UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 27, 2022
Orchid Island Capital, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland
001-35236
27-3269228
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
3305 Flamingo Drive
,
Vero Beach
,
Florida
32963
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code
(
772
)
231-1400
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
☐
☐
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
Trading symbol:
Name of each exchange on which registered:
Common Stock, par value $0.01 per share
ORC
NYSE
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 2.02. Results of Operations and Financial Condition.
On October 27, 2022, Orchid Island Capital, Inc. (the “Company”) issued the press release attached hereto as Exhibit 99.1 announcing
the Company’s results of operations for the period ended September 30, 2022. In addition, the Company posted supplemental financial
information on the investor relations section of its website (https://ir.orchidislandcapital.com). The press release, attached as Exhibit
99.1, is being furnished under this “Item 2.02 Results of Operations and Financial Condition,” and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any disclosure
document of the Company, except as shall be expressly set forth by specific reference in such document.
Item 8.01 Other Events
In a Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 12, 2022 (the “Original 8-K”), the
Company announced the approval by its board of directors of an increase to its previously announced stock repurchase program (the
“Repurchase Program”) for up to an additional 4,300,000 shares of the Company’s common stock. The total number of shares
authorized under the Repurchase Program immediately after the increase was 6,183,601 shares, representing approximately 18% of
the Company’s then-outstanding shares of common stock. The Original 8-K incorrectly stated that the total authorization under the
Repurchase Program after the increase was 5,046,499 shares, representing approximately 15% of the Company’s then-outstanding
shares of common stock.
Caution About Forward-Looking Statements.
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995 and other federal securities laws, including, but not limited to, statements regarding interest rates, inflation, liquidity,
pledging of our structured RMBS, funding levels and spreads, prepayment speeds, portfolio positioning and repositioning, hedging
levels, dividends, growth, 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 Federal Reserve, market expectations, future opportunities
and prospects of the Company, the stock repurchase program and general economic conditions. These forward-looking statements are
based upon the Company’s present expectations, but the Company cannot assure investors that actual results will not vary from the
expectations contained in the forward-looking statements. Investors should not place undue reliance upon forward-looking statements.
For further discussion of the factors that could affect outcomes, please refer to the “Risk Factors” section of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2021, which has been filed with the SEC, and other documents that the
Company files with the SEC. All forward-looking statements speak only as of the date on which they are made. New risks and
uncertainties arise over time, and it is not possible to predict those events or how they may affect the Company. Except as required by
law, the Company is not obligated to, and does not intend to, update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL
document)
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: October 27, 2022
By:
/s/ Robert E. Cauley
Robert E. Cauley
Chairman and Chief Executive Officer