BIMINI CAPITAL MANAGEMENT, INC. 8-K

What Happened

• Bimini Capital Management, Inc. (through its indirect, wholly owned subsidiary Bimini Advisors Holdings, LLC) announced it closed the acquisition of 80% of the fully diluted equity interests of Tom Johnson Investment Management, LLC (TJIM) on April 1, 2026.
• The purchase price was calculated as 2.5 times 80% of TJIM’s revenue for the fiscal year ended December 31, 2025, totaling $12,318,492. $12,000,000 was paid in cash at closing (including $1,539,811.50 placed in escrow for potential indemnification claims); $318,492 is payable on the first anniversary of closing plus 5% annual interest, subject to adjustments under the purchase agreement.
• The transaction was governed by a Membership Interest Purchase Agreement dated January 13, 2026 (previously announced January 14, 2026). The company also issued a press release on April 1, 2026 announcing the closing (Exhibit 99.1).

Key Details

• Purchase price: $12,318,492 (2.5x 80% of TJIM’s 2025 revenue).
• Cash at closing: $12,000,000, including $1,539,811.50 held in escrow for indemnification claims. Balance of $318,492 due in one year plus 5% interest.
• Post-closing ownership: Richard Parry’s trust retained 20% of TJIM; that Retained Interest is subject to transfer restrictions, drag/tag provisions, and put/call rights that become exercisable starting on the later of the third anniversary of closing or Richard ceasing employment, with the sale price determined by the same revenue-based formula and conditioned on TJIM reporting a trailing-12-month EBITDA margin of at least 30%.
• Management continuity: Richard Parry entered a new three-year employment agreement with TJIM, and other current TJIM managers signed new employment agreements.

Why It Matters

• This transaction brings TJIM under Bimini’s ownership and required a meaningful cash outlay ($12.0M at closing) and a small deferred payment. The valuation is explicitly tied to TJIM’s 2025 revenue (2.5x of the acquired 80%), so future cash flows and ownership changes depend on TJIM’s financial performance and the agreed EBITDA threshold.
• Investors should note the escrow for indemnification claims, the deferred payment with interest, and the contractual put/call and ownership restrictions that can affect future cash obligations and the ultimate ownership stake in TJIM. Management retention through new employment agreements reduces short-term integration risk.