8-K - Bimini Capital Management, Inc. | StockGist

AI Analysis

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Bimini Capital Management completed the acquisition of 80% of Tom Johnson Investment Management for $12.3 million, positioning the company as a pure asset management firm.

Key Takeaways

1Acquired 80% of Tom Johnson Investment Management for $12.3 million, with $12 million paid in cash at closing.

2TJIM manages approximately $1.63 billion in assets across equity and fixed income markets.

3Principal seller retained 20% equity interest with put/call options exercisable after three years.

4Richard H. Parry entered a new three-year employment agreement with TJIM as part of the transaction.

5Transaction expected to provide TJIM with access to Bimini's public company infrastructure and capital markets expertise.

Current Report Details

Event Type

Asset Acquisition

Regulation Fd

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

2.01

Completion of Acquisition or Disposition of Assets.** On April 1, 2026, Bimini Advisors Holdings, LLC (the “Buyer”), an indirect wholly owned subsidiary of Bimi

Asset Acquisition

$12.3M$12.0M$1.5M$318.5K

7.01

of this Report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as

Regulation Fd

9.01

(b) of Form 8-K with respect to the Transaction will be filed by amendment to this Report no later than 71 calendar days after the date this Report is required

Exhibits Only

Source Document

Transaction Details

Acquisition / Disposition

Target: eighty percent (80%) of the fully diluted equity interests of Tom Johnson Investment Management, LLC
Consideration: $12,318,492 (Purchase Price equals 2.5 times 80% of TJIM's revenue for fiscal year ended December 31, 2025)
Structure: $12,000,000 paid in cash at Closing (including $1,539,811.50 in escrow), remaining $318,492 payable on first anniversary of Closing plus 5% annual interest

•Transaction completed on April 1, 2026
•Richard's Trust retained 20% equity interest in TJIM
•Put right for Richard's Trust to require Buyer to purchase Retained Interest upon later of third anniversary of Closing or Richard ceasing to be TJIM employee
•Call right for Buyer to require Richard's Trust to sell Retained Interest beginning on third anniversary of Closing
•Put/call price determined using same formula as Purchase Price, subject to TJIM reporting EBITDA margin of at least 30.0% for trailing twelve-month period

Exhibits (2)

8-K

FORM 8-K

99.1

EXHIBIT 99.1