Bimini Capital Management, Inc. Amends and Extends Stockholder Rights Plan

Core Viewpoint - Bimini Capital Management, Inc. has amended its Rights Agreement to extend its expiration date and adjust the purchase price, aiming to preserve stockholder value and protect its net operating loss carryforwards [1][2][3]. Group 1: Rights Plan Amendment - The Board of Directors adopted the First Amendment to the existing Rights Agreement, extending the expiration date from December 21, 2025, to December 21, 2030, and increasing the purchase price from $4.76 to $10.20 [1]. - The Rights Plan is intended to safeguard stockholder value and the value of tax assets, specifically net operating loss carryforwards (NOLs), which amounted to approximately $253.9 million as of September 30, 2025 [2]. - The increase in the purchase price is designed to enhance potential dilution for stockholders triggering rights under the plan, thereby reducing the likelihood of an "ownership change" as defined by Section 382 of the Internal Revenue Code [3]. Group 2: Stockholder Approval and Future Actions - The First Amendment will be submitted for stockholder approval at the 2026 annual meeting, with automatic termination of the amendment set for June 30, 2026, if approval is not obtained [4]. - A detailed summary of the First Amendment will be included in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission [5]. Group 3: Company Overview - Bimini Capital Management, Inc. primarily invests in residential mortgage-related securities issued by government-sponsored entities such as Fannie Mae, Freddie Mac, and Ginnie Mae [6]. - The company also manages Orchid Island Capital, Inc., a publicly-traded real estate investment trust, and Royal Palm Capital, LLC, both with similar investment strategies [7][8].