BIMINI CAPITAL MANAGEMENT, INC.

ITEM 1A. RISK FACTORS.

There have been no material changes to th risk factors set forth below are intended to address new risks arising from the Company's acquisition of TJIM and do not purport to be a comprehensive update of all risks facing the Company. This section is a supplement to, and should be read in conjunction with, the risk factors disclosed in ourthe Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the  (the "Annual Report"). The risk factors included in the Annual Report have not been updated to reflect developments occurring subsequent to the filing of the Annual Report, and investors should carefully consider the risk factors in the Annual Report in addition to the risk factors set forth below. The inclusion of risk factors in this Form 10-Q should not be taken as an indication that the Company intends to update or supplement the risk factors disclosed in the Annual Report in future Quarterly Reports on Form 10-Q.

Our revenues are highly dependent on the level and performance of assets under management.

A substantial portion of our revenues is derived from management fees calculated as a percentage of assets under management (AUM). Market declines, increased volatility, changes in interest rates, geopolitical events, inflationary pressures, economic downturns, or poor investment performance may reduce the value of client assets and decrease our revenues. In addition, client withdrawals, redemptions, or reallocations could materially reduce AUM and adversely affect our financial condition and results of operations.

We are subject to extensive regulation as an SEC on March 13, 202-registered investment adviser.

Our investment advisory operations are subject to extensive federal and state regulation, including regulation by the SEC under the Investment Advisers Act of 1940. Compliance with these laws and regulations imposes significant operational, compliance, legal, and administrative costs. Failure to comply with applicable laws, rules, or fiduciary obligations could result in:

Regulatory requirements may continue to increase, including in areas involving cybersecurity, private fund reporting, marketing practices, custody rules, ESG-related disclosures, valuation, anti-money laundering obligations, and the use of emerging technologies.

We owe fiduciary duties to our advisory clients, and conflicts of interest may arise in the ordinary course of business.

As an investment adviser, we are subject to fiduciary obligations that require us to act in the best interests of our clients. Actual, potential, or perceived conflicts of interest may arise among client accounts, proprietary funds, employees, affiliates, and other business activities. Although we maintain policies and procedures designed to identify and mitigate conflicts, there can be no assurance that such measures will be effective in all circumstances. Any failure to appropriately address conflicts could result in litigation, regulatory scrutiny, client dissatisfaction, or reputational harm.

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Poor investment performance could cause clients to withdraw assets and harm our reputation.

Our ability to retain existing clients and attract new clients depends in part on investment performance and our reputation. Underperformance by our investment strategies relative to benchmarks or competitors may result in reduced inflows, increased redemptions, termination of advisory relationships, and reduced revenues.

Our business depends substantially on key investment professionals and client relationships.

Our success depends significantly on the continued service of our senior management team, portfolio managers, investment professionals, and relationship managers. Competition for qualified professionals in the asset management industry is intense. The loss of key personnel, failure to recruit qualified professionals, or disruptions in client relationships could adversely affect our business, financial condition, and results of operations.

The integration of the acquired investment advisory business may be more difficult, costly, or time-consuming than expected.

The integration of the acquired investment adviser involves operational, technological, compliance, personnel, and cultural challenges. We may incur greater-than-expected integration costs, fail to realize anticipated synergies, experience disruptions in operations, or lose clients or employees during the integration process.

We may be subject to litigation and regulatory examinations.

Investment advisers are routinely subject to regulatory examinations and may become involved in litigation, arbitration, or other proceedings relating to investment performance, fiduciary obligations, disclosure practices, valuation matters, trading activities, or other aspects of operations. Such matters may result in substantial costs, liabilities, reputational harm, and diversion of management attention.