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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ___________

Commission File Number: 001-32171

Bimini Capital Management, Inc.

(Exact name of registrant as specified in its charter)

Maryland

72-1571637

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

3305 Flamingo Drive, Vero Beach, Florida 32963

(Address of principal executive offices) (Zip Code)

(772) 231-1400

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. Check one:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date:

Title of each Class	Latest Practicable Date	Shares Outstanding
Class A Common Stock, $0.001 par value	July 31, 2025	10,005,457
Class B Common Stock, $0.001 par value	July 31, 2025	31,938
Class C Common Stock, $0.001 par value	July 31, 2025	31,938

Table of Contents

BIMINI CAPITAL MANAGEMENT, INC.

TABLE OF CONTENTS

	Page

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements	1
Condensed Consolidated Balance Sheets (unaudited)	1
Condensed Consolidated Statements of Operations (unaudited)	2
Condensed Consolidated Statement of Stockholders’ Equity (unaudited)	3
Condensed Consolidated Statements of Cash Flows (unaudited)	4
Notes to Condensed Consolidated Financial Statements (unaudited)	5
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk	37
ITEM 4. Controls and Procedures	37

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings	38
ITEM 1A. Risk Factors	38
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	38
ITEM 3. Defaults Upon Senior Securities	38
ITEM 4. Mine Safety Disclosures	38
ITEM 5. Other Information	38
ITEM 6. Exhibits	39
SIGNATURES	40

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

We make forward-looking statements in this Report that are subject to risks and uncertainties. In some cases, these statements can be identified by the use of forward-looking terminology such as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “should,” “may,” “plans,” “projects,” “will,” or similar expressions, or the negative of these words. These forward-looking statements involve risks and uncertainties because they relate to events, developments, and circumstances relating to our business, industry financial condition, liquidity, results of operations, plans and objectives and/or general economic or other conditions that may or may not occur in the future or may occur on longer or shorter timelines or to a greater or lesser degree than anticipated. Although we believe that we have a reasonable basis for each forward-looking statement contained in this report, forward-looking statements are not guarantees of future performance, and our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate, may differ materially from the forward-looking statements contained in this Report as a result of the following factors, among others:

	●	adverse movements in interest rates;
	●	our business and investment strategy;

●

our ability to acquire investments on attractive terms;

	●	the effect of prepayment rates on the value of our assets;
	●	our ability to access the capital markets;
	●	our ability to obtain future financing arrangements;
	●	our ability to successfully hedge the interest rate risk and prepayment risk associated with our portfolio;
	●	our understanding of our competition and our ability to compete effectively;
	●	our ability to quantify risk based on historical experience;
	●	our ability to forecast our tax attributes, which are based upon various facts and assumptions, and our ability to protect and use our net operating loss carryforwards (“NOLs”) to offset future taxable income, including whether our stockholder rights plan will be effective in preventing an ownership change that would significantly limit our ability to utilize such NOLs;
	●	expected capital expenditures;
	●	the impact of technology on our operations and business;
	●	our ability to maintain our exemption from the obligation to register under the Investment Company Act of 1940, as amended;
	●	market trends;
	●	the effect of actual, anticipated or proposed actions of the U.S. government, including the U.S. Federal Reserve, the Federal Housing Finance Agency, the Federal Housing Administration, the Federal Open Market Committee and the U.S. Treasury, on interest rates, monetary policy, fiscal policy and the housing and credit markets;
	●	the federal conservatorship of the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”) and related efforts, along with any changes in laws and regulations affecting the relationship between Fannie-Mae and Freddie Mac and the U.S. government;
	●	the impact of inflation on general economic conditions and monetary policy;
	●	the impact of future changes in tax laws or tax rates;
	●	geopolitical events, government responses to such events and the related impact on the economy both nationally and internationally; and
	●	other risks described from time to time in our filings with the Securities and Exchange Commission (the “SEC”).

The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. You should not place undue reliance on these forward-looking statements. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us. Some of these factors are described under the caption “Risk Factors” in Part I, Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2024 and any subsequent reports filed with or furnished to the SEC. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BIMINI CAPITAL MANAGEMENT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	*(Unaudited) June 30, 2025*			*December 31, 2024*
ASSETS:
Mortgage-backed securities, at fair value:
Pledged to counterparties	$	107,286,355		$	122,093,172
Unpledged		337,274			254,998
Total mortgage-backed securities		107,623,629			122,348,170
Cash and cash equivalents		5,335,225			5,671,347
Restricted cash		1,248,681			1,751,399
Orchid Island Capital, Inc. common stock, at fair value		3,989,188			4,427,372
Accrued interest receivable		525,593			601,640
Property and equipment, net		1,809,440			1,845,014
Deferred tax assets, net		15,743,570			15,930,953
Due from affiliates		1,348,685			1,167,396
Other assets		1,123,524			1,110,366
Total Assets	$	138,747,535		$	154,853,657

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
Repurchase agreements	$	101,742,000		$	117,180,999
Long-term debt		27,357,495			27,368,158
Accrued interest payable		279,251			474,678
Other liabilities		1,952,080			3,008,415
Total Liabilities		131,330,826			148,032,250

COMMITMENTS AND CONTINGENCIES (Note 9)

STOCKHOLDERS' EQUITY:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; 100,000 shares designated Series A Junior Preferred Stock, 9,900,000 shares undesignated; no shares issued and outstanding as of June 30, 2025 and December 31, 2024		-			-
Class A Common stock, $0.001 par value; 98,000,000 shares designated: 10,005,457 shares issued and outstanding as of June 30, 2025 and December 31, 2024		10,005			10,005
Class B Common stock, $0.001 par value; 1,000,000 shares designated, 31,938 shares issued and outstanding as of June 30, 2025 and December 31, 2024		32			32
Class C Common stock, $0.001 par value; 1,000,000 shares designated, 31,938 shares issued and outstanding as of June 30, 2025 and December 31, 2024		32			32
Additional paid-in capital		329,815,150			329,815,150
Accumulated deficit		(322,408,510	)		(323,003,812	)
Total Stockholders’ Equity		7,416,709			6,821,407
Total Liabilities and Stockholders' Equity	$	138,747,535		$	154,853,657

See Notes to Condensed Consolidated Financial Statements

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BIMINI CAPITAL MANAGEMENT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Six and Three Months Ended June 30, 2025 and 2024

	*Six Months Ended June 30,*						*Three Months Ended June 30,*
	*2025*			*2024*			*2025*			*2024*
Revenues:
Advisory services	$	7,393,135		$	6,096,316		$	3,810,846		$	3,167,055
Interest income		3,323,925			2,681,425			1,581,751			1,287,326
Dividend income from Orchid Island Capital, Inc. common stock		409,731			409,731			204,865			204,865
Total revenues		11,126,791			9,187,472			5,597,462			4,659,246
Interest expense:
Repurchase agreements		(2,497,463	)		(2,365,309	)		(1,190,963	)		(1,157,306	)
Long-term debt		(1,077,972	)		(1,212,485	)		(540,452	)		(604,810	)
Net revenues		7,551,356			5,609,678			3,866,047			2,897,130

Other income (expense):
Unrealized gains (losses) on mortgage-backed securities		1,390,370			(123,963	)		(98,638	)		404,875
Realized losses on mortgage-backed securities		(178,140	)		(561,604	)		(178,140	)		(561,604	)
Unrealized losses on Orchid Island Capital Inc. common stock		(438,184	)		(51,217	)		(290,226	)		(335,751	)
(Losses) gains on derivative instruments		(1,799,586	)		1,383,463			(430,791	)		212,457
Other income		-			49			-			20
Other (expense) income, net		(1,025,540	)		646,728			(997,795	)		(280,003	)

Expenses:
Compensation and related benefits		3,772,271			3,647,526			1,853,623			1,784,092
Direct advisory services costs		787,059			852,378			445,826			503,235
Directors' fees and liability insurance		389,771			416,094			189,485			206,955
Audit, legal and other professional fees		490,306			372,538			165,211			131,618
Administrative and other expenses		303,724			523,435			164,829			156,676
Total expenses		5,743,131			5,811,971			2,818,974			2,782,576

Net income (loss) before income tax provision		782,685			444,435			49,278			(165,449	)
Income tax provision		187,383			505,172			6,546			108,396

Net income (loss)	$	595,302		$	(60,737	)	$	42,732		$	(273,845	)

Basic and Diluted Net Income (Loss) Per Share of:
CLASS A COMMON STOCK
Basic and Diluted	$	0.06		$	(0.01	)	$	0.00		$	(0.03	)
CLASS B COMMON STOCK
Basic and Diluted	$	0.06		$	(0.01	)	$	0.00		$	(0.03	)
Weighted Average Shares Outstanding:
CLASS A COMMON STOCK
Basic and Diluted		10,005,457			10,005,457			10,005,457			10,005,457
CLASS B COMMON STOCK
Basic and Diluted		31,938			31,938			31,938			31,938

See Notes to Condensed Consolidated Financial Statements

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BIMINI CAPITAL MANAGEMENT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
For the Six and Three Months Ended June 30, 2025 and 2024

	*Stockholders' Equity*
						*Additional*
	*Common Stock, all classes*				*Paid-in*		*Accumulated*
	*Shares*		*Par Value*		*Capital*		*Deficit*			*Total*
Balances, January 1, 2025		10,069,333	$	10,069	$	329,815,150	$	(323,003,812	)	$	6,821,407
Net income		-		-		-		552,570			552,570
Balances, March 31, 2025		10,069,333	$	10,069	$	329,815,150	$	(322,451,242	)	$	7,373,977
Net income		-		-		-		42,732			42,732
Balances, June 30, 2025		10,069,333	$	10,069	$	329,815,150	$	(322,408,510	)	$	7,416,709

Balances, January 1, 2024		10,069,333	$	10,069	$	329,815,150	$	(321,697,478	)	$	8,127,741
Net income		-		-		-		213,108			213,108
Balances, March 31, 2024		10,069,333	$	10,069	$	329,815,150	$	(321,484,370	)	$	8,340,849
Net loss		-		-		-		(273,845	)		(273,845	)
Balances, June 30, 2024		10,069,333	$	10,069	$	329,815,150	$	(321,758,215	)	$	8,067,004

See Notes to Condensed Consolidated Financial Statements

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BIMINI CAPITAL MANAGEMENT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Six Months Ended June 30, 2025 and 2024

	*2025*			*2024*
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	595,302		$	(60,737	)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation		35,574			38,245
Deferred income tax provision		187,383			505,172
Unrealized (gains) losses on mortgage-backed securities		(1,390,370	)		123,963
Realized losses on mortgage-backed securities		178,140			561,604
Unrealized losses on Orchid Island Capital, Inc. common stock		438,184			51,217
Changes in operating assets and liabilities:
Accrued interest receivable		76,047			61,053
Due from affiliates		(181,289	)		45,126
Other assets		(13,158	)		(104,953	)
Accrued interest payable		(195,427	)		2,852
Other liabilities		(1,056,335	)		(1,057,474	)
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES		(1,325,949	)		166,068

CASH FLOWS FROM INVESTING ACTIVITIES:
From mortgage-backed securities investments:
Purchases		-			(48,547,475	)
Sales		9,786,053			46,252,051
Principal repayments		6,150,718			7,925,990
NET CASH PROVIDED BY INVESTING ACTIVITIES		15,936,771			5,630,566

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from repurchase agreements		481,624,478			352,747,000
Principal repayments on repurchase agreements		(497,063,477	)		(356,778,000	)
Principal repayments on long-term debt		(10,663	)		(12,382	)
NET CASH USED IN FINANCING ACTIVITIES		(15,449,662	)		(4,043,382	)

NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		(838,840	)		1,753,252
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of the period		7,422,746			4,470,286
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of the period	$	6,583,906		$	6,223,538

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest expense	$	3,770,862		$	3,574,942

See Notes to Condensed Consolidated Financial Statements

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BIMINI CAPITAL MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2025

NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Business Description

Bimini Capital Management, Inc., a Maryland corporation (“Bimini Capital” and collectively with its subsidiaries, the “Company”) was formed in September 2003, and is a holding company. The Company operates in two business segments through its principal wholly owned operating subsidiary, Royal Palm Capital LLC, which includes its wholly owned subsidiary, Bimini Advisors Holdings, LLC.

Royal Palm Capital, LLC maintains an investment portfolio, consisting primarily of residential mortgage-backed securities (“MBS”) investments and shares of Orchid Island Capital, Inc. (“Orchid”) common stock, for its own benefit. Royal Palm Capital, LLC and its wholly owned subsidiaries are collectively referred to as "Royal Palm."

Bimini Advisors Holdings, LLC and its wholly owned subsidiary, Bimini Advisors, LLC (an investment advisor registered with the Securities and Exchange Commission), are collectively referred to as “Bimini Advisors.” Bimini Advisors manages a MBS portfolio for Orchid and receives fees for providing these services. Bimini Advisors also provides certain repurchase agreement trading, clearing and administrative services to Orchid. Bimini Advisors also manages the MBS portfolio of Royal Palm.

Segment Reporting

The Company’s operations are classified into two reportable segments: the asset management segment and the investment portfolio segment. These segments are evaluated by management in deciding how to allocate resources and in assessing performance. The accounting policies of the operating segments are the same as the Company’s accounting policies with the exception that inter-segment revenues and expenses are included in the presentation of segment results. For further information see Note 13.

Consolidation

The accompanying condensed consolidated financial statements include the accounts of Bimini Capital and its subsidiaries, as listed above. All inter-company accounts and transactions have been eliminated.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they may not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period are included. Operating results for the six and three-month periods ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

The consolidated balance sheet at December 31, 2024 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete consolidated financial statements. For further information, refer to the financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could significantly differ from those estimates. Significant estimates affecting the accompanying consolidated financial statements include determining the fair values of MBS, the amounts of asset valuation allowances, and the computation of the income tax provision or benefit and the deferred tax asset allowances recorded for each accounting period.

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Variable Interest Entities (“VIEs”)

A variable interest entity (“VIE”) is consolidated by an enterprise if it is deemed the primary beneficiary of the VIE. The Company obtains interests in VIEs through its investments in MBS. The interests in these VIEs are passive in nature and are not expected to result in the Company obtaining a controlling financial interest in these VIEs in the future. As a result, the Company does not consolidate these VIEs and accounts for the interest in these VIEs as MBS. See Note 3. The maximum exposure to loss for these VIEs is the carrying value of the MBS.

Bimini Capital has a common share investment in a trust, Bimini Capital Trust II, (“BCTII”), used in connection with the issuance of Bimini Capital's junior subordinated notes. BCTII is a VIE, as the holders of the equity investment at risk do not have adequate decision making ability over BCTII’s activities. Bimini Capital's investment was financed directly by BCTII as a result of its loan of the proceeds to Bimini Capital, therefore that investment is not an equity investment at risk and is not a variable interest. Since Bimini Capital is not the primary beneficiary of BCTII, the Company has not consolidated the financial statements of BCTII into its consolidated financial statements, and this investment is accounted for on the equity method. See Note 7.

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents include cash on deposit with financial institutions and highly liquid investments with original maturities of three months or less at the time of purchase. Restricted cash includes cash pledged as collateral for repurchase agreements and margin for derivative instruments. The following table presents the Company’s cash, cash equivalents and restricted cash as of June 30, 2025 and December 31, 2024.

	*June 30, 2025*		*December 31, 2024*
Cash and cash equivalents	$	5,335,225	$	5,671,347
Restricted cash		1,248,681		1,751,399
Total cash, cash equivalents and restricted cash	$	6,583,906	$	7,422,746

The Company maintains cash balances at several banks and excess margin with two exchange clearing members. At times, balances may exceed federally insured limits. The Company has not experienced any losses related to these balances. Restricted cash balances are uninsured, but are held in separate accounts that are segregated from the general funds of the counterparty. The Company limits uninsured balances to only large, well-known banks and exchange clearing members and believes that it is not exposed to significant credit risk on cash and cash equivalents or restricted cash balances.

Advisory Services

Bimini Advisors manages and advises Orchid pursuant to the terms of a management agreement. See Note 2. Under the terms of the management agreement, Orchid is obligated to pay Bimini Advisors a monthly management fee and a pro rata portion of certain overhead costs and to reimburse the Company for any direct expenses incurred on its behalf. Revenues from management fees are recognized over the period of time in which the service is performed.

Mortgage-Backed Securities

The Company invests primarily in mortgage pass-through (“PT”) MBS issued by Freddie Mac, Fannie Mae or Ginnie Mae, collateralized mortgage obligations (“CMOs”), interest-only (“IO”) securities and inverse interest-only (“IIO”) securities representing interest in or obligations backed by pools of mortgage-backed loans. The Company refers to MBS and CMOs as PT MBS and IO and IIO securities as structured MBS. The Company has elected to account for its investment in MBS under the fair value option. Electing the fair value option requires the Company to record changes in fair value in the consolidated statement of operations, which, in management’s view, more appropriately reflects the results of the Company’s operations for a particular reporting period and is consistent with the underlying economics and how the portfolio is managed.

The Company records MBS transactions on the trade date. Security purchases that have not settled as of the balance sheet date are included in the MBS balance with an offsetting liability recorded, whereas securities sold that have not settled as of the balance sheet date are removed from the MBS balance with an offsetting receivable recorded.

Fair value is defined as the price that would be received to sell the asset or paid to transfer the liability in an orderly transaction between market participants at the measurement date. The fair value measurement assumes that the transaction to sell the asset or transfer the liability either occurs in the principal market for the asset or liability, or in the absence of a principal market, occurs in the most advantageous market for the asset or liability. Estimated fair values for MBS are based on independent pricing sources and/or third-party broker quotes, when available.

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Income on PT MBS is based on the stated interest rate of the security. Premiums or discounts present at the date of purchase are not amortized. Premium loss and discount accretion resulting from monthly principal repayments are reflected in unrealized gains and losses on MBS in the consolidated statements of operations. For IO securities, the income is accrued based on the carrying value and the effective yield. The difference between income accrued and the interest received on the security is characterized as a return of investment and serves to reduce the asset’s carrying value. At each reporting date, the effective yield is adjusted prospectively for future reporting periods based on the new estimate of prepayments and the contractual terms of the security. For IIO securities, effective yield and income recognition calculations also take into account the index value applicable to the security. Changes in fair value of MBS during each reporting period are recorded in earnings and reported as unrealized gains or losses on MBS in the accompanying consolidated statements of operations. The amount reported as unrealized gains or losses on MBS thus captures the net effect of changes in the fair market value of securities caused by market developments and any premium or discount lost as a result of principal repayments during the period. Realized gains and losses on sales of MBS, using the specific identification method, are reported as a separate component of net portfolio income on the statement of operations.

Orchid Island Capital, Inc. Common Stock

The Company accounts for its investment in Orchid common shares at fair value. The change in the fair value and dividends received on this investment are reflected in the consolidated statements of operations for each reporting period. We estimate the fair value of Orchid’s common shares on a market approach using “Level 1” inputs based on the quoted market price of Orchid’s common stock on a national stock exchange.

Derivative Financial Instruments

The Company has historically used derivative instruments to manage interest rate risk, facilitate asset/liability strategies and manage other exposures, and it may continue to do so in the future. The principal instruments that the Company has used are interest rate futures contracts, and “to-be-announced” (“TBA”) securities transactions. The Company accounts for TBA securities as derivative instruments. Other types of derivative instruments may be used in the future. Gains and losses associated with derivative transactions are reported in gain (loss) on derivative instruments in the accompanying consolidated statements of operations.

During the six and three months ended June 30, 2025 and 2024, the Company only held U.S. Treasury Note (“T-Note”) and Secured Overnight Financing Rate (“SOFR”) futures contracts. The Company recorded losses of approximately $(1.8) million and $(0.4) million on these instruments during the six and three months ended June 30, 2025, respectively, compared to gains of approximately $1.4 million and $0.2 million for the six and three months ended June 30, 2024, respectively.

Derivative instruments are carried at fair value, and changes in fair value are recorded in the consolidated operations for each period. The Company’s derivative financial instruments are not designated as hedge accounting relationships, but rather are used as economic hedges of its portfolio assets and liabilities. Gains and losses on derivatives, except those that result in cash receipts or payments, are included in operating activities on the statements of cash flows. Cash payments and cash receipts from settlement of derivatives, including current period net cash settlements on interest rate swaps, are classified as an investing activity on the statements of cash flows. The Company's derivative agreements generally contain provisions that allow for netting or setting off derivative assets and liabilities with the counterparty; however, related assets and liabilities are reported on a gross basis in the Company's consolidated balance sheets. Derivative instruments in a gain position, if any, are reported as derivative assets at fair value and derivative instruments in a loss position, if any, are reported as derivative liabilities at fair value in the consolidated balance sheets.

Holding derivatives creates exposure to credit risk related to the potential for failure by counterparties to honor their commitments. In the event of default by a counterparty, the Company may have difficulty recovering its collateral and may not receive payments provided for under the terms of the agreement. The Company’s derivative agreements require it to post or receive collateral to mitigate such risk. In addition, the Company uses only registered central clearing exchanges and well-established commercial banks as counterparties, monitors positions with individual counterparties and adjusts posted collateral as required. The Company’s futures contracts are exchange traded contracts that are valued based on exchange pricing with daily margin requirements. The margin requirement varies based on the market value of the open position and the equity retained in the account. Margin posted is treated as settlement of the outstanding value of the futures contract. Any margin excess or deficit outstanding is recorded as a receivable or payable as of the date of the Company’s balance sheets. The Company realizes gains and losses on these contracts upon expiration equal to the difference between the current fair value of the underlying asset and the contractual price of the futures contract.

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Financial Instruments

The fair value of financial instruments is disclosed either in the body of the consolidated financial statements or in the accompanying notes. MBS, Orchid common stock and derivative assets and liabilities are accounted for at fair value in the consolidated balance sheets. The methods and assumptions used to estimate fair value for these instruments are presented in Note 12.

Property and Equipment, net

Property and equipment, net, consists of computer equipment with a depreciable life of 3 years, office furniture and equipment with depreciable lives of 8 to 20 years, land which has no depreciable life, and our building and its improvements with depreciable lives of 30 years. Property and equipment is recorded at acquisition cost and depreciated to their respective salvage values using the straight-line method over the estimated useful lives of the assets. Depreciation is included in administrative and other expenses in the consolidated statement of operations.

Repurchase Agreements

The Company finances the acquisition of the majority of its PT MBS through the use of repurchase agreements under master repurchase agreements. Repurchase agreements are accounted for as collateralized financing transactions, which are carried at their contractual amounts, including accrued interest, as specified in the respective agreements.

Earnings Per Share

Basic EPS is calculated as income available to common stockholders divided by the weighted average number of common shares outstanding during the period. Diluted EPS is calculated using the treasury stock or two-class method, as applicable for common stock equivalents. However, the common stock equivalents are not included in computing diluted EPS if the result is anti-dilutive.

Outstanding shares of Class B Common Stock, participating and convertible into Class A Common Stock, are entitled to receive dividends in an amount equal to the dividends declared, if any, on each share of Class A Common Stock. Accordingly, shares of the Class B Common Stock are included in the computation of basic EPS using the two-class method and, consequently, are presented separately from Class A Common Stock.

The shares of Class C Common Stock are not included in the basic EPS computation as these shares do not have participation rights. The outstanding shares of Class B and Class C Common Stock are not included in the computation of diluted EPS for the Class A Common Stock as the conditions for conversion into shares of Class A Common Stock were not met.

Income Taxes

Income taxes are provided for using the asset and liability method. Deferred tax assets and liabilities represent the differences between the financial statement and income tax bases of assets and liabilities using enacted tax rates. The measurement of net deferred tax assets is adjusted by a valuation allowance if, based on the Company’s evaluation, it is more likely than not that they will not be fully realized in future accounting periods.

The Company’s U.S. federal income tax returns for years ended on or after December 31, 2021 remain open for examination. Although management believes its calculations for tax returns are correct and the positions taken thereon are reasonable, the final outcome of a tax examination, should it occur, could be materially different from the tax returns filed by the Company, and those differences could result in significant costs or benefits to the Company. Bimini Capital and its includable subsidiaries, and Royal Palm and its includable subsidiaries, file their tax returns as separate tax paying entities.

The Company assesses the likelihood, based on their technical merit, that uncertain tax positions will be sustained during a tax examination based on the facts, circumstances and information available. The measurement of uncertain tax positions is adjusted when new information is available, or when an event occurs that requires a change. The Company recognizes tax positions in the consolidated financial statements only when it is more likely than not that the position will be sustained upon examination by the relevant taxing authority based on the technical merits of the position. A position that meets this standard is measured at the largest amount of benefit that will more likely than not be realized upon settlement. The difference between the benefit recognized and the tax benefit claimed on a tax return is referred to as an unrecognized tax benefit and is recorded as a liability in the consolidated balance sheets. The Company has recorded no such liabilities. The Company records income tax-related interest and penalties, if applicable, within the income tax provision.

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Recent Accounting Pronouncements

We adopted Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segments, beginning with our Annual Report on Form 10-K for the year ended December 31, 2024. The ASU is applicable to our interim periods beginning in 2025. The amendments in the ASU require disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources. The adoption did not have a material impact on our financial statements.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things, greater disaggregation of information in the income tax rate reconciliation and for paid income taxes to be disaggregated by jurisdiction. On January 1, 2025, the ASU became effective. This ASU affects financial statement disclosure only, which is not required until year-end 2025 and, as a result, does not affect our results of operations or financial condition.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in the ASU require disclosures about specific types of expenses included in the expense captions presented on the Consolidated Statements of Income, as well as disclosures about selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, with early adoption allowed. We are currently evaluating the impact of adoption on our financial disclosures.

NOTE 2. ADVISORY SERVICES

Bimini Advisors serves as the manager and advisor for Orchid pursuant to the terms of a management agreement. As Manager, Bimini Advisors is responsible for administering Orchid's business activities and day-to-day operations. Pursuant to the terms of the management agreement, Bimini Advisors provides Orchid with its management team, including its officers, along with appropriate support personnel. Bimini Advisors is at all times subject to the supervision and oversight of Orchid's board of directors and has only such functions and authority as delegated to it. Bimini Advisors receives a monthly management fee in the amount of:

●

One-twelfth of 1.50% of the first $250 million of Orchid’s month-end equity, as defined in the management agreement,

●

One-twelfth of 1.25% of Orchid’s month-end equity that is greater than $250 million and less than or equal to $500 million, and

●

One-twelfth of 1.00% of Orchid’s month-end equity that is greater than $500 million.

The Company also provides certain repurchase agreement trading, clearing and administrative services to Orchid. In consideration for such services, Orchid pays the following fees to the Company:

●

a daily fee equal to the outstanding principal balance of repurchase agreement funding in place as of the end of such day multiplied by 1.5 basis points for the amount of aggregate outstanding principal balance less than or equal to $5 billion, and multiplied by 1.0 basis point for any amount of aggregate outstanding principal balance in excess of $5 billion, and

●

a fee for the clearing and operational services provided by personnel of the Manager equal to $10,000 per month.

Orchid is obligated to reimburse Bimini Advisors for any direct expenses incurred on its behalf and to pay to Bimini Advisors an amount equal to Orchid's pro rata portion of certain overhead costs set forth in the management agreement. Orchid is required to pay Bimini Advisors by the 15th day of the month following the month the services are performed. The management agreement has been renewed through February 20, 2026 and provides for automatic one-year extension options thereafter. Should Orchid terminate the management agreement without cause, it will be obligated to pay Bimini Advisors a termination fee equal to three times the average annual management fee, as defined in the management agreement, before or on the last day of the applicable renewal term.

The following table summarizes the advisory services revenue from Orchid for the six and three months ended June 30, 2025 and 2024.

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(in thousands)
	*Six Months Ended June 30,*				*Three Months Ended June 30,*
	*2025*		*2024*		*2025*		*2024*
Management fee	$	5,729	$	4,418	$	2,982	$	2,257
Allocated overhead		1,190		1,330		582		732
Repurchase, clearing and administrative fee		474		348		247		178
Total	$	7,393	$	6,096	$	3,811	$	3,167

At June 30, 2025 and December 31, 2024, the net amount due from Orchid was approximately $1.3 million and $1.2 million, respectively.

NOTE 3. MORTGAGE-BACKED SECURITIES

The following table presents the Company’s MBS portfolio as of June 30, 2025 and December 31, 2024:

(in thousands)
	June 30, 2025						December 31, 2024
	Par Value		Cost ⁽¹⁾		Fair Value		Par Value		Cost ⁽¹⁾		Fair Value
Fixed-rate MBS	$	104,552	$	106,364	$	105,434	$	120,502	$	122,298	$	120,056
Structured MBS ⁽²⁾		n/a		1,487		2,190		n/a		1,580		2,292
Total	$	104,552	$	107,851	$	107,624	$	120,502	$	123,878	$	122,348

(1)	The cost information in the table above represents the aggregate current par value, multiplied by the purchase price of each security in the portfolio.
(2)	The notional balance for the structured MBS portfolio was $15.6 million and $16.7 million as of June 30, 2025 and December 31, 2024, respectively.

The following table is a summary of the Company’s net gain (loss) from the sales of MBS for the six months ended June 30, 2025 and 2024.

(in thousands)
		*Six Months Ended June 30,*
	*2025*			*2024*
Proceeds from sales of MBS	$	9,786		$	46,252
Carrying value of MBS sold		(9,964	)		(46,814	)
Net loss on sales of MBS	$	(178	)	$	(562	)

Gross gain on sales of MBS	$	-		$	-
Gross loss on sales of MBS		(178	)		(562	)
Net loss on sales of MBS	$	(178	)	$	(562	)

NOTE 4. REPURCHASE AGREEMENTS

The Company pledges certain of its MBS as collateral under repurchase agreements with financial institutions. Interest rates are generally fixed based on prevailing rates corresponding to the terms of the borrowings, and interest is generally paid at the termination of a borrowing. If the fair value of the pledged securities declines, lenders will typically require the Company to post additional collateral or pay down borrowings to re-establish agreed upon collateral requirements, referred to as “margin calls.” Similarly, if the fair value of the pledged securities increases, lenders may release collateral back to the Company. During the three months ended June 30, 2025 and 2024, the Company had met all margin call requirements.

As of June 30, 2025 and December 31, 2024, the Company’s repurchase agreements had remaining maturities as summarized below:

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($ in thousands)
	*OVERNIGHT*		*BETWEEN 2*			*BETWEEN 31*			*GREATER*
	*(1 DAY OR*		*AND*			*AND*			*THAN*
	*LESS)*		*30 DAYS*			*90 DAYS*			*90 DAYS*			*TOTAL*
June 30, 2025
Fair value of securities pledged, including accrued interest receivable	$	-	$	30,988		$	57,434		$	19,387		$	107,809
Repurchase agreement liabilities associated with these securities	$	-	$	29,077		$	54,427		$	18,238		$	101,742
Net weighted average borrowing rate		-		4.49	%		4.47	%		4.53	%		4.49	%
December 31, 2024
Fair value of securities pledged, including accrued interest receivable	$	-	$	84,954		$	17,675		$	20,063		$	122,692
Repurchase agreement liabilities associated with these securities	$	-	$	81,215		$	16,855		$	19,111		$	117,181
Net weighted average borrowing rate		-		4.70	%		4.54	%		4.76	%		4.68	%

In addition, cash pledged to counterparties for repurchase agreements was approximately $0.3 million and $0.6 million as of June 30, 2025 and December 31, 2024, respectively.

If, during the term of a repurchase agreement, a lender files for bankruptcy, the Company might experience difficulty recovering its pledged assets, which could result in an unsecured claim against the lender for the difference between the amount loaned to the Company plus interest due to the counterparty and the fair value of the collateral pledged to such lender, including the accrued interest receivable, and cash posted by the Company as collateral, if any. At June 30, 2025 and December 31, 2024, the Company had an aggregate amount at risk (the difference between the amount loaned to the Company, including interest payable, and the fair value of securities and any cash pledged, including accrued interest on such securities) with all counterparties of approximately $6.1 million and $5.8 million, respectively. Summary information regarding amounts at risk with individual counterparties greater than 10% of the Company's stockholders' equity at June 30, 2025 and December 31, 2024 is presented in the table below.

($ in thousands)
			*% of*			*Weighted*
			*Stockholders'*			*Average*
	*Amount*		*Equity*			*Maturity*
Repurchase Agreement Counterparty	*at Risk*		*at Risk*			*(in Days)*
June 30, 2025
Marex Capital Markets Inc.	$	1,456		19.6	%		53
Mirae Asset Securities (USA) Inc.		1,124		15.2	%		136
Mitsubishi UFJ Securities (USA), Inc.		981		13.2	%		15
South Street Securities, LLC		909		12.3	%		85
Clear Street LLC		832		11.2	%		84
DV Securities, LLC Repo		829		11.2	%		28
December 31, 2024
South Street Securities, LLC	$	1,226		18.0	%		23
Marex Capital Markets Inc.		1,205		17.7	%		18
Mitsubishi UFJ Securities, Inc.		858		12.6	%		14
Mirae Asset Securities (USA) Inc.		842		12.3	%		139
DV Securities, LLC.		834		12.2	%		28
Clear Street LLC		794		11.6	%		79

NOTE 5. PLEDGED ASSETS

Assets Pledged to Counterparties

The table below summarizes Bimini’s assets pledged as collateral under its repurchase agreements and derivative agreements as of June 30, 2025 and December 31, 2024.

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($ in thousands)
	*June 30, 2025*						*December 31, 2024*
	*Repurchase*		*Derivative*				*Repurchase*		*Derivative*
	*Agreements*		*Agreements*		*Total*		*Agreements*		*Agreements*		*Total*
PT MBS - at fair value	$	105,249	$	-	$	105,249	$	119,960	$	-	$	119,960
Structured MBS - at fair value		2,037		-		2,037		2,133		-		2,133
Accrued interest on pledged securities		523		-		523		599		-		599
Restricted cash		255		994		1,249		629		1,122		1,751
Total	$	108,064	$	994	$	109,058	$	123,321	$	1,122	$	124,443

Cash pledged to the Company from counterparties under repurchase agreements was $0.3 million at December 31, 2024. There was no cash pledged to the Company from counterparties under repurchase agreements at June 30, 2025. Cash received as margin is recognized as cash and cash equivalents with a corresponding amount recognized as an increase in repurchase agreements in the consolidated balance sheets.

NOTE 6. OFFSETTING ASSETS AND LIABILITIES

The Company’s derivatives and repurchase agreements are subject to underlying agreements with master netting or similar arrangements, which provide for the right of offset in the event of default or in the event of bankruptcy of either party to the transactions. The Company reports its assets and liabilities subject to these arrangements on a gross basis. The following tables present information regarding those assets and liabilities subject to such arrangements as if the Company had presented them on a net basis as of June 30, 2025 and December 31, 2024.

(in thousands)
*Offsetting of Liabilities*
					*Net Amount*		*Gross Amount Not Offset*
			*Gross*		*of Liabilities*		*in the*
	*Gross*		*Amount*		*Presented*		*Consolidated Balance Sheet*
	*Amount*		*Offset in the*		*in the*		*Financial*
	of		*Consolidated*		*Consolidated*		*Instruments*			*Cash*
	*Recognized*		*Balance*		*Balance*		*Posted as*			*Posted as*			*Net*
	*Liabilities*		*Sheet*		*Sheet*		*Collateral*			*Collateral*			*Amount*
June 30, 2025
Repurchase Agreements	$	101,742	$	-	$	101,742	$	(101,487	)	$	(255	)	$	-
	$	101,742	$	-	$	101,742	$	(101,487	)	$	(255	)	$	-
December 31, 2024
Repurchase Agreements	$	117,181	$	-	$	117,181	$	(116,552	)	$	(629	)	$	-
	$	117,181	$	-	$	117,181	$	(116,552	)	$	(629	)	$	-

The amounts disclosed for collateral received by or posted to the same counterparty are limited to the amount sufficient to reduce the asset or liability presented in the consolidated balance sheet to zero. The fair value of the actual collateral received by or posted to the same counterparty typically exceeds the amounts presented. See Note 5 for a discussion of collateral posted for, or received against, repurchase obligations and derivative instruments.

NOTE 7. LONG-TERM DEBT

Long-term debt at June 30, 2025 and December 31, 2024 is summarized as follows:

(in thousands)
	*June 30, 2025*		*December 31, 2024*
Junior subordinated debt	$	26,804	$	26,804
Secured note payable		553		564
Total	$	27,357	$	27,368

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Junior Subordinated Debt

During 2005, Bimini Capital sponsored the formation of a statutory trust, known as BCTII, 100% of the common equity of which is owned by Bimini Capital. It was formed for the purpose of issuing trust preferred capital securities to third-party investors and investing the proceeds from the sale of such capital securities solely in junior subordinated debt securities of Bimini Capital. The debt securities held by BCTII are the sole assets of BCTII.

As of June 30, 2025 and December 31, 2024, the outstanding principal balance on the junior subordinated debt securities owed to BCTII was $26.8 million. The interest rate for the junior subordinated debt is the CME Term SOFR on the applicable reset date plus the tenor spread adjustment of 0.26161% plus the coupon spread of 3.50%. As of June 30, 2025 and December 31, 2024, the interest rate was 8.08% and 8.12%, respectively. The BCTII trust preferred securities and Bimini Capital's BCTII Junior Subordinated Notes require quarterly interest distributions, are redeemable at Bimini Capital's option, in whole or in part and without penalty, and have a final maturity of December 15, 2035. Bimini Capital's BCTII Junior Subordinated Notes are subordinate and junior in right of payment to all present and future senior indebtedness.

The Company's included consolidated financial statements present Bimini Capital's BCTII Junior Subordinated Notes issued to BCTII as a liability and Bimini Capital's investment in the common equity securities of BCTII as an asset (included in other assets). For financial statement purposes, Bimini Capital records payments of interest on the Junior Subordinated Notes issued to BCTII as interest expense.

Secured Note Payable

On October 30, 2019, the Company borrowed $680,000 from a bank. Through October 30, 2024, interest on the note accrued at 4.89%. Thereafter, interest accrues based on the weekly average yield to the United States Treasury securities adjusted to a constant maturity of 5 years, plus 3.25%. The interest rate reset to 7.37% on October 30, 2024 and will reset again on October 30, 2029. The note is secured by a mortgage on the Company’s office building and has a final maturity of October 30, 2039.

The table below presents the future scheduled principal payments on the Company’s long-term debt.

(in thousands)
Last six months of 2025	$	11
For the years:
2026		23
2027		25
2028		27
2029		29
After 2029 (cumulative)		27,242
Total	$	27,357

NOTE 8. COMMON STOCK

There were no issuances of Bimini Capital's Class A Common Stock, Class B Common Stock or Class C Common Stock during the six months ended June 30, 2025 and 2024.

Stock Repurchase Plans

On March 7, 2024, the Board authorized a share repurchase plan pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934 (the “2024 Repurchase Plan”). Pursuant to the 2024 Repurchase Plan, the Company can purchase shares of its Class A Common Stock from time to time for an aggregate purchase price not to exceed $2.5 million. Share repurchases can be executed through various means, including, without limitation, open market transactions. The 2024 Repurchase Plan does not obligate the Company to purchase any shares, and expires on March 7, 2026. The authorization for the 2024 Repurchase Plan can be terminated, increased or decreased by the Company’s Board of Directors in its discretion at any time. The Company has not repurchased any shares under the 2024 Repurchase Plan.

NOTE 9. COMMITMENTS AND CONTINGENCIES

From time to time, the Company may become involved in various claims and legal actions arising in the ordinary course of business.

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As previously disclosed, in April 2020 and November 2021, the Company received demands for payment from Citigroup, Inc. related to the indemnification provisions of various mortgage loan purchase agreements entered into prior to 2007. As of June 30, 2025, no further information has been received related to this matter. The ultimate resolution of this matter cannot presently be determined. However, in management's opinion, the demands are without merit and the likelihood of a material adverse outcome is remote. Accordingly, no provision or accrual has been recorded.

Management is not aware of any other significant reported or unreported contingencies at June 30, 2025.

NOTE 10. INCOME TAXES

The total income tax provision recorded for the six months ended June 30, 2025 and 2024 was $0.2 million and $0.5 million, respectively, on consolidated pre-tax book income of $0.8 million and $0.4 million, respectively. The total income tax provision recorded for the three months ended June 30, 2025 and 2024 was $6.5 thousand and $0.1 million, respectively, on consolidated pre-tax book income (loss) of $49.3 thousand and $(0.2) million, respectively. Company uses the discrete-period computation method for determining its income tax provision. The Company's income tax provision could be affected by numerous factors, including nondeductible expenses, the projected utilization of net operating loss carryovers (“NOLs”) and changes in its deferred tax assets and liabilities and their valuations.

The Company’s tax provisions are computed using actual annual tax rates applied to actual income to date and include the expected realization of a portion of the tax benefits of federal and state NOLs. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized in future accounting periods. The ultimate realization of net capital loss carryforwards and NOLs is dependent upon the generation of future capital gains and taxable income in periods prior to their expiration. The Company currently provides a valuation allowance against a portion of the deferred tax assets generated by the NOLs since the Company believes that it is more likely than not that some of the benefits will not be realized in the future. The Company will continue to assess the need for, and the amount of, the valuation allowance at each reporting date.

NOTE 11. EARNINGS PER SHARE

Shares of Class B common stock, participating and convertible into Class A common stock, are entitled to receive dividends in an amount equal to the dividends declared on each share of Class A common stock if, and when, authorized and declared by the Board of Directors. Class B common stock is included in the computation of basic EPS using the two-class method, and consequently is presented separately from Class A common stock. Shares of Class B common stock are not included in the computation of diluted Class A EPS as the conditions for conversion to Class A common stock were not met at June 30, 2025 and 2024.

Shares of Class C common stock are not included in the basic EPS computation as these shares do not have participation rights. Shares of Class C common stock are not included in the computation of diluted Class A EPS as the conditions for conversion to Class A common stock were not met at June 30, 2025 and 2024.

The table below reconciles the numerator and denominator of EPS for the six and three months ended June 30, 2025 and 2024.

(in thousands, except per-share information)
	*Six Months Ended June 30,*					*Three Months Ended June 30,*
	*2025*		*2024*			*2025*		*2024*
Basic and diluted EPS per Class A common share:
Income (loss) attributable to Class A common shares:
Basic and diluted	$	593	$	(61	)	$	43	$	(273	)
Weighted average common shares:
Class A common shares outstanding at the balance sheet date		10,005		10,005			10,005		10,005
Effect of weighting		-		-			-		-
Weighted average shares-basic and diluted		10,005		10,005			10,005		10,005
Income (loss) per Class A common share:
Basic and diluted	$	0.06	$	(0.01	)	$	0.00	$	(0.03	)

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(in thousands, except per-share information)
	*Six Months Ended June 30,*					*Three Months Ended June 30,*
	*2025*		*2024*			*2025*		*2024*
Basic and diluted EPS per Class B common share:
Income (loss) attributable to Class B common shares:
Basic and diluted	$	2	$	-		$	-	$	(1	)
Weighted average common shares:
Class B common shares outstanding at the balance sheet date		32		32			32		32
Weighted average shares-basic and diluted		32		32			32		32
Income (loss) per Class B common share:
Basic and diluted	$	0.06	$	(0.01	)	$	0.00	$	(0.03	)

NOTE 12. FAIR VALUE

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). A fair value measure should reflect the assumptions that market participants would use in pricing the asset or liability, including the assumptions about the risk inherent in a particular valuation technique, the effect of a restriction on the sale or use of an asset and the risk of non-performance. Required disclosures include presentation of balance sheet amounts measured at fair value based on inputs the Company uses to derive fair value measurements. These inputs are:

●

Level 1 valuations, where the valuation is based on quoted market prices for identical assets or liabilities traded in active markets (which include exchanges and over-the-counter markets with sufficient volume),

●

Level 2 valuations, where the valuation is based on quoted market prices for similar instruments traded in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market, and

●

Level 3 valuations, where the valuation is generated from model-based techniques that use significant assumptions not observable in the market, but observable based on Company-specific data. These unobservable assumptions reflect the Company’s own estimates for assumptions that market participants would use in pricing the asset or liability. Valuation techniques typically include option pricing models, discounted cash flow models and similar techniques, but may also include the use of market prices of assets or liabilities that are not directly comparable to the subject asset or liability.

The Company's MBS and Orchid common stock are recorded at fair value on a recurring basis as of June 30, 2025 and December 31, 2024. When determining fair value measurements, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset. When possible, the Company looks to active and observable markets to price identical assets. When identical assets are not traded in active markets, the Company looks to market observable data for similar assets.

The Company's MBS are valued using Level 2 valuations, and such valuations currently are determined by the Company based on independent pricing sources and/or third-party broker quotes. Because the price estimates may vary, the Company must make certain judgments and assumptions about the appropriate price to use to calculate the fair values. The Company and the independent pricing sources use various valuation techniques to determine the price of the Company’s securities. These techniques include observing the most recent market for like or identical assets (including security coupon, maturity, yield, and prepayment speeds), spread pricing techniques to determine market credit spreads (option adjusted spread, zero volatility spread, spread to the U.S. Treasury curve or spread to a benchmark such as a TBA security), and model driven approaches (the discounted cash flow method, Black Scholes and SABR models which rely upon observable market rates such as the term structure of interest rates and volatility). The appropriate spread pricing method used is based on market convention. The pricing source determines the spread of recently observed trade activity or observable markets for assets similar to those being priced. The spread is then adjusted based on variances in certain characteristics between the market observation and the asset being priced. Those characteristics include: type of asset, the expected life of the asset, the stability and predictability of the expected future cash flows of the asset, whether the coupon of the asset is fixed or adjustable, the guarantor of the security if applicable, the coupon, the maturity, the issuer, size of the underlying loans, year in which the underlying loans were originated, loan to value ratio, state in which the underlying loans reside, credit score of the underlying borrowers and other variables if appropriate. The fair value of the security is determined by using the adjusted spread.

The Company’s futures contracts are Level 1 valuations, as they are exchange-traded instruments and quoted market prices are readily available. Futures contracts are settled daily.

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The estimated fair value of cash and cash equivalents, restricted cash, accrued interest receivable, other assets, due from affiliates, repurchase agreements, accrued interest payable and other liabilities generally approximates their carrying values due to the short-term nature of these financial instruments. The Company estimates the fair value of the cash and cash equivalents and restricted cash using Level 1 inputs, and the accrued interest receivable, other assets, due from affiliates, repurchase agreements, accrued interest payable and other liabilities using Level 2 inputs. The fair value of the Company’s junior subordinated debt approximates its carrying value. The carrying value is a reasonable estimate of fair value since the instrument carries a floating rate that resets frequently. Further information regarding this instrument is presented in Note 7.

The following table presents financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024:

(in thousands)
			*Quoted Prices*
			*in Active*		*Significant*
			*Markets for*		*Other*		*Significant*
			*Identical*		*Observable*		*Unobservable*
	*Fair Value*		*Assets*		*Inputs*		*Inputs*
	*Measurements*		*(Level 1)*		*(Level 2)*		*(Level 3)*
June 30, 2025
Mortgage-backed securities	$	107,624	$	-	$	107,624	$	-
Orchid Island Capital, Inc. common stock		3,989		3,989		-		-
December 31, 2024
Mortgage-backed securities	$	122,348	$	-	$	122,348	$	-
Orchid Island Capital, Inc. common stock		4,427		4,427		-		-

During the six months ended June 30, 2025 and 2024, there were no transfers of financial assets or liabilities between Levels 1, 2 or 3.

NOTE 13. SEGMENT INFORMATION

The Company’s business is organized into the asset management and the investment portfolio segments, with each representing a reportable segment. Our CODM is our Chief Executive Officer. The results of each segment are regularly reviewed by the CODM to assess the performance of the segment and make decisions regarding the allocation of resources to the segments. The CODM uses both net revenues and income before federal income taxes, to assess the financial performance of the segments and for purposes of allocating resources. The accounting policies of our two reportable business segments are the same as those described in Note 1.

The asset management segment includes the investment advisory services provided by Bimini Advisors to Orchid and Royal Palm. As discussed in Note 2, the revenues of the asset management segment consist of management fees, overhead reimbursements and repurchase, clearing and administrative fees received pursuant to a management agreement with Orchid. Total revenues received under this management agreement for the six and three months ended June 30, 2025 were approximately $7.4 million and $3.8 million, respectively, accounting for approximately 66% and 68% of consolidated revenues. Total revenues received under this management agreement for the six and three months ended June 30, 2024 were approximately $6.1 million and $3.2 million, respectively, accounting for approximately 66% and 68% of consolidated revenues.

The investment portfolio segment includes the investment activities conducted by Royal Palm. The investment portfolio segment receives revenue in the form of interest and dividend income on its investments.

The majority of our assets, revenues and expenses are directly associated with each respective business segment and are included in determining its asset balance and operating results. Those assets, revenues and expenses that are not directly attributable to a particular business segment are included in the Corporate function. Corporate operating expenses are allocated to the reportable segments based on their proportional share of total revenues. As a result, the sum of each income statement line item for the two reportable segments and the Corporate function is equal to that same income statement line item for the consolidated entity. In addition, the sum of the total assets for the two reportable segments and the Corporate function is equal to the total assets of the consolidated entity.

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Segment information for the six months ended June 30, 2025 and 2024 is as follows:

(in thousands)
	*Asset*			*Investment*
	*Management*			*Portfolio*			*Corporate*			*Eliminations*			*Total*
2025
Advisory services, external customers	$	7,393		$	-		$	-		$	-		$	7,393
Advisory services, other operating segments⁽¹⁾		81			-			-			(81	)		-
Interest and dividend income		-			3,734			-			-			3,734
Interest expense⁽²⁾		-			(2,497	)		(1,079	)		-			(3,576	)
Net revenues		7,474			1,237			(1,079	)		(81	)		7,551
Other income (expense), net		-			(1,026	)		-			-			(1,026	)
Operating expenses⁽³⁾		(3,797	)		(1,946	)		1			-			(5,742	)
Intercompany expenses⁽¹⁾		-			(81	)		-			81			-
Income (loss) before income taxes	$	3,677		$	(1,816	)	$	(1,078	)	$	-		$	783

	*Asset*			*Investment*
	*Management*			*Portfolio*			*Corporate*			*Eliminations*			*Total*
2024
Advisory services, external customers	$	6,096		$	-		$	-		$	-		$	6,096
Advisory services, other operating segments⁽¹⁾		62			-			-			(62	)		-
Interest and dividend income		-			3,090			1			-			3,091
Interest expense⁽²⁾		-			(2,365	)		(1,212	)		-			(3,577	)
Net revenues		6,158			725			(1,211	)		(62	)		5,610
Other income, net		-			647			-			-			647
Operating expenses⁽³⁾		(3,695	)		(2,116	)		(2	)		-			(5,813	)
Intercompany expenses⁽¹⁾		-			(62	)		-			62			-
Income (loss) before income taxes	$	2,463		$	(806	)	$	(1,213	)	$	-		$	444

Segment information for the three months ended June 30, 2025 and 2024 is as follows:

(in thousands)
	*Asset*			*Investment*
	*Management*			*Portfolio*			*Corporate*			*Eliminations*			*Total*
2025
Advisory services, external customers	$	3,811		$	-		$	-		$	-		$	3,811
Advisory services, other operating segments⁽¹⁾		40			-			-			(40	)		-
Interest and dividend income		-			1,787			-			-			1,787
Interest expense⁽²⁾		-			(1,191	)		(541	)		-			(1,732	)
Net revenues		3,851			596			(541	)		(40	)		3,866
Other income (expense), net		-			(998	)		-			-			(998	)
Operating expenses⁽³⁾		(1,912	)		(907	)		-			-			(2,819	)
Intercompany expenses⁽¹⁾		-			(40	)		-			40			-
Income (loss) before income taxes	$	1,939		$	(1,349	)	$	(541	)	$	-		$	49

	*Asset*			*Investment*
	*Management*			*Portfolio*			*Corporate*			*Eliminations*			*Total*
2024
Advisory services, external customers	$	3,167		$	-		$	-		$	-		$	3,167
Advisory services, other operating segments⁽¹⁾		30			-			-			(30	)		-
Interest and dividend income		-			1,492			-			-			1,492
Interest expense⁽²⁾		-			(1,157	)		(605	)		-			(1,762	)
Net revenues		3,197			335			(605	)		(30	)		2,897
Other income (expense), net		-			(280	)		-			-			(280	)
Operating expenses⁽³⁾		(1,895	)		(887	)		-			-			(2,782	)
Intercompany expenses⁽¹⁾		-			(30	)		-			30			-
Income (loss) before income taxes	$	1,302		$	(862	)	$	(605	)	$	-		$	(165	)

(1)	Includes fees paid by Royal Palm to Bimini Advisors for advisory services at an annualized rate of 1.5% of capital allocated to Royal Palm's MBS portfolio.
(2)	Includes interest on repurchase agreements in the Investment Portfolio column and long-term debt in the Corporate column.
(3)	Operating expenses are allocated based on each segment’s proportional share of total revenues.

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Assets in each reportable segment as of June 30, 2025 and December 31, 2024 were as follows:

(in thousands)
	*Asset*		*Investment*
	*Management*		*Portfolio*		*Corporate*		*Total*
June 30, 2025	$	2,237	$	129,940		6,571	$	138,748
December 31, 2024		2,006		146,714		6,134		154,854

NOTE 14. RELATED PARTY TRANSACTIONS

At both June 30, 2025 and December 31, 2024, the Company owned 569,071 shares of Orchid common stock, representing approximately 0.5% and 0.7%, respectively, of Orchid’s outstanding common stock on such dates. The Company received dividends on this common stock investment of approximately $0.4 million and $0.4 million during the six months ended June 30, 2025 and 2024, respectively, and $0.2 million and $0.2 million during the three months ended June 30, 2025 and 2024, respectively.

Robert Cauley, the Chief Executive Officer and Chairman of the Board of Directors of the Company, also serves as Chief Executive Officer and Chairman of the Board of Directors of Orchid, participates in Orchid's long term incentive compensation plan, and owns shares of common stock of Orchid. In addition, Hunter Haas, the Chief Financial Officer, Chief Investment Officer, Treasurer and member of the Board of Directors of the Company, also serves as Chief Financial Officer, Chief Investment Officer and Secretary of Orchid, is a member of Orchid’s Board of Directors, participates in Orchid's long term incentive compensation plan, and owns shares of common stock of Orchid. Robert J. Dwyer and Frank E. Jaumot, who are the Company's independent directors, each own shares of common stock of Orchid.

NOTE 15. SUBSEQUENT EVENT

On July 4, 2025, President Donald Trump signed the One Big Beautiful Bill Act (the "Act") into law. Key corporate tax provisions in the Act include the restoration of 100% bonus depreciation, immediate expensing for domestic research and experimental expenditures, changes to interest limitations under Section 163(j) of the Internal Revenue Code of 1986, as amended (the “Code”), updates to global intangible low-taxed income (GILTI) and foreign-derived intangible income (FDII) rules, amendments to energy credits, and expanded aggregation requirements under Section 162(m) of the Code. In accordance with ASC 740, the effects of the new tax law will be recognized in the period of enactment. Accordingly, the impact of the Act will be reflected beginning in the Company’s financial statements for the third quarter of 2025. The Company is currently evaluating the impact of the Act, and an estimate of the financial effect cannot be made at this time.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion of our consolidated financial condition, cash flows, and results of operations should be read in conjunction with the consolidated financial statements and notes to those statements included in Item 1 of this Form 10-Q. The discussion may contain certain forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth under “Risk Factors” in our most recent Annual Report on Form 10-K, our actual results may differ materially from those anticipated in such forward-looking statements.

Overview

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 investment strategy focuses on, and our portfolios primarily consist of traditional pass-through (“PT”) Agency MBS, such as mortgage pass-through certificates and collateralized mortgage obligations (“CMOs”) issued by the GSEs (“PT MBS”); and structured Agency MBS, such as interest only securities (“IOs”), inverse interest only securities (“IIOs”) and principal only securities (“POs”).

The Company’s operations are classified into two reportable segments: the investment portfolio segment and the asset management segment.

The investment portfolio segment includes the investment activities conducted at Bimini Capital’s wholly owned subsidiary, Royal Palm Capital, LLC (collectively with its wholly owned subsidiaries, “Royal Palm”). The investment portfolio segment receives revenue in the form of interest and dividend income on its investments. References to the general management of the Company’s portfolio of MBS refer to the operations of Royal Palm.

The asset management segment includes the arrangement by which the Company, through Bimini Advisors, LLC, an investment advisor registered with the SEC, serves as the external manager of Orchid. From this arrangement the Company receives management fees and expense reimbursements. Bimini Advisors, LLC is a wholly owned subsidiary of Bimini Advisors Holdings, LLC, which is a wholly owned subsidiary of Royal Palm. Bimini Advisors Holdings, LLC and Bimini Advisors, LLC are collectively referred to as “Bimini Advisors.”

Factors that Affect our Results of Operations and Financial Condition

A variety of industry and economic factors may impact our results of operations and financial condition. These factors include:

	●	interest rate trends;
	●	changes in our cost of borrowed funds, including changes in the Federal Funds rate that is controlled by the Federal Reserve (the “Fed”);
	●	the difference between Agency MBS yields and our funding and hedging costs;
	●	competition for, and supply of, investments in Agency MBS;
	●	actions taken by the U.S. government, including the presidential administration, the Fed, the Federal Open Market Committee (the “FOMC”), the Federal Housing Finance Agency (the “FHFA”) and the U.S. Treasury;
	●	prepayment rates on mortgages underlying our Agency MBS, and credit trends insofar as they affect prepayment rates;
	●	geopolitical events that affect the U.S. and international economies; and
	●	other financial market developments.

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In addition, a variety of factors directly relating to our business may also impact our results of operations and financial condition. These factors include:

	●	our use of leverage to finance our assets;
	●	our access to funding and borrowing capacity;
	●	our borrowing costs;
	●	our hedging activities;
	●	the market value of our investments;
	●	the requirements for us to maintain a registration exemption under the Investment Company Act;
	●	our ability to use tax net operating loss carryforwards and other tax attributes to reduce our taxable income;
	●	the impact of possible future changes in tax laws or tax rates;
	●	our ability to manage the portfolio of Orchid and maintain our role as manager;
	●	the financial performance of Orchid and resulting changes in Orchid’s stockholders' equity and our advisory services revenue; and
	●	the carrying value of our investment in Orchid's common stock and dividend income received on that investment.

Results of Operations

Described below are the Company’s results of operations for the six and three months ended June 30, 2025, as compared to the six and three months ended June 30, 2024.

Net Income Summary

Consolidated net income for the six months ended June 30, 2025 was $0.6 million, or $0.06 basic and diluted income per share of Class A Common Stock, as compared to consolidated net loss of $0.1 million, or $0.01 basic and diluted income per share of Class A Common Stock, for the six months ended June 30, 2024. Consolidated net income for the three months ended June 30, 2025 was $0.04 million, or $ 0.00 basic and diluted income per share of Class A Common Stock, as compared to consolidated net loss of $0.3 million, or $0.03 basic and diluted income per share of Class A Common Stock, for the three months ended June 30, 2024.

The components of net income for the six and three months ended June 30, 2025 and 2024, along with the changes in those components are presented in the table below.

(in thousands)
	Six Months Ended June 30,									Three Months Ended June 30,
	2025			2024			Change			2025			2024			Change
Advisory services revenues	$	7,393		$	6,096		$	1,297		$	3,811		$	3,167		$	644
Interest and dividend income		3,734			3,091			643			1,787			1,492			295
Interest expense		(3,576	)		(3,578	)		2			(1,732	)		(1,762	)		30
Net revenues		7,551			5,609			1,942			3,866			2,897			969
Other (expense) revenue		(1,026	)		647			(1,673	)		(998	)		(280	)		(718	)
Expenses		(5,742	)		(5,812	)		70			(2,819	)		(2,783	)		(36	)
Net income (loss) before income tax provision		783			444			339			49			(166	)		215
Income tax provision		188			505			(317	)		6			108			(102	)
Net income (loss)	$	595		$	(61	)	$	656		$	43		$	(274	)	$	317

GAAP and Non-GAAP Reconciliation

Economic Interest Expense and Economic Net Interest Income

We use derivative instruments, primarily U.S. Treasury Note (“T-Note”) and SOFR futures contracts to hedge a portion of the interest rate risk on repurchase agreements in a rising rate environment.

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We have not designated our derivative financial instruments as hedge accounting relationships, but rather hold them for economic hedging purposes. Changes in fair value of these instruments are presented in a separate line item in our consolidated statements of operations and not included in interest expense. As such, for financial reporting purposes, interest expense and cost of funds are not impacted by the fluctuation in value of the derivative instruments.

For the purpose of computing economic net interest income and ratios relating to cost of funds measures, GAAP interest expense, as reflected in our consolidated statements of operations, is adjusted to reflect the realized and unrealized gains or losses on certain derivative instruments the Company uses that pertain to each period presented. We believe that adjusting our GAAP interest expense for the periods presented by the gains or losses on these derivative instruments may not accurately reflect our economic interest expense for these periods. The reason is that these derivative instruments may cover periods that extend into the future, not just the current period. Any realized or unrealized gains or losses on the derivative instruments reflect the change in market value of the instrument caused by changes in underlying interest rates applicable to the term covered by the instrument, which changes are reflective of the future periods covered by the derivative instrument, not just the current period.

For each period presented, we have combined the effects of the derivative financial instruments in place for the respective period with the actual interest expense incurred on repurchase agreements to reflect total economic interest expense for the applicable period. Interest expense, including the effect of derivative instruments for the period, is referred to as economic interest expense. Net interest income, when calculated to include the effect of derivative instruments for the period, is referred to as economic net interest income. This presentation includes gains or losses on all contracts in effect during the reporting period, covering the current period as well as periods in the future.

We believe that economic interest expense and economic net interest income provide meaningful information to consider, in addition to the financial information prepared in accordance with GAAP. The non-GAAP measures help management to evaluate its financial position and performance without the effects of certain transactions and GAAP adjustments that are not necessarily indicative of our current investment portfolio or operations. The gains or losses on derivative instruments presented in our consolidated statements of operations are not necessarily representative of the total interest expense that we will ultimately realize. This is because as interest rates move up or down in the future, the gains or losses we ultimately realize, and which will affect our total interest expense in future periods, may differ from the unrealized gains or losses recognized as of the reporting date.

Our presentation of the economic value of our hedging strategy has important limitations. First, other market participants may calculate economic interest expense and economic net interest income differently than the way we calculate them. Second, while we believe that the calculation of the economic value of our hedging strategy described above helps to present our financial position and performance, it may be of limited usefulness as an analytical tool. Therefore, the economic value of our investment strategy should not be viewed in isolation and is not a substitute for interest expense and net interest income computed in accordance with GAAP.

The tables below present a reconciliation of the adjustments discussed above to interest expense shown for each period relative to our derivative instruments, and the consolidated statements of operations line item, gains (losses) on derivative instruments, calculated in accordance with GAAP for each quarter in 2025 and 2024.

Gains (Losses) on Derivative Instruments

(in thousands)
				Funding Hedges
	Consolidated			Attributed to			Attributed to
	Statement of			Current			Future
	Operations			Period			Periods
Three Months Ended	(GAAP)			(Non-GAAP)			(Non-GAAP)
June 30, 2025	$	(431	)	$	112		$	(543	)
March 31, 2025		(1,369	)		106			(1,475	)
December 31, 2024		3,015			1			3,014
September 30, 2024		(1,991	)		(36	)		(1,955	)
June 30, 2024		212			44			168
March 31, 2024		1,171			21			1,150
Six Months Ended
June 30, 2025	$	(1,800	)	$	218		$	(2,018	)
June 30, 2024		1,383			65			1,318

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Economic Net Portfolio Interest Income

(in thousands)
			Interest Expense on Repurchase Agreements							Net Portfolio
	GAAP				Effect of					Interest Income
	Interest		GAAP		Non-GAAP			Economic		GAAP		Economic
Three Months Ended	Income		Basis		Hedges⁽¹⁾			Basis⁽²⁾		Basis		Basis⁽³⁾
June 30, 2025	$	1,582	$	1,191	$	(112	)	$	1,079	$	391	$	503
March 31, 2025		1,742		1,307		(106	)		1,201		435		541
December 31, 2024		1,673		1,402		(1	)		1,401		271		272
September 30, 2024		1,485		1,373		36			1,409		112		76
June 30, 2024		1,287		1,157		(44	)		1,113		130		174
March 31, 2024		1,394		1,208		(21	)		1,187		186		207
Six Months Ended
June 30, 2025	$	3,324	$	2,498	$	(218	)	$	2,280	$	826	$	1,044
June 30, 2024		2,681		2,365		(65	)		2,300		316		381

(1)	Reflects the effect of derivative instrument hedges for only the period presented.
(2)	Calculated by subtracting the effect of derivative instrument hedges attributed to the period presented from GAAP interest expense.
(3)	Calculated by adding the effect of derivative instrument hedges attributed to the period presented to GAAP net portfolio interest income.

Economic Net Interest Income

(in thousands)
					Interest
	Net Portfolio				Expense on
	Interest Income				Long-Term		Net Interest Income (Expense)
	GAAP		Economic		Debt		GAAP			Economic
Three Months Ended	Basis		Basis⁽¹⁾		(GAAP)		Basis			Basis⁽²⁾
June 30, 2025	$	391	$	503	$	540	$	(149	)	$	(37	)
March 31, 2025		435		541		538		(103	)		3
December 31, 2024		271		272		581		(310	)		(309	)
September 30, 2024		112		76		607		(495	)		(531	)
June 30, 2024		130		174		605		(475	)		(431	)
March 31, 2024		186		207		608		(422	)		(401	)
Six Months Ended
June 30, 2025	$	826	$	1,044	$	1,078	$	(252	)	$	(34	)
June 30, 2024		316		381		1,213		(897	)		(832	)

(1)	Calculated by adding the effect of derivative instrument hedges attributed to the period presented to GAAP net portfolio interest income.
(2)	Calculated by adding the effect of derivative instrument hedges attributed to the period presented to GAAP net interest income.

Segment Information

We have two operating segments; (a) the asset management segment, which includes the investment advisory services provided by Bimini Advisors to Orchid and Royal Palm, and (b) the investment portfolio segment, which includes the investment activities conducted by Royal Palm.

Segment information for the six months ended June 30, 2025 and 2024 is as follows:

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(in thousands)
	Asset			Investment
	Management			Portfolio			Corporate			Eliminations			Total
2025
Advisory services, external customers	$	7,393		$	-		$	-		$	-		$	7,393
Advisory services, other operating segments⁽¹⁾		81			-			-			(81	)		-
Interest and dividend income		-			3,734			-			-			3,734
Interest expense⁽²⁾		-			(2,497	)		(1,079	)		-			(3,576	)
Net revenues		7,474			1,237			(1,079	)		(81	)		7,551
Other income (expense), net		-			(1,026	)		-			-			(1,026	)
Operating expenses⁽³⁾		(3,797	)		(1,946	)		1			-			(5,742	)
Intercompany expenses⁽¹⁾		-			(81	)		-			81			-
Income (loss) before income taxes	$	3,677		$	(1,816	)	$	(1,078	)	$	-		$	783

	Asset			Investment
	Management			Portfolio			Corporate			Eliminations			Total
2024
Advisory services, external customers	$	6,096		$	-		$	-		$	-		$	6,096
Advisory services, other operating segments⁽¹⁾		62			-			-			(62	)		-
Interest and dividend income		-			3,090			1			-			3,091
Interest expense⁽²⁾		-			(2,365	)		(1,212	)		-			(3,577	)
Net revenues		6,158			725			(1,211	)		(62	)		5,610
Other income, net		-			647			-			-			647
Operating expenses⁽³⁾		(3,695	)		(2,116	)		(2	)		-			(5,813	)
Intercompany expenses⁽¹⁾		-			(62	)		-			62			-
Income (loss) before income taxes	$	2,463		$	(806	)	$	(1,213	)	$	-		$	444

Segment information for the three months ended June 30, 2025 and 2024 is as follows:

(in thousands)
	Asset			Investment
	Management			Portfolio			Corporate			Eliminations			Total
2025
Advisory services, external customers	$	3,811		$	-		$	-		$	-		$	3,811
Advisory services, other operating segments⁽¹⁾		40			-			-			(40	)		-
Interest and dividend income		-			1,787			-			-			1,787
Interest expense⁽²⁾		-			(1,191	)		(541	)		-			(1,732	)
Net revenues		3,851			596			(541	)		(40	)		3,866
Other income (expense), net		-			(998	)		-			-			(998	)
Operating expenses⁽³⁾		(1,912	)		(907	)		-			-			(2,819	)
Intercompany expenses⁽¹⁾		-			(40	)		-			40			-
Income (loss) before income taxes	$	1,939		$	(1,349	)	$	(541	)	$	-		$	49

	Asset			Investment
	Management			Portfolio			Corporate			Eliminations			Total
2024
Advisory services, external customers	$	3,167		$	-		$	-		$	-		$	3,167
Advisory services, other operating segments⁽¹⁾		30			-			-			(30	)		-
Interest and dividend income		-			1,492			-			-			1,492
Interest expense⁽²⁾		-			(1,157	)		(605	)		-			(1,762	)
Net revenues		3,197			335			(605	)		(30	)		2,897
Other income (expense), net		-			(280	)		-			-			(280	)
Operating expenses⁽³⁾		(1,895	)		(887	)		-			-			(2,782	)
Intercompany expenses⁽¹⁾		-			(30	)		-			30			-
Income (loss) before income taxes	$	1,302		$	(862	)	$	(605	)	$	-		$	(165	)

(1)	Includes fees paid by Royal Palm to Bimini Advisors for advisory services at an annualized rate of 1.5% of capital allocated to Royal Palm's MBS portfolio.
(2)	Includes interest expense on repurchase agreements in the Investment Portfolio column and long-term debt in the Corporate column.
(3)	Corporate expenses are allocated based on each segment’s proportional share of total revenues.

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Assets in each reportable segment were as follows:

(in thousands)
	Asset		Investment
	Management		Portfolio		Corporate		Total
June 30, 2025	$	2,237	$	129,940		6,571	$	138,748
December 31, 2024		2,006		146,714		6,134		154,854

Asset Management Segment

Advisory Services Revenue

Advisory services revenue consists of management fees and overhead reimbursements charged to Orchid for the management of its portfolio pursuant to the terms of a management agreement. We receive a monthly management fee in the amount of:

●

One-twelfth of 1.50% of the first $250 million of Orchid’s month-end equity, as defined in the management agreement,

●

One-twelfth of 1.25% of Orchid’s month-end equity that is greater than $250 million and less than or equal to $500 million, and

●

One-twelfth of 1.00% of Orchid’s month-end equity that is greater than $500 million.

The Company also provides certain repurchase agreement trading, clearing and administrative services to Orchid. In consideration for such services, Orchid pays the following fees to the Company:

●

a fee for the clearing and operational services provided by personnel of the Manager equal to $10,000 per month.

In addition, Orchid is obligated to reimburse us for any direct expenses incurred on its behalf and to pay to us an amount equal to Orchid's pro rata portion of certain overhead costs set forth in the management agreement. The management agreement has been renewed through February 2026 and provides for automatic one-year extension options. Should Orchid terminate the management agreement without cause, it will be obligated to pay to us a termination fee equal to three times the average annual management fee, as defined in the management agreement, before or on the last day of the applicable renewal term.

The following table summarizes the advisory services revenue received from Orchid in each quarter and during 2025 and 2024.

(in thousands)
					Advisory Services
									Repurchase,
	Average		Average						Clearing and
	Orchid		Orchid		Management		Overhead		Administrative
Three Months Ended	MBS		Equity		Fee		Allocation		Fees		Total
June 30, 2025	$	6,865,727	$	1,012,986	$	2,982	$	582	$	247	$	3,811
March 31, 2025		5,995,702		902,590		2,747		608		227		3,582
December 31, 2024		5,348,057		817,241		2,488		677		222		3,387
September 30, 2024		4,984,279		780,010		2,448		637		216		3,301
June 30, 2024		4,203,416		699,766		2,257		732		178		3,167
March 31, 2024		3,887,545		672,057		2,161		598		170		2,929
Six Months Ended
June 30, 2025	$	6,430,715	$	957,797	$	5,729	$	1,190	$	474	$	7,393
June 30, 2024		4,045,480		685,912		4,418		1,330		348		6,096

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Table of Contents

Investment Portfolio Segment

Net Portfolio Interest Income

During the six months ended June 30, 2025, we generated $0.8 million of net portfolio interest income, consisting of $3.3 million of interest income from MBS assets offset by $2.5 million of interest expense on repurchase liabilities. For the comparable period ended June 30, 2024, we generated $0.3 million of net portfolio interest income, consisting of $2.7 million of interest income from MBS assets offset by $2.4 million of interest expense on repurchase liabilities. The $0.6 million increase in interest income was due to a $28.9 million increase in average MBS holdings, offset by a 39 basis point (“bp”) decrease in yields. There was a $0.1 million increase in interest expense for the six months ended June 30, 2025 that was due to a $27.7 million increase in average repurchase liabilities, offset by a 114 bp decrease in cost of funds.

During the three months ended June 30, 2025, we generated $0.4 million of net portfolio interest income, consisting of $1.6 million of interest income from MBS assets offset by $1.2 million of interest expense on repurchase liabilities. For the comparable period ended June 30, 2024, we generated $0.1 million of net portfolio interest income, consisting of $1.3 million of interest income from MBS assets offset by $1.2 million of interest expense on repurchase liabilities. The $0.3 million increase in interest income was due to a $26.8 million increase in average MBS holdings, offset by a 34 bp decrease in yields. There was a $0.03 million increase in interest expense for the three months ended June 30, 2025 that was due to a $24.9 million increase in average repurchase liabilities, offset by a 114 bp decrease in cost of funds.

Our economic interest expense on repurchase liabilities for the six months ended June 30, 2025 and 2024 was $2.3 million and $2.3 million, respectively, resulting in $1.0 million and $0.4 million of economic net portfolio interest income, respectively. Our economic interest expense on repurchase liabilities for the three months ended June 30, 2025 and 2024 was $1.1 million and $1.1 million, respectively, resulting in $0.5 million and $0.2 million of economic net portfolio interest income, respectively.

The tables below provide information on our portfolio average balances, interest income, yield on assets, average repurchase agreement balances, interest expense, cost of funds, net interest income and net interest rate spread for the six months ended June 30, 2025 and 2024 and each quarter in 2025 and 2024 on both a GAAP and economic basis.

($ in thousands)
	Average				Yield on			Average		Interest Expense				Average Cost of Funds
	MBS		Interest		Average			Repurchase		GAAP		Economic		GAAP			Economic
Three Months Ended	Held⁽¹⁾		Income		MBS			Agreements⁽¹⁾		Basis		Basis⁽²⁾		Basis			Basis⁽³⁾
June 30, 2025	$	114,294	$	1,582		5.54	%	$	108,626	$	1,191	$	1,079		4.39	%		3.97	%
March 31, 2025		121,657		1,742		5.73	%		116,346		1,307		1,201		4.49	%		4.13	%
December 31, 2024		120,388		1,673		5.56	%		115,102		1,402		1,401		4.87	%		4.87	%
September 30, 2024		102,422		1,485		5.80	%		97,949		1,373		1,409		5.61	%		5.75	%
June 30, 2024		87,539		1,287		5.88	%		83,737		1,157		1,113		5.53	%		5.32	%
March 31, 2024		90,697		1,394		6.15	%		85,753		1,208		1,187		5.63	%		5.54	%
Six Months Ended
June 30, 2025	$	117,976	$	3,324		5.63	%	$	112,486	$	2,498	$	2,280		4.44	%		4.05	%
June 30, 2024		89,118		2,681		6.02	%		84,745		2,365		2,300		5.58	%		5.43	%

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Table of Contents

($ in thousands)
	Net Portfolio				Net Portfolio
	Interest Income				Interest Spread
	GAAP		Economic		GAAP			Economic
Three Months Ended	Basis		Basis⁽²⁾		Basis			Basis⁽⁴⁾
June 30, 2025	$	391	$	503		1.15	%		1.57	%
March 31, 2025		435		541		1.24	%		1.60	%
December 31, 2024		271		272		0.69	%		0.69	%
September 30, 2024		112		76		0.19	%		0.05	%
June 30, 2024		130		174		0.35	%		0.56	%
March 31, 2024		186		207		0.52	%		0.61	%
Six Months Ended
June 30, 2025	$	826	$	1,044		1.19	%		1.58	%
June 30, 2024		316		381		0.44	%		0.59	%

(1)	Portfolio yields and costs of borrowings presented in the tables above, below and on page 27 are calculated based on the average balances of the underlying investment portfolio/repurchase agreement balances and are annualized for the periods presented. Average balances for quarterly periods are calculated using two data points, the beginning and ending balances.
(2)	Economic interest expense and economic net interest income presented in the tables above, below and on page 27 include the effect of derivative instrument hedges for only the period presented.
(3)	Represents interest cost of our borrowings and the effect of derivative instrument hedges attributed to the period related to hedging activities divided by average MBS.
(4)	Economic net interest spread is calculated by subtracting average economic cost of funds from yield on average MBS.

Average Asset Yield

The table below presents the average portfolio size, income and yields of our respective sub-portfolios, consisting of PT MBS and structured, for each quarter during 2025 and 2024.

($ in thousands)
	Average MBS Held						Interest Income						Realized Yield on Average MBS
	PT		Structured				PT		Structured				PT			Structured
Three Months Ended	MBS		MBS		Total		MBS		MBS		Total		MBS			MBS			Total
June 30, 2025	$	112,069	$	2,225	$	114,294	$	1,549	$	33	$	1,582		5.53	%		5.95	%		5.54	%
March 31, 2025		119,380		2,277		121,657

BIMINI CAPITAL MANAGEMENT, INC. 10-Q