,813
5.49
%
$
6,530,260
$
212,027
$
148,306
4.33
%
3.03
%
September 30, 2024
4,358,413
169,581
5.19
%
4,175,154
172,428
83,458
5.51
%
2.67
%
($ in thousands)
Net Interest Income (Expense)
Net Interest Spread
GAAP
Economic
GAAP
Economic
Basis
Basis (2)
Basis
Basis (4)
Three Months Ended
September 30, 2025
$
26,919
$
48,791
1.20
%
2.40
%
June 30, 2025
23,154
44,091
1.15
%
2.43
%
March 31, 2025
19,713
40,625
1.12
%
2.58
%
December 31, 2024
8,143
35,925
0.40
%
2.57
%
September 30, 2024
340
32,264
(0.19
)%
2.47
%
June 30, 2024
(697
)
28,762
(0.29
)%
2.64
%
March 31, 2024
(2,490
)
25,097
(0.51
)%
2.47
%
Nine Months Ended
September 30, 2025
$
69,786
$
133,507
1.16
%
2.46
%
September 30, 2024
(2,847
)
86,123
(0.32
)%
2.52
%
(1)
Portfolio yields and costs of borrowings presented in the tables above and the tables on pages 31-32 a re calculated based on the average balances of the underlying investment portfolio/borrowings balances and are annualized for the periods presented. Average balances for quarterly periods are calculated using two data points, the beginning and ending balances.
(2)
Economic interest expense and economic net interest expense presented in the table above and the tables on page 32 includes the effect of our derivative instrument hedges for only the periods presented.
(3)
Represents interest cost of our borrowings and the effect of derivative instrument hedges attributed to the period divided by average RMBS.
(4)
Economic net interest spread is calculated by subtracting average economic cost of funds from realized yield on average RMBS.
30
Table of Contents
Average Asset Yield
The table below presents the average portfolio size, income and yields of our respective sub-portfolios, consisting of structured RMBS and PT RMBS, for the nine months ended September 30, 2025 and 2024, and for each quarter in 2025 to date and 2024.
($ in thousands)
Average RMBS Held
Interest Income
Realized Yield on Average RMBS
PT
Structured
PT
Structured
PT
Structured
RMBS
RMBS
Total
RMBS
RMBS
Total
RMBS
RMBS
Total
Three Months Ended
September 30, 2025
$
7,660,230
$
14,490
$
7,674,720
$
108,212
$
222
$
108,434
5.65
%
6.13
%
5.65
%
June 30, 2025
6,850,786
14,941
6,865,727
92,030
259
92,289
5.37
%
6.93
%
5.38
%
March 31, 2025
5,980,412
15,290
5,995,702
80,808
282
81,090
5.40
%
7.37
%
5.41
%
December 31, 2024
5,332,441
15,616
5,348,057
71,703
293
71,996
5.38
%
7.51
%
5.38
%
September 30, 2024
4,968,076
16,203
4,984,279
67,328
318
67,646
5.42
%
7.87
%
5.43
%
June 30, 2024
4,186,794
16,622
4,203,416
52,705
359
53,064
5.04
%
8.64
%
5.05
%
March 31, 2024
3,870,794
16,751
3,887,545
48,483
388
48,871
5.01
%
9.27
%
5.03
%
Nine Months Ended
September 30, 2025
$
6,830,476
$
14,907
$
6,845,383
$
281,050
$
763
$
281,813
5.49
%
6.82
%
5.49
%
September 30, 2024
4,341,888
16,525
4,358,413
168,516
1,065
169,581
5.17
%
8.60
%
5.19
%
Interest Expense and the Cost of Funds
We had average outstanding borrowings of $6.5 billion and $4.2 billion and total interest expense of $212.0 million and $172.4 million for the nine months ended September 30, 2025 and 2024, respectively. Our average cost of funds was 4.33% for the nine months ended September 30, 2025, compared to 5.51% for the comparable period in 2024.
We had average outstanding borrowings of $7.3 billion and $4.8 billion and total interest expense of $81.5 million and $67.3 million for the three months ended September 30, 2025 and 2024, respectively. Our average cost of funds was 4.45% for the three months ended September 30, 2025, compared to 5.62% for the comparable period in 2024.
Our economic interest expense was $148.3 million and $83.5 million for the nine months ended September 30, 2025 and 2024, respectively. There was a 36 bps increase in the average economic cost of funds to 3.03% for the nine months ended September 30, 2025, from 2.67% for the nine months ended September 30, 2024.
Our economic interest expense was $59.6 million and $35.4 million for the three months ended September 30, 2025 and 2024, respectively. There was a 29 bps increase in the average economic cost of funds to 3.25% for the three months ended September 30, 2025, from 2.96% for the three months ended September 30, 2024.
Since all of our repurchase agreements are short-term, changes in market rates directly affect our interest expense. Our average cost of funds calculated on a GAAP basis was 14 bps above the one-month average SOFR and 8 bps above the six-month average SOFR for the quarter ended September 30, 2025. Our average economic cost of funds was 106 bps below the average one-month SOFR and 112 bps below the average six-month SOFR for the quarter ended September 30, 2025. The average term to maturity of the outstanding repurchase agreements was 39 days at September 30, 2025 and 26 days at December 31, 2024.
The tables below present the average balance of borrowings outstanding, interest expense and average cost of funds, and average one-month and six-month SOFR rates for the nine months ended September 30, 2025 and 2024, and for each quarter in 2025 to date and 2024, on both a GAAP and economic basis.
31
Table of Contents
($ in thousands)
Average
Interest Expense
Average Cost of Funds
Balance of
GAAP
Economic
GAAP
Economic
Borrowings
Basis
Basis
Basis
Basis
Three Months Ended
September 30, 2025
$
7,331,428
$
81,515
$
59,643
4.45
%
3.25
%
June 30, 2025
6,537,260
69,135
48,198
4.23
%
2.95
%
March 31, 2025
5,722,092
61,377
40,465
4.29
%
2.83
%
December 31, 2024
5,128,207
63,853
36,071
4.98
%
2.81
%
September 30, 2024
4,788,287
67,306
35,382
5.62
%
2.96
%
June 30, 2024
4,028,601
53,761
24,302
5.34
%
2.41
%
March 31, 2024
3,708,573
51,361
23,774
5.54
%
2.56
%
Nine Months Ended
September 30, 2025
$
6,530,260
$
212,027
$
148,306
4.33
%
3.03
%
September 30, 2024
4,175,154
172,428
83,458
5.51
%
2.67
%
Average GAAP Cost of Funds
Average Economic Cost of Funds
Relative to Average
Relative to Average
Average SOFR
One-Month
Six-Month
One-Month
Six-Month
One-Month
Six-Month
SOFR
SOFR
SOFR
SOFR
Three Months Ended
September 30, 2025
4.31
%
4.37
%
0.14
%
0.08
%
(1.06
)%
(1.12
)%
June 30, 2025
4.32
%
4.37
%
(0.09
)%
(0.14
)%
(1.37
)%
(1.42
)%
March 31, 2025
4.33
%
4.55
%
(0.04
)%
(0.26
)%
(1.50
)%
(1.72
)%
December 31, 2024
4.53
%
5.03
%
0.45
%
(0.05
)%
(1.72
)%
(2.22
)%
September 30, 2024
5.16
%
5.37
%
0.46
%
0.25
%
(2.20
)%
(2.41
)%
June 30, 2024
5.34
%
5.39
%
0.00
%
(0.05
)%
(2.93
)%
(2.98
)%
March 31, 2024
5.32
%
5.39
%
0.22
%
0.15
%
(2.76
)%
(2.83
)%
Nine Months Ended
September 30, 2025
4.32
%
4.43
%
0.01
%
(0.10
)%
(1.29
)%
(1.40
)%
September 30, 2024
5.27
%
5.38
%
0.24
%
0.13
%
(2.60
)%
(2.71
)%
Gains or Losses
The table below presents our gains or losses for the nine and three months ended September 30, 2025 and 2024.
(in thousands)
Nine Months Ended September 30,
Three Months Ended September 30,
2025
2024
Change
2025
2024
Change
Realized (losses) gains on sales of RMBS
$
(9,288
)
$
510
$
(9,798
)
$
-
$
510
$
(510
)
Unrealized gains on RMBS
146,504
73,699
72,805
59,372
161,564
(102,192
)
Total gains on RMBS
137,216
74,209
63,007
59,372
162,074
(102,702
)
(Losses) gains on interest rate futures
(26,789
)
16,100
(42,889
)
(3,159
)
(14,668
)
11,509
Losses on interest rate swaps
(102,549
)
(39,469
)
(63,080
)
(2,298
)
(110,085
)
107,787
Losses on payer swaptions (long positions)
-
(72
)
72
-
-
-
Losses on dual digital option
-
(500
)
500
-
(105
)
105
Losses on TBA securities (short positions)
(8,908
)
(3,370
)
(5,538
)
(4,272
)
(16,315
)
12,043
Gains on TBA securities (long positions)
1,529
453
1,076
957
348
609
Total losses from derivative instruments
$
(136,717
)
$
(26,858
)
$
(109,859
)
$
(8,772
)
$
(140,825
)
$
132,053
32
Table of Contents
We invest in RMBS 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 sales. However, we have sold, and may continue to sell, 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 nine months ended September 30, 2025, we received proceeds of $733.9 million from sales of RMBS, resulting in losses of approximately $9.3 million. During the nine months ended September 30, 2024, we received proceeds of $288.2 million from sales of RMBS, resulting in gains of approximately $0.5 million. Approximately $221.7 million of the 2024 proceeds consisted of pools that were consolidated into a larger pool and simultaneously acquired by us. No gain or loss was recorded on this resecuritization.
Realized and unrealized gains and losses on RMBS are driven in part by changes in yields and interest rates, the spreads that Agency RMBS trade relative to comparable duration U.S. Treasuries or swaps, as well as varying levels of demand for RMBS, which affect the pricing of the securities in our portfolio. The unrealized gains and losses on RMBS may also include the premium lost as a result of prepayments on the underlying mortgages, decreasing unrealized gains or increasing unrealized losses as prepayment speeds or premiums increase. To the extent RMBS are carried at a discount to par, unrealized gains or losses on RMBS would also include discount accreted as a result of prepayments on the underlying mortgages, increasing unrealized gains or decreasing unrealized losses as speeds on discounts increase. Gains and losses on interest rate futures contracts are affected by changes in implied forward rates during the reporting period. The table below presents historical interest rate data for each quarter end during 2025 to date and 2024.
5 Year
10 Year
15 Year
30 Year
U.S.
U.S.
Fixed-Rate
Fixed-Rate
90 Day
Treasury
Treasury
Mortgage
Mortgage
Average
Rate (1)
Rate (1)
Rate (2)
Rate (2)
SOFR (3)
September 30, 2025
3.73
%
4.15
%
5.49
%
6.30
%
4.35
%
June 30, 2025
3.80
%
4.23
%
5.89
%
6.77
%
4.34
%
March 31, 2025
3.98
%
4.25
%
5.89
%
6.65
%
4.35
%
December 31, 2024
4.38
%
4.57
%
6.00
%
6.85
%
4.69
%
September 30, 2024
3.58
%
3.80
%
5.16
%
6.08
%
5.31
%
June 30, 2024
4.33
%
4.34
%
6.16
%
6.86
%
5.35
%
March 31, 2024
4.22
%
4.21
%
6.11
%
6.79
%
5.35
%
(1)
Historical 5 and 10 Year U.S. Treasury Rates are obtained from quoted end of day prices on the Chicago Board Options Exchange.
(2)
Historical 30 Year and 15 Year Fixed Rate Mortgage Rates are obtained from Freddie Mac’s Primary Mortgage Market Survey.
(3)
Historical SOFR is obtained from the Federal Reserve Bank of New York. The SOFR averages are compounded averages of the SOFR over rolling 30 and 180 calendar day periods.
Unrealized Gains and Losses on PT RMBS
For the purpose of recording income on the Company’s investments in PT RMBS, interest income is based on the stated interest rate of the security. Using the fair value accounting method, premiums or discounts to the face value of the PT RMBS present at the date of purchase are not amortized. Premium lost and discount accretion resulting from monthly principal repayments are reflected in unrealized gains (losses) on RMBS in the statements of comprehensive income. The following table adjusts the Company’s interest income as reported on the Company’s statements of comprehensive income for the periods indicated to show interest income adjusted for premium amortization and discount accretion on its mortgage-backed security investments. The purpose of presenting this non-GAAP measure of interest income is to provide management and investors with an alternative way of evaluating yield on RMBS that may be more comparable to some of the Company's peers who amortize premiums and discounts on their PT RMBS investments.
33
Table of Contents
($ in thousands)
Unrealized Gains (Losses) on PT RMBS
Inclusive of
Price
Premium Amortization/
(Premium
Only
Discount Accretion
Average
Yield on
Amortization)/
Unrealized
Yield on
RMBS
Interest
Average
As
Discount
Gains
Interest
Average
Held
Income
RMBS
Reported (1)
Accretion (2)
(Losses)
Income (3)
RMBS (3)
Three Months Ended
September 30, 2025
$
7,674,720
$
108,434
5.65
%
$
59,418
$
(1,412
)
$
60,830
$
107,022
5.58
%
June 30, 2025
6,865,727
92,289
5.38
%
9,264
(1,471
)
10,735
90,818
5.29
%
March 31, 2025
5,995,702
81,090
5.41
%
77,445
2,608
74,837
83,698
5.58
%
December 31, 2024
5,348,057
71,996
5.38
%
(153,880
)
(1,600
)
(152,280
)
70,396
5.27
%
September 30, 2024
4,984,279
67,646
5.43
%
161,919
5,048
156,871
72,694
5.83
%
June 30, 2024
4,203,416
53,064
5.05
%
(26,642
)
4,402
(31,044
)
57,466
5.47
%
March 31, 2024
3,887,545
48,871
5.03
%
(62,111
)
3,037
(65,148
)
51,908
5.34
%
(1)
As reported in the Company’s statements of comprehensive income using the fair value accounting method.
(2)
Premium amortization/discount accretion for each period is calculated using the beginning of period market value of all securities. Amounts presented are intended to approximate amortization/accretion using the yield method over the life of the security based on premium/discount present at purchase date.
(3)
Interest Income – Inclusive of Premium Amortization/Discount Accretion and Yield on Average RMBS – Inclusive of Premium Amortization/Discount Accretion are non-GAAP measures. See “—GAAP and Non-GAAP Reconciliations,” for a description of our non-GAAP measures.
Expenses
For the nine and three months ended September 30, 2025, the Company’s total operating expenses were approximately $14.7 million, and $5.4 million, respectively, compared to approximately $12.4 million and $4.3 million for the nine and three months ended September 30, 2024. The table below presents a breakdown of operating expenses for the nine and three months ended September 30, 2025 and 2024.
(in thousands)
Nine Months Ended September 30,
Three Months Ended September 30,
2025
2024
Change
2025
2024
Change
Management fees
$
9,023
$
6,867
$
2,156
$
3,294
$
2,449
$
845
Allocated overhead
2,077
1,967
110
887
637
250
Incentive compensation
242
470
(228
)
221
269
(48
)
Directors fees and liability insurance
1,006
1,015
(9
)
334
343
(9
)
Audit, legal and other professional fees
1,053
1,065
(12
)
300
269
31
Direct REIT operating expenses
783
564
219
309
216
93
Other administrative
479
439
40
96
86
10
Total expenses
$
14,663
$
12,387
$
2,276
$
5,441
$
4,269
$
1,172
As of December 31, 2024 and 2023, the Company had accrued a liability of $0.6 million for bonuses to be paid to the Manager's employees. During the nine months ended September 30, 2025 and 2024, the Company awarded shares of Company common stock with a fair value of $0.2 million and $0.3 million, respectively. Accrued incentive compensation for the nine months ended September 30, 2025 and 2024 includes a reversal of the over accrual of this liability.
We are externally managed and advised by Bimini Advisors, LLC (the “Manager”) pursuant to the terms of a management agreement. The management agreement has been renewed through February 20, 2026 and provides for automatic one-year extension options thereafter and is subject to certain termination rights. Under the terms of the management agreement, the Manager is responsible for administering the business activities and day-to-day operations of the Company. The Manager receives a monthly management fee in the amount of:
●
One-twelfth of 1.5% of the first $250 million of the Company’s month end equity, as defined in the management agreement,
●
One-twelfth of 1.25% of the Company’s month end equity that is greater than $250 million and less than or equal to $500 million, and
●
One-twelfth of 1.00% of the Company’s month end equity that is greater than $500 million.
34
Table of Contents
The Company is obligated to reimburse the Manager for any direct expenses incurred on its behalf and to pay the Manager the Company’s pro rata portion of certain overhead costs set forth in the management agreement.
On April 1, 2022, pursuant to the third amendment to the management agreement entered into on November 16, 2021, the Manager began providing certain repurchase agreement trading, clearing and administrative services to the Company that had been previously provided by AVM, L.P. under an agreement terminated on March 31, 2022. In consideration for such services, the Company pays the following fees to the Manager:
●
A daily fee equal to the outstanding principal balance of repurchase agreement funding in place as of the end of such day multiplied by 1.5 basis points for the amount of aggregate outstanding principal balance less than or equal to $5 billion, and multiplied by 1.0 basis point for any amount of aggregate outstanding principal balance in excess of $5 billion, and
●
A fee for the clearing and operational services provided by personnel of the Manager equal to $10,000 per month.
Should the Company terminate the management agreement without cause, it will pay the Manager a termination fee equal to three times the average annual management fee, as defined in the management agreement, before or on the last day of the term of the agreement.
The following table summarizes the management fee and overhead allocation expenses for the nine months ended September 30, 2025 and 2024, and for each quarter in 2025 to date and 2024.
($ in thousands)
Average
Average
Advisory Services
Orchid
Orchid
Management
Overhead
Three Months Ended
MBS
Equity
Fee
Allocation
Total
September 30, 2025
$
7,674,720
$
1,108,307
$
3,294
$
887
$
4,181
June 30, 2025
6,865,727
1,012,986
2,982
582
3,564
March 31, 2025
5,995,702
902,590
2,747
608
3,355
December 31, 2024
5,348,057
817,241
2,487
677
3,164
September 30, 2024
4,984,279
780,010
2,449
637
3,086
June 30, 2024
4,203,416
699,766
2,257
732
2,989
March 31, 2024
3,887,545
672,057
2,161
598
2,759
Nine Months Ended
September 30, 2025
$
6,845,383
$
1,007,961
$
9,023
$
2,077
$
11,100
September 30, 2024
4,358,413
717,278
6,867
1,967
8,834
Financial Condition:
Mortgage-Backed Securities
As of September 30, 2025, our RMBS portfolio consisted of $8.4 billion of Agency RMBS at fair value and had a weighted average coupon on assets of 5.49%. During the nine months ended September 30, 2025, we received principal repayments of $544.9 million, compared to $310.3 million for the nine months ended September 30, 2024. The average three month prepayment speeds for the quarters ended September 30, 2025 and 2024 were 10.1% and 8.8%, respectively.
The following table presents the 3-month constant prepayment rate (“CPR”) experienced on our structured and PT RMBS sub-portfolios, on an annualized basis, for the quarterly periods presented. CPR is a method of expressing the prepayment rate for a mortgage pool that assumes that a constant fraction of the remaining principal is prepaid each month or year. Specifically, the CPR in the chart below represents the three month prepayment rate of the securities in the respective asset category.
Structured
PT RMBS
RMBS
Total
Three Months Ended
Portfolio (%)
Portfolio (%)
Portfolio (%)
September 30, 2025
10.1
8.1
10.1
June 30, 2025
10.1
6.3
10.1
March 31, 2025
7.8
4.5
7.8
December 31, 2024
10.6
7.0
10.5
September 30, 2024
8.8
6.4
8.8
June 30, 2024
7.6
7.1
7.6
March 31, 2024
6.0
5.9
6.0
35
Table of Contents
The following tables summarize certain characteristics of the Company’s PT RMBS and structured RMBS as of September 30, 2025 and December 31, 2024:
($ in thousands)
Weighted
Percentage
Average
of
Weighted
Maturity
Fair
Entire
Average
in
Longest
Asset Category
Value
Portfolio
Coupon
Months
Maturity
September 30, 2025
Fixed Rate RMBS
$
8,341,899
99.8
%
5.51
%
334
1-Sep-55
Interest-Only Securities
13,975
0.2
%
4.01
%
204
25-Jul-48
Inverse Interest-Only Securities
206
0.0
%
0.00
%
252
15-Jun-42
Total Mortgage Assets
$
8,356,080
100.0
%
5.49
%
333
1-Sep-55
December 31, 2024
Fixed Rate RMBS
$
5,237,812
99.7
%
5.03
%
330
1-Nov-54
Interest-Only Securities
15,308
0.3
%
4.01
%
212
25-Jul-48
Inverse Interest-Only Securities
190
0.0
%
0.00
%
261
15-Jun-42
Total Mortgage Assets
$
5,253,310
100.0
%
4.99
%
328
1-Nov-54
($ in thousands)
September 30, 2025
December 31, 2024
Percentage of
Percentage of
Agency
Fair Value
Entire Portfolio
Fair Value
Entire Portfolio
Fannie Mae
$
4,741,967
56.7
%
$
3,693,032
70.3
%
Freddie Mac
3,614,113
43.3
%
1,560,278
29.7
%
Total Portfolio
$
8,356,080
100.0
%
$
5,253,310
100.0
%
September 30, 2025
December 31, 2024
Weighted Average Pass-through Purchase Price
$
102.33
$
102.45
Weighted Average Structured Purchase Price
$
18.74
$
18.74
Weighted Average Pass-through Current Price
$
101.07
$
96.44
Weighted Average Structured Current Price
$
14.65
$
14.38
Effective Duration (1)
2.991
4.200
(1)
Effective duration is the approximate percentage change in price for a 100 bps change in rates. An effective duration of 2.991 indicates that an interest rate increase of 1.0% would be expected to cause a 2.991% decrease in the value of the RMBS in the Company’s investment portfolio at September 30, 2025. An effective duration of 4.200 indicates that an interest rate increase of 1.0% would be expected to cause a 4.200% decrease in the value of the RMBS in the Company’s investment portfolio at December 31, 2024. These figures include the structured securities in the portfolio, but do not include the effect of the Company’s funding cost hedges. Effective duration quotes for individual investments are obtained from The Yield Book, Inc.
The following table presents a summary of portfolio assets acquired during the nine months ended September 30, 2025 and 2024, including securities purchased during the period that settled after the end of the period, if any.
($ in thousands)
2025
2024
Total Cost
Average Price
Weighted Average Yield
Total Cost
Average Price
Weighted Average Yield
Pass-through RMBS
$
4,244,377
$
101.91
5.45
%
$
2,073,150
$
102.34
5.72
%
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Table of Contents
Borrowings
As of September 30, 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 26 of these counterparties. None of these lenders are affiliated with the Company. These borrowings are secured by the Company’s RMBS and cash, and bear interest at prevailing market rates. We believe our established repurchase agreement borrowing facilities provide borrowing capacity in excess of our needs.
As of September 30, 2025, we had obligations outstanding under the repurchase agreements of approximately $8.0 billion with a net weighted average borrowing cost of 4.33%. The remaining maturity of our outstanding repurchase agreement obligations ranged from 8 to 356 days, with a weighted average remaining maturity of 39 days. Securing the repurchase agreement obligations as of September 30, 2025 are RMBS with an estimated fair value, including accrued interest, of approximately $8.4 billion, and cash pledged to counterparties of approximately $26.4 million. Through October 24, 2025, we have been able to maintain our repurchase facilities with comparable terms to those that existed at September 30, 2025, with maturities through September 21, 2026.
The table below presents information about our period end, maximum and average balances of borrowings for each quarter in 2025 to date and 2024.
($ in thousands)
Difference Between Ending
Ending
Maximum
Average
Borrowings and
Balance of
Balance of
Balance of
Average Borrowings
Three Months Ended
Borrowings
Borrowings
Borrowings
Amount
Percent
September 30, 2025
$
8,006,978
$
8,024,512
$
7,331,428
$
675,550
9.21
%
June 30, 2025
6,655,879
6,655,879
6,537,260
118,619
1.81
%
March 31, 2025
6,418,641
6,453,905
5,722,092
696,549
12.17
%
December 31, 2024
5,025,543
5,230,871
5,128,207
(102,664
)
(2.00
)%
September 30, 2024
5,230,871
5,252,365
4,788,287
442,584
9.24
%
June 30, 2024
4,345,704
4,354,704
4,028,601
317,103
7.87
%
March 31, 2024
3,711,498
3,774,739
3,708,573
2,925
0.08
%
Leverage
We use two primary measures of leverage. Economic leverage is calculated by dividing the sum of total liabilities and our net notional TBA position, by stockholders' equity. We include our net TBA position in our calculation of economic leverage because a forward contract to purchase or sell an Agency RMBS in the TBA market carries similar risks to an Agency RMBS purchased or sold in the cash market and funded with repurchase agreement liabilities. Adjusted leverage is calculated by dividing our repurchase agreements by stockholders' equity. Our economic leverage as of September 30, 2025 was 7.4 to 1, compared to 7.3 to 1 as of December 31, 2024. Our adjusted leverage as of September 30, 2025 was 7.4 to 1, compared to 7.5 to 1 as of December 31, 2024. The following table presents information related to our historical leverage.
($ in thousands)
Ending
Ending
Ending
Ending
Repurchase
Total
Net TBA
Stockholders'
Adjusted
Economic
Agreements
Liabilities
Positions
Equity
Leverage
Leverage
September 30, 2025
$
8,006,978
$
8,052,944
$
(32,000
)
$
1,086,090
7.4:1
7.4:1
June 30, 2025
6,655,879
6,698,673
-
911,959
7.3:1
7.3:1
March 31, 2025
6,418,641
6,448,404
200,000
855,879
7.5:1
7.8:1
December 31, 2024
5,025,543
5,053,127
(150,000
)
668,500
7.5:1
7.3:1
September 30, 2024
5,230,871
5,260,469
(300,000
)
656,024
8.0:1
7.6:1
June 30, 2024
4,345,704
4,373,973
(400,000
)
555,932
7.8:1
7.1:1
March 31, 2024
3,711,498
3,733,031
(370,700
)
481,632
7.7:1
7.0:1
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Table of Contents
Liquidity and Capital Resources
Liquidity is our ability to turn non-cash assets into cash, purchase additional investments, repay principal and interest on borrowings, fund overhead, fulfill margin calls and pay dividends. We have both internal and external sources of liquidity. However, our 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 RMBS portfolio. Management believes that we currently have sufficient short-term and long-term liquidity and capital resources available for (a) the acquisition of additional investments consistent with the size and nature of our existing RMBS portfolio, (b) the repayments on borrowings and (c) the payment of dividends to the extent required for our continued qualification as a REIT. We may also generate liquidity from time to time by selling our equity or debt securities in public offerings or private placements.
Internal Sources of Liquidity
Our internal sources of liquidity include our cash balances, unencumbered assets and our ability to liquidate our encumbered security holdings. Our balance sheet also generates liquidity on an on-going basis through payments of principal and interest we receive on our RMBS portfolio. Because our PT RMBS portfolio consists entirely of government and agency securities, we do not anticipate having difficulty converting our assets to cash should our liquidity needs ever exceed our immediately available sources of cash. Our structured RMBS portfolio also consists entirely of governmental agency securities, although they typically do not trade with comparable bid / ask spreads as PT RMBS. However, we anticipate that we would be able to liquidate such securities readily, even in distressed markets, although we would likely do so at prices below where such securities could be sold in a more stable market. To enhance our liquidity even further, we may pledge a portion of our structured RMBS as part of a repurchase agreement funding but retain the cash in lieu of acquiring additional assets. In this way we can, at a modest cost, retain higher levels of cash on hand and decrease the likelihood we will have to sell assets in a distressed market in order to raise cash.
Our strategy for hedging our funding costs typically involves taking short positions in interest rate futures, interest rate swaps, interest rate swaptions 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 via margin calls to offset the derivative 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.
External Sources of Liquidity
Our primary external sources of liquidity are our ability to (i) borrow under master repurchase agreements, (ii) use the TBA security market and (iii) sell our equity or debt securities in public offerings or private placements. Our borrowing capacity will vary over time as the market value of our interest earning assets varies. Our master repurchase agreements have no stated expiration but can be terminated at any time at our option or at the option of the counterparty. However, once a definitive repurchase agreement under a master repurchase agreement has been entered into, it generally may not be terminated by either party. A negotiated termination can occur but may involve a fee to be paid by the party seeking to terminate the repurchase agreement transaction.
Under our repurchase agreement funding arrangements, we are required to post margin at the initiation of the borrowing. The margin posted represents the haircut, which is a percentage of the market value of the collateral pledged. To the extent the market value of the asset collateralizing the financing transaction declines, the market value of our posted margin will be insufficient, and we will be required to post additional collateral. Conversely, if the market value of the asset pledged increases in value, we would be over collateralized and we would be entitled to have excess margin returned to us by the counterparty. Our lenders typically value our pledged securities daily to ensure the adequacy of our margin and make margin calls as needed, as do we. Typically, but not always, the parties agree to a minimum threshold amount for margin calls so as to avoid the need for nuisance margin calls on a daily basis. Our master repurchase agreements do not specify the haircut; rather haircuts are determined on an individual repo transaction basis. Throughout the nine months ended September 30, 2025, haircuts on our pledged collateral remained stable and as of September 30, 2025, our weighted average haircut was approximately 4.1% of the value of our collateral.
TBAs represent a form of off-balance sheet financing and are accounted for as derivative instruments. (See Note 5 to our Financial Statements in this Form 10-Q for additional details on our TBAs). Under certain market conditions, it may be uneconomical for us to roll our TBAs into future months and we may need to take or make physical delivery of the underlying securities. If we were required to take physical delivery to settle a long TBA, we would have to fund our total purchase commitment with cash or other financing sources and our liquidity position could be negatively impacted.
38
Table of Contents
Our TBAs are also subject to margin requirements governed by the Mortgage-Backed Securities Division ("MBSD") of the FICC and by our Master Securities Forward Transaction Agreements (“MSFTAs”), which may establish margin levels in excess of the MBSD. Such provisions require that we establish an initial margin based on the notional value of the TBA, which is subject to increase if the estimated fair value of our TBAs or the estimated fair value of our pledged collateral declines. The MBSD has the sole discretion to determine the value of our TBAs and of the pledged collateral securing such contracts. In the event of a margin call, we must generally provide additional collateral on the same business day.
Settlement of our TBA obligations by taking delivery of the underlying securities as well as satisfying margin requirements could negatively impact our liquidity position. However, since we do not use TBA dollar roll transactions as our primary source of financing, we believe that we will have adequate sources of liquidity to meet such obligations.
We invest a portion of our capital in structured Agency RMBS. 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 repurchase market. This structured RMBS strategy has been a core element of the Company’s overall investment strategy since inception. However, we have and may continue to pledge a portion of our structured RMBS in order to raise our cash levels, but generally will not pledge these securities in order to acquire additional assets.
In future periods, we expect to continue to finance our activities in a manner that is consistent with our current operations through repurchase agreements. As of September 30, 2025, we had cash and cash equivalents of $583.9 million. We generated cash flows of $793.9 million from principal and interest payments on our RMBS and had average repurchase agreements outstanding of $6.5 billion during the nine months ended September 30, 2025.
As described more fully below, we may also access liquidity by selling our equity or debt securities in public offerings or private placements.
Capital Expenditures
At September 30, 2025, we had no material commitments for capital expenditures.
Stockholders ’ Equity
On March 7, 2023, we entered into an equity distribution agreement (the “March 2023 Equity Distribution Agreement”) with three sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount of $250,000,000 of gross proceeds from the sales of shares of our common stock in transactions that were deemed to be “at the market” offerings and privately negotiated transactions. We issued a total of 24,675,497 shares under the March 2023 Equity Distribution Agreement for aggregate gross proceeds of approximately $228.8 million and net proceeds of approximately $225.0 million, after commissions and fees, prior to its termination in June 2024.
On June 11, 2024, we entered into an equity distribution agreement (the “June 2024 Equity Distribution Agreement”) with three sales agents pursuant to which we could offer and sell, from time to time, up to an aggregate amount of $250,000,000 of gross proceeds from the sales of shares of our common stock in transactions that were deemed to be “at the market” offerings and privately negotiated transactions. We issued a total of 30,513,253 shares under the June 2024 Equity Distribution Agreement for aggregate gross proceeds of approximately $250.0 million and net proceeds of approximately $245.8 million, after commissions and fees, prior to its termination in February 2025.
On February 24, 2025, we entered into an equity distribution agreement (the “February 2025 Equity Distribution Agreement”) with four sales agents pursuant to which we may offer and sell, from time to time, up to an aggregate amount of $350,000,000 of gross proceeds from the sales of shares of our common stock in transactions that are deemed to be “at the market” offerings and privately negotiated transactions. On July 28, 2025, the February 2025 Equity Distribution Agreement was amended to increase the aggregate amount of gross proceeds from the sales of shares that may be offered by $150,000,000 to a total of $500,000,000. Through September 30, 2025, we issued a total of 56,019,745 shares under the February 2025 Equity Distribution Agreement for aggregate gross proceeds of approximately $420.2 million, and net proceeds of approximately $413.5 million, after commissions and fees. Subsequent to September 30, 2025, we issued a total of 3,472,759 shares under the February 2025 Equity Distribution Agreement for aggregate gross proceeds of approximately $25.0 million, and net proceeds of approximately $24.6 million, after commissions and fees .
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Outlook
Economic Summary
The third quarter may prove to be pivotal. Offsetting forces have driven economic activity and outlook since the new U.S. presidential administration took office in January. On the one hand the significant tariffs introduced have clouded the economic outlook and added upward pressure on prices – or at least such upward pressure is anticipated even if it hasn’t materialized to the extent expected to date. On the other hand, the administration has a decidedly pro-business agenda and has enacted the One Big Beautiful Bill Act (the “OBBB”), which made permanent most of the tax legislation originally enacted in 2017 as part of the Tax Cuts and Jobs Act of 2017, with minor revisions. The OBBB is likely to be stimulative for the economy yet unlikely to reduce pressure on the fiscal deficit in the near term, itself a source of stimulus for the economy. The net effect of these two opposing forces appears, at least for now, to be leaning in the direction of economic weakness, especially for the labor market, which softened during the third quarter. The Chairman of the Fed, has stated the FOMC views the balance of risks as skewed towards economic and labor market weakness versus inflation, with the effects of tariffs causing only a one-time increase in prices versus a persistent source of inflation. In response to the deterioration in the labor market, the Fed lowered the Fed Funds rate by 25 basis points at their September meeting, and subsequent remarks by the Chairman imply they will do so again at upcoming meetings, consistent with market expectations.
The impact of tariffs on inflation, particularly goods inflation, has yet to meet market expectations although there is evidence of such price pressures emerging. Further, it remains possible, to the extent tariff-induced price increases have been absorbed by other parties along the supply chain, that such pressure could increase in the future to the extent the price increases are not fully absorbed. There is also the possibility that the stimulative effects of the OBBB and numerous other efforts on the part of the administration to reduce regulations, stimulate growth and onshore of production back into the U.S. could prevail and cause economic growth to rebound, perhaps significantly. These considerations are behind the subset of Fed officials and market participants that feel economic and labor market weakness, and the need for the Fed to ease monetary policy, is misplaced or will only prove to be temporary.
On October 1, 2025, the U.S. federal government shut down as Congress was unable to agree on a funding bill to keep the government running. The shutdown of the government prevented most economic data from being released, adding uncertainty to the economic outlook. To the extent the shutdown continues for too long the shutdown itself will become a source of economic weakness as most federal employees go unpaid and the government – the largest consumer in the economy – has limited capacity to spend.
Interest Rates
Interest rate movements during the third quarter were very minor – less than 10 basis points – for all points along the cash U.S. Treasury curve and the SOFR swap curve for maturities longer than 2 years. For shorter maturities rate movements were larger – and as much as 35 to 40 basis points lower – for maturities inside 2 years. The largest declines were around the 6-month maturity, reflecting market expectations of interest rate cuts by the Fed over the next two quarters. One-year maturities, in both cash U.S. Treasuries and SOFR swaps, declined by 30 and 22 basis points, respectively, again reflecting market expectations of Fed Funds rate cuts in the near term. Since the end of the third quarter, interest rates have declined slightly more – approximately 10 basis points in the case of longer maturities – as a result of uncertainty surrounding the government shutdown.
As rates were relatively stable for longer maturity U.S. Treasuries and SOFR swaps and lower for shorter duration instruments, both the cash U.S. Treasury curve and SOFR swap curve remained upward sloping and the steepness of both curves increased modestly. The spread between the 2-year and 10-year U.S. Treasury securities has increased by approximately 5 basis points to approximately 55 basis points at quarter end, and remained in that area since.
While interest rates were relatively unchanged during the quarter, implied volatility in interest rate swaptions declined materially during the quarter. The MOVE index, comprised of a basket of four interest rate swaptions and a widely referenced proxy for interest rate volatility, has been declining since May 2025, when the administration announced reciprocal tariffs. The index peaked in April at nearly 140 and has declined since, reaching a recent low of just under 70 on October 3, 2025. The index was at approximately 90 on June 30, 2025. Declining interest rate volatility is beneficial for Agency RMBS given the prepayment option held by the borrowers of the loans underlying the securities.
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The Agency RMBS Market
The market conditions described above – low interest rate volatility and the prospects for reduced funding levels via Fed Funds rate cuts – were generally conducive to Agency RMBS performance. Spreads to comparable duration U.S. Treasuries and SOFR swaps declined, and most securities generated positive absolute and relative returns. However, as prevailing mortgage rates available to borrowers declined over the third quarter and into the fourth quarter prepayments have increased for securities with premium prices and expectations for continued high prepayment rates remain. The Mortgage Bankers Association index of 30-year contract rates declined from 6.79% for the week ended June 27, 2025, to 6.46% for the week ended September 26, 2025. The index has declined slightly more since the end of the third quarter. Secondly, the Trump administration has spoken of privatizing the Enterprises, although it does not appear as if this development is imminent. If it were to occur, an important consideration would be if the implicit government guarantee of the securities issued by the Enterprises would be retained. Comments made by the administration to date indicate that they would likely be maintained, but there can be no assurance that would be the case.
The Agency RMBS index generated a return for the third quarter of 2.4% and a return of 1.2% versus comparable duration swaps, as compared to 2.7% and 1.5%, respectively for these measures, for the investment grade corporate index, and 2.4% and 1.3%, respectively for these measures, for high yield debt. Total returns for U.S. Treasury securities and most sectors of the fixed income markets generated positive total returns and excess returns versus comparable duration swaps for the third quarter.
Within Agency RMBS for the third quarter of 2025, conventional 30-year mortgages generated a total return of 2.6%, 15-year mortgages generated a total return of 1.5% and Ginnie Mae 30-year mortgages generated a total return of 2.2%. Versus comparable duration swaps, the returns were 1.4%, 0.4% and 1.0% for 30-year conventional, 15-year conventional and Ginnie Mae 30-year mortgages, respectively. The Company invests predominantly in 30-year conventional mortgages. Because of the prospect of higher prepayment speeds and their negative effects on realized yields, higher coupon and premium dollar price Agency RMBS generated returns that lagged all lower coupons. Absolute returns within the 30-year stack of coupons ranged between 3.1% and 2.5% for par and lower dollar price Agency RMBS, and generally followed the durations of the Agency RMBS, with high duration/lower coupon Agency RMBS generating the highest returns. Agency RMBS with premium prices ranged from 2.3% to 0.7%, again with the longest duration/lowest coupons generating the highest returns. Versus comparable duration swaps, excess returns followed a similar pattern with the exception of the 4.0 and 4.5% coupons generating excess returns higher than surrounding coupon Agency RMBS – the result of market technical developments (a shortage of available bonds versus demand) that emerged during the third quarter. The range of excess returns across the coupon stack ranged from 1.9% for 2.0% coupons to 0.4% for 6.5% securities, and 7.0% securities had a negative excess return of -0.5%.
Recent Legislative and Regulatory Developments
In response to the deterioration in the markets for U.S. Treasuries, Agency RMBS 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 RMBS 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 RMBS 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 RMBS 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. Treasury securities and remove the cap on Agency RMBS 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 RMBS below $20 billion per month throughout 2024 and the third quarter of 2025. As of September 30, 2025, the Fed had reduced its balance sheet for Agency RMBS by approximately $654 billion from the peak to $2.1 trillion, shedding approximately 49% of the Agency RMBS added during pandemic quantitative easing and representing the lowest level since February 2021. In remarks on October 14, 2025, Fed Chairman Jerome Powell signaled that the Fed may end its balance sheet runoff in the coming months.
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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. In March 2025, the Trump administration's nominee for FHFA director, Bill Pulte, was confirmed and replaced 14 board members at the Enterprises. Although this led to some speculation in the market regarding an end to conservatorship, the new FHFA director signaled a more cautious approach, stating that significant study on the impact to mortgage rates would need to be done prior to any privatization of the Enterprises. During the third quarter of 2025, the Trump administration signaled an intention to begin the privatization of the Enterprises through an initial public offering, but did not announce that they have taken any formal steps towards such an offering.
On July 27, 2023, the federal banking regulators, including the Office of the Comptroller of the Currency, (the "OCC") 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 RMBS sold to the GSEs, which could disincentivize banks from originating mortgages for sale to the GSEs and impact pricing in the Agency RMBS 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. While implementation of the Basel III Endgame has since stalled, Fed Vice Chair for Supervision 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 market expects to be more capital-neutral than the original proposal. On June 27, 2025, the Fed, OCC and FDIC jointly issued a proposed rule to revise the enhanced supplementary leverage ratio for globally systemically important bank holding companies (“GSIBs”), with comments open to the public until August 26, 2025. The proposed rule seeks to promote effective GSIB capital management and remove disincentives for banks to engage in low-risk activities, particularly in the U.S. Treasury market. This shift is expected to free up significant capital, allowing GSIBs greater discretion in asset allocation and potentially fostering increased lending and economic activity.
The scope and nature of the actions the U.S. government or the Fed will ultimately undertake are unknown and will continue to evolve.
Effect on Us
Regulatory developments, movements in interest rates and prepayment rates affect us in many ways, including the following:
Effects on our Assets
A change in or elimination of the guarantee structure of Agency RMBS 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 RMBS may cause us to change our investment strategy to focus on non-Agency 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.
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 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.
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If prepayment levels increase, the value of any of our Agency RMBS 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 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 RMBS 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 RMBS 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 RMBS, which would shorten the timeframe over which an investor would receive the principal of the underlying loans. Agency RMBS 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 RMBS 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.
Higher long-term rates can also affect the value of our Agency 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 RMBS declines. Some of the instruments we use to hedge our Agency RMBS 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 RMBS assets, our hedges may not adequately protect us from price 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-through Agency RMBS.
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 RMBS 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 RMBS, particularly PT RMBS backed by fixed-rate mortgages.
Effects on our borrowing costs
We leverage our PT RMBS portfolio and a portion of our structured Agency RMBS with principal balances through the use of short-term repurchase agreement transactions. The interest rates on our debt are determined by the short 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 RMBS 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.
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 and T-Note futures contracts, dual digital options or interest rate swaptions.
Summary
The path of economic performance, the level of interest rates and the performance of Agency RMBS appear to be at a crossroads. During the third quarter, the path seemed to steer towards slower growth, lower rates and generally solid performance for Agency RMBS. The labor market in particular appears to have weakened significantly over the past two quarters, and the Fed intervened and lowered the Fed Funds rate by 25 basis points in September and appears likely to do so again at their October meeting at least, if not more times at subsequent meetings. The U.S. federal government shut down again on October 1, 2025, and this has only added to the fear the economy will remain weak. However, other measures of economic performance, when available, indicate the economy may not be so weak. Growth, as measured by GDP, remains well above 0%, retail sales and corporate earnings remain strong, developments with artificial intelligence have the potential to materially lift productivity and output, and the administration has a profoundly pro-growth agenda – all of which suggest the current softness may be temporary. The outcome will likely emerge over the next quarter or two.
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While it remains to be seen just which path the economy takes going forward, the third quarter was conducive to solid performance for the Agency RMBS market and the Company. The sector generated positive absolute and excess returns, and the Company generated a positive total return for the quarter as well. The Company continued grow its capital through the issuance of shares of common stock through its at the market program. While Agency RMBS generated positive returns for the third quarter of 2025, returns available in the sector remain above historical averages. To the extent such favorable market conditions persist, we expect that new capital can be deployed with the prospects for above average returns.
Critical Accounting Estimates
Our condensed financial statements are prepared in accordance with GAAP. GAAP requires our management to make some complex and subjective decisions and assessments. Our most critical accounting estimates involve decisions and assessments which could significantly affect reported assets, liabilities, revenues and expenses. There have been no changes to our critical accounting estimates as discussed in our annual report on Form 10-K for the year ended December 31, 2024.
Dividends
In addition to other requirements that must be satisfied to continue to qualify as a REIT, we must pay annual dividends to our stockholders of at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gains. REIT taxable income (loss) is computed in accordance with the Code and can be greater than or less than our financial statement net income (loss) computed in accordance with GAAP. These book to tax differences primarily relate to the recognition of interest income on RMBS, unrealized gains and losses on RMBS, and the amortization of losses on derivative instruments that are treated as funding hedges for tax purposes.
We intend to pay regular monthly dividends to our stockholders and have declared the following dividends since the completion of our IPO.
(in thousands, except per share amounts)
Year
Per Share Amount
Total
2013
$
6.975
$
4,662
2014
10.800
22,643
2015
9.600
38,748
2016
8.400
41,388
2017
8.400
70,717
2018
5.350
55,814
2019
4.800
54,421
2020
3.950
53,570
2021
3.900
97,601
2022
2.475
87,906
2023
1.800
81,127
2024
1.440
96,309
2025 - YTD (1)
1.200
147,192
Totals
$
69.090
$
852,098
(1)
On October 15, 2025, the Company declared a dividend of $0.12 per share to be paid on November 26, 2025. The effect of this dividend is included in the table above but is not reflected in the Company’s financial statements as of September 30, 2025.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.