BMNM on OTC

BIMINI CAPITAL MANAGEMENT, INC.

BIMINI CAPITAL MANAGEMENT, INC. is an American real estate investment trust based in Baltimore, active since 2003.2 Its shares trade on OTC under the symbol BMNM.2

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Last updated Oct 21, 2026.

Overview

$23.7MRevenue, fiscal 20253
$5.8MNet income, fiscal 20253

Compare with Cherry Hill Mortgage Investment Corp, InPoint Commercial Real Estate Income, Inc. or Sunrise Realty Trust, Inc., or pick any stock.

  • TickerBMNM on OTC2
  • IndustryReal Estate Investment Trusts2
  • HeadquartersBaltimore, United States2
  • Incorporated inMD4
  • Business address3305 Flamingo Drive, Vero Beach, Fl 329634
  • Filer categoryNon-accelerated filer, Smaller reporting company4
  • Legal formStock Corporation2
  • LEI549300M6D7LKW2BFQI762
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressC/O CSC-LAWYERS INCORPORATING SERVICE COMPANY, 21202 Baltimore, United States2
  • Registered withBusiness Services (Maryland Department of Assessments and Taxation), D075832062

Bimini Capital Management, Inc., a Maryland corporation (“Bimini Capital” and, collectively with its subsidiaries, the “Company,” “we”, “us” or “our”) is a specialty finance company that operates in two business segments: (i) investing in mortgage-backed securities (“MBS”) and Orchid Island Capital, Inc. (“Orchid”) common stock in our own portfolio, (ii) and serving as the external manager of Orchid which also invests in MBS. In both cases, the principal and interest payments of these MBS are guaranteed by Fannie Mae, Freddie Mac or the Government National Mortgage Association (“Ginnie Mae” and, collectively with Fannie Mae and Freddie Mac, “GSEs”) and are backed primarily by single-family residential mortgage loans. We refer to these types of MBS as “Agency MBS.” Our portfolio primarily consists of traditional pass-through ("PT") Agency MBS, such as mortgage PT certificates and collater…7 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

24.5%Net margin3
21.9%Revenue growth, 20253
46.0%Return on equity3
2.17×Debt to equity3

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Selling, general and admin48¢$12.6M
  • Interest26¢$6.8M
  • Income tax5¢$1.3M
  • Profit22¢$5.8M

Out of $23.7M in revenue.3

Where each dollar of operating cash went, fiscal 2025

  • Kept or used elsewhere100¢$2.9M

Out of $2.9M of cash from operations.3

Financial statements

Revenue89101112133$23.7M in 2025+33% since 2018
0$10.0M$20.0M$30.0M2018: $17.8M$17.8M20182019: $16.2M$16.2M2019−9%2020: $12.3M$12.3M2020−24%2021: $14.0M$14.0M2021+14%2022: $16.2M$16.2M2022+15%2023: $17.9M$17.9M2023+11%2024: $19.4M$19.4M2024+8%2025: $23.7M$23.7M2025+22%
Net income89101112133$5.8M in 2025
-$40.0M-$20.0M0$20.0M2018: -$26.8M-$26.8M20182019: $13.3M$13.3M20192020: -$5.5M-$5.5M20202021: $275.4K$275.4K20212022: -$19.8M-$19.8M20222023: -$4.0M-$4.0M2023−80%2024: -$1.3M-$1.3M2024−67%2025: $5.8M$5.8M2025

Every line of the income statement as filed: the last 2 fiscal years, latest first.3

Period ending2025-12-312024-12-31
Advisory services$16.6M$12.8M
Interest income$6.3M$5.8M
Dividend income from Orchid Island Capital, Inc. common stock$819.5K$819.5K
Total revenues$23.7M$19.4M
Repurchase agreements-$4.7M-$5.1M
Long-term debt-$2.1M-$2.4M
Net revenues$16.9M$11.9M
Unrealized gains (losses) on investments$2.7M-$308.5K
(Losses) gains on derivative instruments-$1.9M$2.4M
Other income$0$19
Other income, net$205.1K$1.2M
Compensation and related benefits$8.3M$7.3M
Direct advisory service costs$1.7M$1.7M
Directors' fees and liability insurance$871.7K$841.2K
Audit, legal and other professional fees$1.1M$653.6K
Administrative and other expenses$603.5K$808.8K
Total expenses$12.6M$11.3M
Net income before income tax (benefit) provision$4.5M$1.8M
Income tax (benefit) provision-$1.3M$3.1M
Net income (loss)$5.8M-$1.3M

Compare BIMINI CAPITAL MANAGEMENT, INC. with another company

Corporate structure

BIMINI CAPITAL MANAGEMENT, INC. sits at the top of its group. 11 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of BIMINI CAPITAL MANAGEMENT, INC.

  • Frank E. Jaumot Filed SCHEDULE 13D/A on BIMINI CAPITAL MANAGEMENT, INC., latest Dec 30, 2025 (3 filings since Aug 4, 2025)
  • G. Hunter Haas Iv. Filed SCHEDULE 13D/A on BIMINI CAPITAL MANAGEMENT, INC., latest Dec 23, 2025 (2 filings since May 14, 2025)
  • Robert E. Cauley Filed SCHEDULE 13D/A on BIMINI CAPITAL MANAGEMENT, INC., latest Dec 23, 2025 (2 filings since May 14, 2025)
  • Robert J. Dwyer Filed SCHEDULE 13D/A on BIMINI CAPITAL MANAGEMENT, INC., latest Dec 23, 2025 (2 filings since May 14, 2025)
  • BIMINI CAPITAL MANAGEMENT, INC. Baltimore, Maryland, United States
    • ROYAL PALM CAPITAL, LLC Vero Beach, Florida, United States
    • Bimini Advisors Holdings, LLC Subsidiary · Maryland, United States
    • Bimini Advisors, LLC Subsidiary · Maryland, United States
    • Bimini Leverage Partners, LLC Subsidiary · Maryland, United States
    • HomeStar SPV Holdings, Inc. Subsidiary · Delaware, United States
    • HS Special Purpose, LLC Subsidiary · Delaware, United States
    • Opteum Financial Services Corporation Subsidiary · Pennsylvania, United States
    • Opteum Mortgage Acceptance Corporation Subsidiary · Delaware, United States
    • Opteum SPV 2, LLC Subsidiary · Delaware, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What BIMINI CAPITAL MANAGEMENT, INC. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$3.3M3 Dec 31, 2025$3.3M3 Dec 31, 20240%
Accumulated depreciation$1.5M3 Dec 31, 2025$1.4M3 Dec 31, 2024+5.3%
Property and equipment, net$1.8M3 Dec 31, 2025$1.8M3 Dec 31, 2024−4.1%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$12.7M3 Dec 31, 2025$5.7M3 Dec 31, 2024+123.9%

Properties, in its own words

Our executive offices and principal administrative offices are located at 3305 Flamingo Drive, Vero Beach, Florida, 32963, in an office building which Bimini Capital owns. This facility is shared with our subsidiaries and Orchid. This property is suitable and adequate for our business as currently conducted.

Item 2 of the 10-K filed Mar 13, 2026.7

Leadership

Who has led BIMINI CAPITAL MANAGEMENT, INC., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (17)

Subsidiaries and ownership

Also consolidated

Subsidiaries (Exhibit 21)

  • Bimini Advisors Holdings, LLC Maryland5
  • Bimini Advisors, LLC Maryland5
  • Bimini Leverage Partners, LLC Maryland5
  • HS Special Purpose, LLC Delaware5
  • HomeStar SPV Holdings, Inc. Delaware5
  • Opteum Financial Services Corporation Pennsylvania5
  • Opteum Mortgage Acceptance Corporation Delaware5
  • Opteum SPV 2, LLC Delaware5
  • Royal Palm Capital, LLC Delaware5

Ownership links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); each one cites its LEI record. The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Opteum Inc.Feb 21, 2006 to Sep 24, 20074
  • BIMINI MORTGAGE MANAGEMENT INCJan 6, 2004 to Feb 15, 20064

Timeline

  1. Sep 14, 20268-K Executive or director change37
  2. Aug 6, 20268-K Results of operations38
  3. Jun 17, 20268-K Financial statements and exhibits39
  4. Jun 9, 20268-K Shareholder vote40
  5. May 7, 20268-K Results of operations41
  6. Apr 2, 20268-K Completed an acquisition or sale; Regulation FD disclosure42
  7. Mar 12, 20268-K Results of operations43
  8. Jan 14, 20268-K Entered a material agreement; Regulation FD disclosure44
  9. Dec 10, 20258-K Entered a material agreement; Change to shareholders' rights; Regulation FD disclosure45
  10. Nov 6, 20258-K Results of operations; Executive or director change46
  11. Jul 31, 20258-K Results of operations47
  12. Jun 10, 20258-K Shareholder vote48
  13. Jun 4, 2008New chief executive Robert E. Cauley becomes CEO18
  14. Feb 14, 2006New chief executive Jeffrey J. Zimmer becomes CEO19
  15. Sep 24, 2003Founded BIMINI CAPITAL MANAGEMENT, INC. is founded2

Calendar

Coming up

  1. Around Nov 5, 2026Next results, estimated About a quarter after its last report. The company hasn't announced the date.

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results38
  2. May 7, 2026Reported quarterly or annual results41
  3. Mar 12, 2026Reported quarterly or annual results43
  4. Nov 6, 2025Reported quarterly or annual results46
  5. Jul 31, 2025Reported quarterly or annual results47
  6. May 1, 2025Reported quarterly or annual results49
  7. Mar 7, 2025Reported quarterly or annual results50
  8. Oct 31, 2024Reported quarterly or annual results51

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

136 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 32 major events, 62 insider forms, 9 large holders, 13 other. The latest 20:

  1. Sep 14, 20263 EDGAR
  2. Sep 14, 20268-K EDGAR
  3. Aug 7, 202610-Q EDGAR
  4. Aug 6, 20268-K EDGAR
  5. Jun 17, 20268-K/A EDGAR
  6. Jun 9, 20268-K EDGAR
  7. Jun 9, 20264/A EDGAR
  8. Jun 9, 20264/A EDGAR
  9. May 8, 202610-Q EDGAR
  10. May 7, 20268-K EDGAR
  11. Apr 27, 2026ARS EDGAR
  12. Apr 27, 2026DEF 14A EDGAR
  13. Apr 16, 2026PRE 14A EDGAR
  14. Apr 2, 20268-K EDGAR
  15. Mar 13, 202610-K EDGAR
  16. Mar 12, 20268-K EDGAR
  17. Jan 14, 20268-K EDGAR
  18. Dec 30, 2025SCHEDULE 13D/A EDGAR
  19. Dec 23, 2025SCHEDULE 13D/A EDGAR
  20. Dec 23, 2025SCHEDULE 13D/A EDGAR

The 136 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

74 open-market trades by officers, directors and large owners since October 2021: 74 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Dec 19, 2025Dwyer Robert JDirectorBuy100,000$1.55$155.0KForm 4
Dec 19, 2025Cauley Robert EChief Executive OfficerBuy192,248$1.55$298.0KForm 4
Dec 19, 2025Haas G Hunter IVChief Financial OfficerBuy192,247$1.55$298.0KForm 4
Dec 19, 2025Griffith Ashley BDirectorBuy50,000$1.55$77.5KForm 4
Aug 7, 2025Dwyer Robert JDirectorBuy200$1.05$210Form 4
Jun 30, 2025Dwyer Robert JDirectorBuy2,000$0.94$1.9KForm 4
Jun 23, 2025Dwyer Robert JDirectorBuy3,000$0.85$2.5KForm 4
Jun 16, 2025Dwyer Robert JDirectorBuy1,930$0.93$1.8KForm 4
Jun 6, 2025Dwyer Robert JDirectorBuy5,000$0.88$4.4KForm 4
Jun 6, 2025Haas G Hunter IVChief Financial OfficerBuy59,631$0.79$47.3KForm 4
Jun 6, 2025Cauley Robert EChief Executive OfficerBuy30,500$0.68$20.6KForm 4
Apr 21, 2025Dwyer Robert JDirectorBuy5,000$0.88$4.4KForm 4
Apr 21, 2025Dwyer Robert JDirectorBuy4,548$0.95$4.3KForm 4
Mar 25, 2025Haas G Hunter IVChief Financial OfficerBuy33,450$1.27$42.6KForm 4
Mar 24, 2025Haas G Hunter IVChief Financial OfficerBuy300$1.10$330Form 4
Mar 14, 2025Dwyer Robert JDirectorBuy52$0.95$49Form 4
Mar 12, 2025Dwyer Robert JDirectorBuy400$0.95$380Form 4
Jan 17, 2025Dwyer Robert JDirectorBuy5,500$0.93$5.1KForm 4
Nov 27, 2024Haas G Hunter IVChief Financial OfficerBuy2,836$1.10$3.1KForm 4
Nov 26, 2024Haas G Hunter IVChief Financial OfficerBuy4,807$1.09$5.3KForm 4

All 74 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Robert E. Cauley67$1.2M$5.0M56
2025George H. HaasIV49$914.8K$3.9M56
2024President and Chief Executive Officer$1.1M$2.8M56
2024Chief Financial Officer$871.2K$2.2M56

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$152.2K 2020–2020
Money received by yearMoney received by year, 2020–2020: $152.2K in all. PPP loans $152.2K.$0$50K$100K$150K$200K2020 · PPP loans: $152.2K2020
Figures by year
YearPPP loansTotal
2020$152.2K$152.2K

PPP loans

Paycheck Protection Program loans of $150,000 and up, approved April 2020 to July 2021, from the SBA57. Matched to this company by name and state.

  1. Apr 13, 2020$152.2K PPP loan (first draw) from Marine Bank & Trust Company57To BIMINI CAPITAL MANAGEMENT INC, Vero Beach FL; $153.7K forgiven Apr 23, 2021

SEC filer profile

How BIMINI CAPITAL MANAGEMENT, INC. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARBIMINI CAPITAL MANAGEMENT, INC.1
  • CIK0001275477
  • Employer ID (EIN)72-15716377
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company7
  • Incorporated inMaryland7
  • Fiscal year endsDecember 311
  • Industry code (SIC)6798 Real Estate Investment Trusts1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address3305 Flamingo Drive, Vero Beach, FL 329631
  • Phone772 231 14001
  • Shares outstanding10,005,457 Common Class A shares; 31,938 Common Class B shares; 31,938 Common Class C shares as of Mar 12, 20267
  • Public float$5.2M as of Jun 30, 20257
  • AuditorBDO USA, P.C, West Palm Beach, FL PCAOB ID 243; no auditor attestation of internal control over financial reporting7
  • On EDGAR sinceJan 6, 20041
  • Filings777 in all: 4 (281), 8-K (207), 10-Q (66), 10-K (23), DEF 14A (22), SC 13G/A (19), 3 (18), UPLOAD (12)1
    All 47 form types

    SC 13G (11), SC 13D/A (10), S-11/A (8), SCHEDULE 13D/A (8), CORRESP (7), SC 13D (7), 4/A (6), 8-K/A (6), ARS (6), SC TO-I/A (6), 3/A (4), PRE 14A (4), S-3/A (4), 10-K/A (3), 424B3 (3), DEFA14A (3), S-11 (3), 10-Q/A (2), 424B4 (2), 5 (2), NT 10-Q (2), POS AM (2), S-3 (2), S-8 (2), SC TO-I (2), 25-NSE (1), 40-APP (1), 8-A12B (1), 8-A12G (1), 8-A12G/A (1), APP WDG (1), AW (1), CERTNYS (1), FWP (1), PRER14A (1), REGDEX (1), REGDEX/A (1), S-8 POS (1), SCHEDULE 13D (1)

  • Latest filingsAnnual report (10-K) Mar 13, 2026
    Quarterly report (10-Q) Aug 7, 2026
    Proxy statement (DEF 14A) Apr 27, 2026
    Latest 8-K (8-K) Sep 14, 2026

Risk factors and legal proceedings

The risks BIMINI CAPITAL MANAGEMENT, INC. names in Item 1A of its 10-K filed Mar 13, 2026: 47 risks under these headings, as written.7

  • Risks Related to Our Business
  • Changes in interest rates may negatively affect the value of our investments and increase the cost of our borrowings, which could result in reduced earnings or losses.
  • An increase in interest rates may also cause a decrease in the volume of newly issued, or investor demand for, Agency MBS, which could materially adversely affect our ability to acquire assets that satisfy our investment objectives and our business, financial condition and results of operations.
  • Interest rate mismatches between our Agency MBS and our borrowings may reduce our net interest margin during periods of changing interest rates, which could materially adversely affect our business, financial condition and results of operations.
  • Downgrades of the U.S. credit rating, automatic spending cuts, mounting budget deficits or another government shutdown could negatively impact our liquidity, financial condition and earnings.
  • Differences in the stated maturity of our fixed rate assets, or in the timing of interest rate adjustments on our adjustable-rate assets, and our borrowings may adversely affect our profitability.
  • Short-term interest rates may become higher than long-term interest rates, which is typically referred to as an inverted treasury or yield curve. An inverted yield curve occurred during 2022 through the majority of 2024, and may occur again in the future. Under such conditions the Company’s funding costs may equal or exceed yields available on the Company assets, adversely impacting our financial condition and results of operations and our ability to pay distributions to our stockholders.
  • Increased levels of prepayments on the mortgages underlying our Agency MBS might decrease net interest income or result in a net loss, which could materially adversely affect our business, financial condition and results of operations.
  • A decrease in prepayment rates on the mortgages underlying our Agency MBS might decrease net interest income or result in a net loss, which could materially adversely affect our business, financial condition and results of operations.
  • Interest rate caps on the ARMs and hybrid ARMs backing our Agency MBS may reduce our net interest margin during periods of rising interest rates, which could materially adversely affect our business, financial condition and results of operations.
  • Failure to procure adequate repurchase agreement financing, or to renew or replace existing repurchase agreement financing as it matures, could materially adversely affect our business, financial condition and results of operations.
  • We may not complete our proposed acquisition of TJIM, and failure to complete the acquisition could negatively affect our business, stock price, and future operations.
The other 36 risks
  • Even if we complete the TJIM Acquisition, we may not realize the anticipated benefits of the acquisition, and the acquisition may disrupt our current operations or expose us to additional risks.
  • Adverse market developments could cause our lenders to require us to pledge additional assets as collateral. If our assets were insufficient to meet these collateral requirements, we might be compelled to liquidate particular assets at inopportune times and at unfavorable prices, which could materially adversely affect our business, financial condition and results of operations.
  • Hedging against interest rate exposure may not completely insulate us from interest rate risk and could materially adversely affect our business, financial condition and results of operations.
  • Our use of certain hedging techniques may expose us to counterparty risks.
  • Our use of leverage could materially adversely affect our business, financial condition and results of operations.
  • Volatile market conditions for mortgages and mortgage-related assets as well as the broader financial markets can result in a significant contraction in liquidity for mortgages and mortgage-related assets, which may adversely affect the value of the assets in which we invest.
  • Our forward settling transactions, including TBA transactions, subject us to certain risks, including price risks and counterparty risks.
  • We rely on analytical models and other data to analyze potential asset acquisition and disposition opportunities and to manage our portfolio. Such models and other data may be incorrect, misleading or incomplete, which could cause us to purchase assets that do not meet our expectations or to make asset management decisions that are not in line with our strategy.
  • Valuations of our assets are based on third-party input, and on our own judgement, which can result in fluctuations over time.
  • Because the assets that we acquire might experience periods of illiquidity, we might be prevented from selling our Agency MBS at favorable times and prices, which could materially adversely affect our business, financial condition and results of operations.
  • Our use of repurchase agreements may give our lenders greater rights in the event that either we or any of our lenders file for bankruptcy, which may make it difficult for us to recover our collateral in the event of a bankruptcy filing.
  • If a repurchase agreement counterparty defaults on their obligations to resell the Agency MBS back to us at the end of the repo transaction term, if the value of the Agency MBS has declined by the end of the repo transaction term, or if we default on our obligations under the repo transaction, we will lose money on these transactions, which, in turn, may materially adversely affect our business, financial condition and results of operations.
  • We have issued long-term debt to fund our operations which can increase the volatility of our earnings and stockholders’ equity.
  • Clearing facilities or exchanges upon which some of our hedging instruments are traded may increase margin requirements on our hedging instruments in the event of adverse economic developments.
  • Our inability to access funding or the terms on which such funding is available could have a material adverse effect on our financial condition, particularly in times of significant market dislocations.
  • We may change our investment strategy, investment guidelines and asset allocation without notice or stockholder consent, which may result in riskier investments.
  • Competition might prevent us from acquiring Agency MBS at favorable yields, which could materially adversely affect our business, financial condition and results of operations.
  • The occurrence of cyber-incidents, or a deficiency in our cybersecurity or in those of any of our third-party service providers could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information or damage to our business relationships or reputation, all of which could negatively impact our business and results of operations.
  • We face possible risks associated with the effects of climate change, severe weather, natural disasters, acts of war or terrorism, and other adverse external events.
  • Cybersecurity-related incidents, including security breaches and failures of our information systems and those operated by third parties could significantly disrupt our business, result in the unintended disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs, and cause losses which may, in turn, adversely affect our business, financial condition and results of operations.
  • We depend on a limited number of individuals to operate our business, and the sudden loss of certain key individuals could adversely impact our business.
  • Our investment in Orchid or other mortgage REIT common stock may fluctuate in value which materially adversely affect our business, financial condition and results of operations.
  • The termination or non-renewal of our management agreement with Orchid would significantly reduce our revenues in the near term.
  • We may be subject to adverse legislative or regulatory changes that could reduce the market price of our common stock.
  • Risks Related to Our Organization and Structure
  • Loss of our exemption from regulation under the Investment Company Act would negatively affect the value of shares of our common stock.
  • Failure to obtain and maintain an exemption from being regulated as a commodity pool operator could subject us to additional regulation and compliance requirements and may result in fines and other penalties which could materially adversely affect our business and financial condition.
  • Our Rights Plan could prevent a change in our control that would otherwise be favorable to our stockholders; however, if it fails to prevent a change in our control, we may lose all or most of the anticipated tax benefits associated with our prior losses, which [could/would] materially adversely affect our financial condition.
  • Certain provisions of applicable law and our charter and bylaws may restrict business combination opportunities that would otherwise be favorable to our stockholders.
  • The Company's rights and the rights of our stockholders to take action and recover against our directors and officers are limited, which could limit your recourse in the event of actions that may be considered to be not in your best interests.
  • U.S. Federal Income Tax Risks
  • Our ability to use NOLs and NCLs to reduce our taxable income may be limited.
  • Preserving the ability to use our NOLs and NCLs may cause us to forgo otherwise attractive opportunities.
  • Changes in tax laws could adversely affect our future results.
  • Risks Related to Conflicts of Interest in Our Relationship with Orchid
  • Royal Palm and Orchid may compete for opportunities to acquire assets, which are allocated in accordance with the Investment Allocation Agreement by and among Orchid and Bimini Advisors.
  • There are conflicts of interest in our relationships with Orchid, which could result in decisions that may be considered as being not in the best interests of Bimini Capital’s stockholders.
  • Risks Related to Our Common Stock
  • There is a limited market for our Class A Common Stock.
  • Future offerings of debt securities, which would be senior to our common stock upon liquidation, or equity securities, which would dilute our existing stockholders and may be senior to our common stock for the purposes of distributions, may harm the value of our common stock.

Legal proceedings

In April 2020 and November 2021, the Company received demands for payment from Citigroup, Inc. in the total amount of $33.3 million related to the indemnification provisions of various mortgage loan purchase agreements entered into prior to the date Royal Palm’s mortgage origination operations ceased in 2007. The Company believes the demands are without merit and intends to defend against the demands vigorously if pursued by Citigroup. No provision or accrual has been recorded related to the Citigroup demands.

We are not party to any other material pending legal proceedings as described in Item 103 of Regulation S-K.

The opening of Item 3, Legal Proceedings.7

Sources

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