BIMINI CAPITAL MANAGEMENT, INC. 8-K

What Happened
Bimini Capital Management, through its indirect wholly owned subsidiary Bimini Advisors Holdings, LLC, announced on January 13, 2026 that it entered into a Membership Interest Purchase Agreement to acquire 80% of the fully diluted equity interests of Tom Johnson Investment Management, LLC (TJIM) from Richard and Gayle Parry and their trusts. The transaction was disclosed in an 8-K filed January 14, 2026 and was announced by press release.

Key Details

• Purchase price formula: cash at closing equal to 2.5 × (80% of TJIM’s revenue for fiscal year ended December 31, 2025).
• Payment timing: any amount above $12,000,000 is paid in three equal annual installments (1st–3rd anniversaries) with 5% annual compounded interest; excess under $1,000,000 is paid within one year.
• Retained interest and rights: Richard’s Trust will retain a 20% interest post-closing and has a put right (and Buyer has a call right) to sell/buy that retained interest beginning on the later of the third anniversary or Richard ceasing employment, with price set by the same formula and subject to a 30% trailing-12-month EBITDA margin condition and restrictive covenants.
• Other conditions: closing is subject to customary due diligence, regulatory/contractual consents (including client consents), and Richard and other TJIM managers are expected to enter new three‑year employment agreements.

Why It Matters
This is an acquisition of a registered investment adviser intended to expand Bimini’s advisory business. The structured purchase price tied to TJIM’s 2025 revenue and the staged payment provisions mean the deal’s cash impact depends on TJIM’s reported 2025 revenue and could include multi-year payments. Retention of a 20% stake and new employment agreements for management are designed to preserve continuity at TJIM, while the put/call mechanics and EBITDA condition create future timing and valuation triggers that investors should watch. Completion remains subject to due diligence and client/regulatory consents, so the transaction is not final until closing conditions are met.