Cauley Robert E 4

4 · Orchid Island Capital, Inc. · Filed Mar 23, 2026

AI-generated summary of this filing

Updated Mar 23, 2026

Orchid Island CEO Robert Cauley Receives Award; Sells Shares for Taxes

What Happened

Robert E. Cauley, Chief Executive Officer of Orchid Island Capital (ORC), was granted 121,891 unrestricted shares and also received 121,891 performance units on March 23, 2026. To satisfy tax withholding on the award, he disposed of 49,790 shares back to the company at a reported price of $6.82 per share, equal to $339,568. The $6.82 price reflects the closing price on March 20, 2026.

Key Details

Transaction date: March 23, 2026. Filing date: March 23, 2026 (same day).
Grants: 121,891 unrestricted shares issued under the 2021 Equity Incentive Compensation Plan (and 2025 LTIP) and 121,891 performance units (derivative award).
Tax withholding (code F): 49,790 shares surrendered to the issuer at $6.82/share for $339,568 to cover taxes.
Performance units (derivative): each unit is a contingent right to one share; vesting/earnings at 10% per quarter from quarter ending Mar 31, 2027 through June 30, 2029 and are subject to performance goals.
Shares owned after the transactions: not reported in the Form 4 provided.
Transaction types: A = award/grant; F = shares disposed to satisfy tax withholding (not an open-market sale).

Context

The disposal was a tax-withholding transaction (routine) rather than an open-market sale; this is standard when shares are issued as compensation. The performance units are contingent awards and will vest over time based on schedule and performance targets, so they are not immediately tradable shares.

Form 4

Period: 2026-03-23

DirectorChief Executive Officer

Transactions

Award
Common Stock
[F1]
2026-03-23+121,891→ 269,386 total
Tax Payment
Common Stock
[F2][F3]
2026-03-23$6.82/sh−49,790$339,568→ 219,596 total
Award
Performance Units
[F4]
2026-03-23−121,891→ 134,383.74 total
→ Common Stock (121,891 underlying)

Footnotes (4)

[F1]Unrestricted shares of the Issuer's common stock issued under the 2021 Equity Incentive Compensation Plan, including pursuant to the 2025 Long-Term Incentive Compensation Plan.
[F2]The Reporting Person disposed of these shares of the Company's common stock to the Issuer to satisfy the Reporting Person's tax withholding obligations in connection with the awarding of shares that occurred on March 23, 2026.
[F3]This price represents the closing price of the Issuer's common stock on March 20, 2026.
[F4]Performance units issued under the 2021 Equity Incentive Compensation Plan, including pursuant to the 2025 Long Term Incentive Compensation Plan. Each performance unit represents a contingent right to receive one share of the Issuer's common stock. The performance units are earned at the rate of 10% per quarter commencing with the quarter ending March 31, 2027 and concluding with the quarter ending June 30, 2029. The number of performance units actually earned by the Reporting Person is subject to adjustment based on the Issuer's achievement of certain performance goals as set forth in a performance unit award agreement by and between the Issuer and the Reporting Person.

Signature

/s/ Robert E. Cauley|2026-03-23

1 file