VERO BEACH, Florida–(BUSINESS WIRE)–Orchid Island Capital, Inc. (NYSE: ORC) (“Orchid” or the “Company”), a real estate investment trust (“REIT”), today announced that it has completed the combination of previously announced shares of the outstanding common shares of the Company, with a par value of $0.01 per share (the “Common Shares”), at a ratio of one to five (the “Share Consolidation”), effective at 5:00 p.m. Eastern Time today (the Common Shares will begin trading on a Reverse Allocation Adjusted basis on the NYSE at the open of trading on August 31, 2022. The Common Shares will continue to trade on the NYSE under the symbol “ORC” with a new CUSIP number (68571X301).
The reverse stock split also effected a proportionate reduction of the Company’s authorized shares of its preferred stock, with a par value of $0.01 per share (the “Preferred Stock”), from 100,000,000 shares to 20,000,000 shares and a proportionate reduction of the authorized shares of the Company on the common shares. from 500,000,000 shares to 100,000,000 shares and reduces the number of common shares outstanding from approximately 176,251,193 shares to approximately 35,250,238 shares. The Company has no preferred shares outstanding. At the Effective Time, the total number of shares authorized for repurchase under the Company’s share buyback program, the total number of shares issuable under the the Company’s stock incentive plans and the number of shares issuable under stock and stock-based awards granted under the Company’s stock incentive plans have been adjusted on a pro rata basis to reflect the reverse stock split.
No fractional shares were issued in connection with the reverse stock split. Shareholders who would hold a fractional share following the Reverse Stock Split will receive a cash payment in lieu of such fractional shares. The reverse stock split affected all common stock holders evenly and did not affect any record holder’s percentage ownership in the company, except for de minimis changes resulting from the elimination of fractional shares. Common stockholders who hold “street names” in their brokerage accounts do not need to take any action as a result of the stock consolidation. Their accounts will be automatically adjusted based on the number of shares held. Registered shareholders will receive information from Continental Stock Transfer & Trust Company, the Company’s transfer agent, regarding their shareholding following the Reverse Stock Split and cash in lieu of fractional share payments, the if applicable, shortly after the Effective Date.
About Orchid Island Capital, Inc.
Orchid Island Capital, Inc. is a specialty finance company that invests leveraged in Agency RMBS. Our investment strategy focuses on, and our portfolio consists of, two categories of agency RMBS: (i) traditional pass-through agency RMBS, such as mortgage pass-through certificates and CMOs issued by GSEs, and (ii) structured agency RMBS. , such as IOs, IIOs, and major single securities, among other types of structured agency RMBS. Orchid is managed by Bimini Advisors, LLC, an investment adviser registered with the Securities and Exchange Commission.
Forward-looking statements
The following statements relating to matters that are not historical facts, including, but not limited to, statements regarding the reverse stock split, are forward-looking statements as defined in the Private Securities Litigation Reform Act. Act of 1995. Readers are cautioned that these forward-looking statements are based on information available at the time and on the good faith belief of management regarding future events, and are subject to risks and uncertainties. which could cause actual performance or results to differ materially from those expressed in such forward-looking statements. Important factors that could cause such differences are described in Orchid Island Capital, Inc.’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2021. .Orchid Island Capital, Inc. .. undertakes no obligation to update any forward-looking statements to reflect subsequent results, changes in assumptions or changes in other factors affecting the forward-looking statements.
