Cauley Robert E 4

What Happened

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

Key Details

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

Context

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