BMNM

MKT CAP $34.4MP/E —DIV YIELD —FCF YIELD —REV TTM $26.3M +23.0%NET INCOME $6.4MNET DEBT $20.9M52W 1.47 – 3.67SEC XBRL · TTM TO Invalid Date

How BMNM rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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You should carefully consider the risks and uncertainties described below and all other information contained in this Report, including our annual consolidated financial statements and related notes thereto, and our other reports filed with or furnished to the SEC before making an investment decision regarding our common stock.
These disclosures reflect the Company ’ s beliefs and opinions as to factors that could materially and adversely affect the Company and its securities in the future.
References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.
Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the heading “ Risk Factors. ” ● Changes in interest rates may negatively affect the value of our investments and increase the cost of our borrowings, which could result in reduced earnings or losses. ● An increase in interest rates may also cause a decrease in the volume of newly issued, or investor demand for, Agency MBS, which could materially adversely affect our ability to acquire assets that satisfy our investment objectives and our business, financial condition and results of operations. ● Interest rate mismatches between our Agency MBS and our borrowings may reduce our net interest margin during periods of changing interest rates, which could materially adversely affect our business, financial condition and results of operations. ● Downgrades of the U.S. credit rating, automatic spending cuts, mounting budget deficits or another government shutdown could negatively impact our liquidity, financial condition and earnings. ● Changes in the levels of prepayments on the mortgages underlying our Agency MBS might decrease net interest income or result in a net loss, which could materially adversely affect our business, financial condition and results of operations. ● Failure to procure adequate repurchase agreement financing, or to renew or replace existing repurchase agreement financing as it matures, could materially adversely affect our business, financial condition and results of operations. ● We may not complete our proposed acquisition of Tom Johnson Investment Management, LLC (“TJIM”), and failure to complete the acquisition could negatively affect our business, stock price, and future operations. ● Even if we complete our proposed acquisition of TJIM, we may not realize the anticipated benefits of the acquisition, and the acquisition may disrupt our current operations or expose us to additional risks. ● Adverse market developments could cause our lenders to require us to pledge additional assets as collateral.
We finance our acquisitions of PT Agency MBS with short-term financing.
Short-term interest rates may become higher than long-term interest rates, which i s typically referred to as an inverted treasury or yield curve.
An inverted yield curve occurred during 2022 through the majority of 2024, and may occur again in the future.
Consistent with this development, funding costs associated with the Company’s borrowings increased during these periods relative to yields on the Company’s MBS securities.
As a result, the Company’s net interest income declined during these periods.
The Company employed various hedging strategies to offset the inverted yield curve.
However, such hedges may not be adequate to protect the Company’s net interest income if the yield curve inverts again in the future.
If the yield curve inverts again in the future, the financial conditions, results of operations and the Company could be materially adversely affected.
To the extent that our PT Agency MBS are carried at a premium to par, faster-than-expected prepayments could also materially adversely affect our business, financial condition and results of operations in various ways, including, if we are unable to quickly acquire new Agency MBS that generate comparable returns to replace the prepaid Agency MBS.
We may not complete our proposed acquisition of TJIM, and failure to complete the acquisition could negatively affect our business, stock price, and future operations.
On January 13, 2026, we announced that a subsidiary of Bimini Capital entered into an agreement to acquire 80% of the fully diluted equity interests of Tom Johnson Investment Management, LLC, a privately held registered investment adviser (the “TJIM Acquisition”).
The TJIM Acquisition is expected to close at the beginning of the second quarter of 2026.
However, there can be no assurance that it will be completed on the anticipated timeline, or at all.
Completion of the TJIM Acquisition is conditioned on the principal seller entering into a new three-year employment agreement with TJIM and is also subject to customary conditions, including the receipt of all necessary regulatory, contractual and other consents, including from TJIM’s existing clients.
Many of these conditions are not within our control, and we cannot predict whether or when these conditions will be satisfied.
If for any reason the TJIM Acquisition is not completed on the anticipated timeline, or at all, our business, results of operations, and stock price could be adversely affected in a number of ways, including the following: ● We will have incurred significant transaction costs, including legal, accounting, financial advisory, and other fees and expenses, in connection with the proposed acquisition, which must be paid regardless of whether the transaction is completed. ● Management attention has been, and will continue to be, diverted from day-to-day operations while the acquisition is pending.
If the acquisition is not completed, management will have devoted substantial time and resources to a transaction that will not be consummated, which could adversely affect our financial results. ● We announced the TJIM Acquisition as a strategic step to transition Bimini into a pure asset management firm with a more diverse mix of assets under management.
If the acquisition is not completed, we may not be able to realize these anticipated strategic benefits or may need to pursue alternative strategies that may be less favorable or more costly. ● Failure to complete the acquisition could result in negative publicity and negatively impact our reputation in the marketplace, which could make it more difficult for us to pursue similar strategic transactions in the future.
Additionally, the market price of our common stock may decline to the extent that the current market price of our shares reflects a market assumption that the acquisition will be completed and the anticipated benefits will be realized.
More information regarding the proposed acquisition can be found in the Company’s Current Report on Form 8-K filed with the SEC on January 14, 2026.
Even if we complete the TJIM Acquisition, we may not realize the anticipated benefits of the acquisition, and the acquisition may disrupt our current operations or expose us to additional risks.
Assuming the TJIM Acquisition is completed, we will face a number of risks that could adversely affect our business, financial condition, and results of operations.
We announced the acquisition as a strategic step to transition Bimini into a pure asset management firm with a more diverse mix of assets under management, and we anticipate that the Company (including TJIM) will realize other benefits from the transaction.
However, there can be no assurance that we will be able to successfully realize these anticipated strategic and financial benefits.
If we are unable to achieve our strategic objectives following the acquisition, we may not realize a satisfactory return on our investment, which could adversely affect our business, financial condition, and results of operations.
The success of the acquisition depends in part on retaining TJIM's existing management team and key employees, including TJIM’s principal seller.
Although completion of the acquisition is conditioned on the principal seller entering into a new three-year employment agreement with TJIM and certain other key employees entering into employment agreements with TJIM, there can be no assurance that he or other key employees will remain with TJIM following the acquisition or the expiration of any employment agreement.
The loss of key personnel could materially and adversely affect TJIM's investment performance and client relationships, and therefore our return on investment in TJIM.
Clients of TJIM may choose to terminate their advisory relationships with TJIM prior to or following the closing of the acquisition.
Loss of a significant portion of TJIM's client base or assets under management could materially and adversely affect the financial performance of TJIM and therefore our return on investment and results of operation.
The purchase price for the acquisition is based on a multiple of TJIM's revenue, with up to $12,000,000 of the purchase price payable at closing, 12.5% of which is to be held in escrow to secure the seller parties’ indemnification obligations and the Company’s right to any applicable post-closing purchase price adjustment.
The remaining portion of the purchase price, if any, will be paid over the next one to three years following closing (depending on the total purchase price).
In addition, the transaction agreements include mutual put and call rights that could result in our acquisition of the remaining 20% equity interest retained by the sellers.
These future payment obligations could strain our financial resources and limit our ability to pursue other strategic opportunities.
Integration of TJIM's operations, technology systems, personnel, and business processes may be complex, time-consuming, and expensive.
The integration process could disrupt both companies' ongoing businesses and divert management attention from day-to-day operations, which could harm our business and financial results.

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Gone since FY2024

You should carefully consider the risks described below and all other information contained in this Report, including our annual consolidated financial statements and related notes thereto, and our other reports filed with or furnished to the SEC before making an investment decision regarding our common stock.
Our forward-looking statements in this Report are subject to the following risks and uncertainties.
Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the heading “ Risk Factors. ” ● Changes in interest rates may negatively affect the value of our investments and increase the cost of our borrowings, which could result in reduced earnings or losses. ● An increase in interest rates may also cause a decrease in the volume of newly issued, or investor demand for, Agency MBS, which could materially adversely affect our ability to acquire assets that satisfy our investment objectives and our business, financial condition and results of operations. ● Interest rate mismatches between our Agency MBS and our borrowings may reduce our net interest margin during periods of changing interest rates, which could materially adversely affect our business, financial condition and results of operations. ● Downgrades of the U.S. credit rating, automatic spending cuts, mounting budget deficits or another government shutdown could negatively impact our liquidity, financial condition and earnings. ● Although structured Agency MBS are generally subject to the same risks as our pass-through Agency MBS, certain types of risks may be enhanced depending on the type of structured Agency MBS in which we invest. ● Purchases and sales of Agency MBS by the Fed may adversely affect the price and return associated with Agency MBS ● Changes in the levels of prepayments on the mortgages underlying our Agency MBS might decrease net interest income or result in a net loss, which could materially adversely affect our business, financial condition and results of operations. ● Failure to procure adequate repurchase agreement financing, or to renew or replace existing repurchase agreement financing as it matures, could materially adversely affect our business, financial condition and results of operations. ● Adverse market developments could cause our lenders to require us to pledge additional assets as collateral.
We finance our acquisitions of pass-through Agency MBS with short-term financing.
We invest in structured Agency MBS, including IOs, IIOs and POs.
Although the structured Agency MBS we invest in are generally subject to the same risks as our pass-through Agency MBS, certain types of risks may be enhanced depending on the type of structured Agency MBS in which we invest.
The structured Agency MBS in which we invest are securitizations (i) issued by the GSEs, (ii) collateralized by Agency MBS and (iii) divided into various tranches that have different characteristics (such as different maturities or different coupon payments).
These securities may carry greater risk than an investment in pass-through Agency MBS.
For example, certain types of structured Agency MBS, such as IOs, IIOs and POs, are more sensitive to prepayment risks than pass-through Agency MBS.
If we were to invest in structured Agency MBS that were more sensitive to prepayment risks relative to other types of structured Agency MBS or pass-through Agency MBS, we may increase our portfolio-wide prepayment risk.
Purchases and sales of Agency MBS by the Fed may adversely affect the supply, price and returns associated with Agency MBS.
The Fed owned approximately $2.2 trillion of Agency MBS as of December 31, 2024.
After nearly doubling its Agency MBS holdings from $1.4 trillion in March 2020 to a peak of over $2.7 trillion in April of 2022 as a result of its COVID-19 policy response, the Fed halted purchases of Agency MBS in September 2022 and began allowing up to $35 billion per month of Agency MBS to run off its balance sheet.
With prepayments slowing in response to rising and/or high mortgage rates, Agency MBS runoffs may not reduce the Fed’s balance sheet quickly enough to meet its stated policy goals, raising the possibility of the Fed selling Agency MBS outright.
These actions by the Fed to date, along with interest rate increases, have adversely impacted the prices and returns of Agency MBS.
While it is very difficult to predict the impact of a continuing Fed portfolio runoff or potential sales of Agency MBS on the supply, prices and liquidity of Agency MBS, returns on Agency MBS may be adversely affected.
Short-term interest rates have recently been higher than long-term interest rates.
This phenomenon, typically referred to as an inverted treasury or yield curve, occurred during 2022 through the majority of 2024, and may occur again in the future.
Consistent with this development, funding costs associated with the Company’s borrowings have increased relative to yields on the Company’s MBS securities.
As a result, the Company’s net interest income has declined.
The Company has employed various hedging strategies to off-set the phenomenon.
However, such hedges may not be adequate to protect the Company’s net interest income if the yield curve inverts again in the future, adversely affecting our financial conditions, results of operations and the Company may have to reduce or even eliminate is monthly distributions of dividends.
To the extent that our pass-through Agency MBS are carried at a premium to par, faster-than-expected prepayments could also materially adversely affect our business, financial condition and results of operations in various ways, including, if we are unable to quickly acquire new Agency MBS that generate comparable returns to replace the prepaid Agency MBS.
Because of the significant leverage we expect to have, we may incur substantial losses upon the threat or occurrence of a margin call, which could materially adversely affect our business, financial condition and results of operations.
There are no perfect hedging strategies, and interest rate hedging may fail to protect us from loss.
We incur indebtedness by borrowing against a substantial portion of the market value of our pass-through Agency MBS and a portion of our structured Agency MBS.
It may be uneconomical to "roll" our TBA dollar roll transactions or we may be unable to meet margin calls on our TBA contracts, which could negatively affect our financial condition and results of operations.
We may utilize TBA dollar roll transactions as a means of investing in and financing Agency MBS securities.
TBA contracts enable us to purchase or sell, for future delivery, Agency MBS with certain principal and interest terms and certain types of collateral, but the particular Agency MBS to be delivered are not identified until shortly before the TBA settlement date.
Prior to settlement of the TBA contract we may choose to move the settlement of the securities out to a later date by entering into an offsetting position (referred to as a "pair off"), net settling the paired off positions for cash, and simultaneously purchasing a similar TBA contract for a later settlement date, collectively referred to as a "dollar roll." The Agency MBS purchased for a forward settlement date under the TBA contract are typically priced at a discount to Agency MBS for settlement in the current month.
This difference (or discount) is referred to as the "price drop." The price drop is the economic equivalent of net interest income earned from carrying the underlying Agency MBS over the roll period (interest income less implied financing cost).
Consequently, TBA dollar roll transactions and such forward purchases of Agency MBS represent a form of off-balance sheet financing and increase our "at risk" leverage.
Under certain market conditions, TBA dollar roll transactions may result in negative carry income whereby the Agency MBS purchased for a forward settlement date under the TBA contract are priced at a premium to Agency MBS for settlement in the current month.
Additionally, sales of some or all of the Fed's holdings of Agency MBS or declines in purchases of Agency MBS by the Fed could adversely impact the dollar roll market.
Under such conditions, it may be uneconomical to roll our TBA positions prior to the settlement date and we could have to take physical delivery of the underlying securities and settle our obligations for cash.
We may not have sufficient funds or alternative financing sources available to settle such obligations.
In addition, pursuant to the margin provisions established by the Mortgage-Backed Securities Division ("MBSD") of the Fixed Income Clearing Corporation, we are subject to margin calls on our TBA contracts.
Further, our clearing and custody agreements may require us to post additional margin above the levels established by the MBSD.
Negative carry income on TBA dollar roll transactions or failure to procure adequate financing to settle our obligations or meet margin calls under our TBA contracts could result in defaults or force us to sell assets under adverse market conditions and adversely affect our financial condition and results of operations.
Concerns over rising or high interest rates, inflation, economic recession, geopolitical issues including events such as global pandemics, the conflicts in Ukraine and the Middle East, policy priorities of a new U.S. presidential administration, trade wars, unemployment, the availability and cost of financing, the mortgage market and a declining real estate market or prolonged government shutdown may contribute to increased volatility and diminished expectations for the economy and markets.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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