Form 8-K

8-K — Angel Oak Mortgage REIT, Inc.

Accession: 0001766478-26-000038

Filed: 2026-05-20

Period: 2026-05-20

CIK: 0001766478

SIC: 6500 (REAL ESTATE)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — aomr-20260519.htm (Primary)

EX-10.1 (exhibit101-stockrepurchase.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: aomr-20260519.htm · Sequence: 1

aomr-20260519

0001766478false00017664782025-10-102025-10-1000017664782026-04-222026-04-220001766478us-gaap:CommonStockMember2025-10-102025-10-100001766478aomr:A9.500SeniorNotesDue2029Member2025-10-102025-10-100001766478aomr:A9.750SeniorNotesDue2030Member2025-10-102025-10-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 19, 2026

Angel Oak Mortgage REIT, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-40495

37-1892154

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

980 Hammond Drive, Suite 200, Atlanta, Georgia 30328

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (404) 953-4900

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common stock, $0.01 par value per share AOMR New York Stock Exchange

9.500% Senior Notes due 2029 AOMN New York Stock Exchange

9.750% Senior Notes due 2030 AOMD New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On May 19, 2026, Angel Oak Mortgage REIT, Inc. (the “Company”) and Falcons I, LLC, a Delaware limited liability company and the Company’s external manager (the “Manager”), entered into a stock repurchase agreement (the “Stock Repurchase Agreement”) with Xylem Finance LLC, a Delaware limited liability company (“Xylem”) and an affiliate of Davidson Kempner Capital Management LP, relating to the Company’s repurchase of shares of the Company’s common stock, par value $0.01 per share (the “common stock”), owned by Xylem (the “Share Repurchase”) having an aggregate purchase price of $15.0 million.

Specifically, pursuant to the Stock Repurchase Agreement, the Company has agreed to repurchase from Xylem shares of common stock having an aggregate purchase price of $15.0 million at a purchase price per share equal to (1) the volume-weighted average price of shares of the common stock for the ten trading days up to and including the trading day immediately preceding the closing date of the Share Repurchase (which is scheduled for May 20, 2026 (the “Closing Date”)) less (2) a discount of 3.00% of the share price determined pursuant to clause (1) above.

The Share Repurchase is conditioned only upon Mr. Vikram Shankar, a member of the Company’s Board of Directors, having delivered to the Company a letter of resignation from the Company’s Board of Directors, with such resignation being effective as of the Closing Date and being subject to the closing of the Share Repurchase.

Pursuant to the Stock Repurchase Agreement, the Company, the Manager and Xylem have agreed to terminate that certain Shareholder Rights Agreement, dated as of June 21, 2021, among the Company, the Manager and Xylem (the “Shareholder Rights Agreement”), effective upon Mr. Vikram Shankar’s resignation from the Company’s Board of Directors, and subject to the closing of the Share Repurchase. Accordingly, with effect from the closing of the Share Repurchase, Xylem will no longer have the right to designate a nominee for election to the Company’s Board of Directors.

Furthermore, pursuant to the Stock Repurchase Agreement, Xylem has agreed to permanently waive its demand and shelf registration rights under the Registration Rights Agreement, dated as of June 21, 2021 (the “Registration Rights Agreement”), by and among the Company, the Manager, Xylem and the other parties named therein, effective upon, and subject to, the closing of the Share Repurchase. Accordingly, with effect from the closing of the Share Repurchase, Xylem will only have the ability to exercise piggyback registration rights under the Registration Rights Agreement.

The closing of the Share Repurchase is expected to occur on the Closing Date. The Stock Repurchase Agreement contains customary representations, warranties and covenants of the parties.

The foregoing description of the Stock Repurchase Agreement does not purport to be complete and is subject to and is qualified in its entirety by reference to the Stock Repurchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and the terms of which are incorporated herein by reference. For more information on Xylem’s relationship to the Company, see the section titled “Corporate Governance Matters—Information Regarding the Board of Directors,” “Corporate Governance Matters— Shareholder Rights Agreements,” “Certain Relationships and Related Party Transactions—Shareholder Rights Agreements,” “Certain Relationships and Related Party Transactions—Stock Repurchase Agreement” and “Beneficial Ownership of Common Stock by Certain Beneficial Owners and Management” in the Company’s Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2026, which disclosure is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

The disclosure required by this Item 1.02 with respect to the Shareholder Rights Agreement is included in Item 1.01 and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 20, 2026, in connection with the execution of the Stock Repurchase Agreement, Mr. Vikram Shankar resigned as a member of the Company’s Board of Directors, with such resignation being effective as of the Closing Date and being subject to the closing of the Share Repurchase. Mr. Shankar’s resignation is not the result of any disagreement with the Company or the Company’s Board of Directors on any matter relating to the operations, policies or practices of the Company. As a result of Mr. Shankar’s resignation, the size of the Board was reduced by one director, from eight to seven directors, five of whom are independent directors.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

Exhibit 10.1

Stock Repurchase Agreement, dated May 19, 2026, between Angel Oak Mortgage REIT, Inc., Falcons I, LLC and Xylem Finance LLC.

Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 20, 2026

ANGEL OAK MORTGAGE REIT, INC.

By: /s/ Brandon Filson

Name: Brandon Filson

Title: Chief Financial Officer and Treasurer

EX-10.1

Filename: exhibit101-stockrepurchase.htm · Sequence: 2

Document

Execution Version

STOCK REPURCHASE AGREEMENT

THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is entered into as of May 19, 2026 by and among Angel Oak Mortgage REIT, Inc., a Maryland corporation (the “Company”), Falcons I, LLC, a Delaware limited liability company and the Company’s external manager (the “Manager”), and Xylem Finance LLC, a Delaware limited liability company (the “Selling Stockholder”).

Recitals

WHEREAS, the Selling Stockholder owns an aggregate of 3,652,673 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”);

WHEREAS, the Selling Stockholder desires to sell to the Company, and the Company desires to repurchase from the Selling Stockholder, an aggregate number of shares of Common Stock determined pursuant to Section 1(a) of this Agreement (the “Shares”) at a price per Share determined pursuant to Section 1(b) of this Agreement (the “Share Price”), upon the terms and subject to the conditions set forth in this Agreement (the “Repurchase”);

WHEREAS, concurrently with the execution and delivery of this Agreement, each of the Selling Stockholder and the Company is executing and delivering a letter agreement containing certain representations, warranties and agreements of the Selling Stockholder in connection herewith (the “Big Boy Representation Letter Agreement”);

WHEREAS, the Company, the Manager, and the Selling Stockholder are parties to that certain Shareholder Rights Agreement, dated as of June 21, 2021 (the “Shareholder Rights Agreement”), pursuant to which the Selling Stockholder is, subject to certain conditions, currently entitled to nominate a member to the Company’s Board of Directors;

WHEREAS, subject to the Closing (as defined below) of the Repurchase, the Company, the Manager and the Selling Stockholder wish to terminate the Shareholder Rights Agreement;

WHEREAS, the Company, the Manager, the Selling Stockholder and the other parties named therein are parties to that certain Registration Rights Agreement, dated as of June 21, 2021 (the “Registration Rights Agreement”), pursuant to which the Selling Stockholder was granted, among other rights, the right to make a Demand Registration Request (as defined in the Registration Rights Agreement) pursuant to Section 3.1 of the Registration Rights Agreement; the right to make a Shelf Registration Request (as defined in the Registration Rights Agreement) pursuant to Section 3.2 of the Registration Rights Agreement; and the right to require the Company to keep the Shelf Registration Statement (as defined in the Registration Rights Agreement) continuously effective pursuant and subject to Section 3.2.3 of the Registration Rights Agreement (such rights pursuant to Sections 3.1 (inclusive of all subsections) and 3.2 (inclusive of all subsections) of the Registration Rights Agreement, collectively, the “Applicable Registration Rights”); and

WHEREAS, subject to the Closing and the terms and conditions hereof, the Selling Stockholder wishes to permanently waive the Applicable Registration Rights pursuant to the Registration Rights Agreement.

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agree as follows:

4860-9850-6957v.12

Agreement

1.Repurchase.

(a)Purchase and Sale. At the Closing, the Company hereby agrees to repurchase from the Selling Stockholder, and the Selling Stockholder hereby agrees to sell and deliver, or cause to be delivered, to the Company, the number of Shares (rounded down to the nearest whole share) determined by dividing $15,000,000 by the Share Price.

(b)Share Price. The Share Price shall be (i) the volume-weighted average price of the Common Stock as displayed on Bloomberg page “AOMR US EQUITY VWAP” (or, if such page is not available, its equivalent successor page) for the ten trading days up to and including the trading day immediately preceding the Closing Date (as defined below) (the “10-day VWAP”) less (ii) a discount of 3.00% of the 10-day VWAP determined pursuant to clause (i) in this Section 1(b).

(c)Closing. Subject to the terms and conditions of this Agreement and the delivery of the deliverables contemplated by Section 1(d) and Section 1(f) of this Agreement, the closing of the sale of the Shares contemplated hereby (the “Closing”) will take place on May 20, 2026 at approximately 10:00 a.m., Eastern time (the “Closing Date”), via the electronic exchange of deliverables, or such other time, date or place as shall be agreed upon in writing by the parties.

(d)Closing Deliveries and Actions. At the Closing, the Selling Stockholder shall deliver, or cause to be delivered, the Shares to the Company by electronically transferring such Shares to the account(s) designated by the Company and executing such other documents and performing such further actions as the Company or its transfer agent may reasonably require to carry out and give effect to the Repurchase, and the Company shall deliver to the Selling Stockholder by wire transfer, in accordance with written instructions to be provided by the Selling Stockholder no later than two business days prior to the Closing, immediately available funds in an amount (rounded to the nearest whole cent) determined by multiplying (a) the number of Shares determined pursuant to Section 1(a) of this Agreement by (b) the Share Price determined pursuant to Section 1(b) of this Agreement (such amount, the “Repurchase Price”); and the Selling Stockholder shall deliver, or cause to be delivered, as soon as possible after execution of this Agreement but in any event no later than two business days prior to the Closing, a properly completed duly executed IRS Form W-9 of the Selling Stockholder upon which the Company may rely on to avoid any withholding tax attributable to payments to the Selling Stockholder made under this Agreement.

(e)Other Payments. The Selling Stockholder agrees to pay all stamp, stock transfer and similar duties and taxes, if any, in connection with the Repurchase.

(f)Condition to Settlement. The obligation of the Company to purchase and pay the Repurchase Price for the Shares at the Closing are conditioned only upon Mr. Vikram Shankar, a member of the Company’s Board of Directors, having delivered to the Company a letter of resignation from the Company’s Board of Directors, with such resignation being effective as of the Closing Date and being subject to the Closing (the “Resignation Letter”).

(g)Other Agreements.

(i)Each of the Company, the Manager and the Selling Stockholder agrees that the Shareholder Rights Agreement shall be terminated effective upon Mr. Vikram Shankar’s resignation from the Company’s Board of Directors, and subject to the Closing.

(ii)The Selling Stockholder agrees to permanently waive its Applicable Registration Rights effective upon, and subject to, the Closing.

(iii)The Selling Stockholder agrees to use its commercially reasonable efforts to cause Mr. Vikram Shankar to deliver the Resignation Letter to the Company in accordance with Section 1(f) of this Agreement.

2.Representations of the Company. The Company represents and warrants to the Selling Stockholder that, as of the date hereof and at the Closing:

(a)The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland.

(b)The Company has the full power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement.

(c)This Agreement has been duly and validly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that

(i) such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceedings therefor may be brought.

(d)The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not conflict with, result in the breach of any of the terms or conditions of, constitute a default under or violate, accelerate or permit the acceleration of any other similar right of any other party under the Articles of Amendment and Restatement of the Company, as amended, or the Fourth Amended and Restated Bylaws of the Company, any law, rule or regulation or any agreement, lease, mortgage, note, bond, indenture, license or other document or undertaking to which the Company is a party or by which the Company or its properties may be bound, nor will such execution, delivery and consummation violate any order, writ, injunction or decree of any federal, state, local or foreign court, administrative agency or governmental or regulatory authority or body (each, an “Authority”) to which the Company or any of its properties is subject, the effect of any of which, either individually or in the aggregate, would have, or reasonably be expected to have, a material adverse effect on the consolidated financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, or materially impact the Company’s ability to consummate the transactions contemplated by this Agreement (a “Material Adverse Effect”); and no consent, approval, authorization, order, registration or qualification of or with any such Authority is required for the consummation by the Company of the transactions contemplated by this Agreement, except such consents, approvals, authorizations and orders as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(e)The Company acknowledges that it has not relied upon any express or implied representations or warranties of any nature made by or on behalf of the Selling Stockholder, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of the Company in this Agreement or in the Big Boy Representation Letter Agreement.

3.Representations of the Manager. The Manager represents and warrants to the Selling Stockholder that, as of the date hereof and at the Closing:

(a)The Manager is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.

(b)The Manager has the full power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement.

(c)This Agreement has been duly and validly authorized, executed and delivered by the Manager, and constitutes a legal, valid and binding agreement of the Manager, enforceable against the Manager in accordance with its terms, except to the extent that

4.Representations of the Selling Stockholder. The Selling Stockholder represents and warrants to the Company and the Manager that, as of the date hereof and at the Closing:

(a)The Selling Stockholder is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.

(b)The Selling Stockholder has the full power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement.

(c)This Agreement has been duly and validly authorized, executed and delivered by the Selling Stockholder, and constitutes a legal, valid and binding agreement of the Selling Stockholder, enforceable against the Selling Stockholder in accordance with its terms, except to the extent that (i) such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceedings therefor may be brought.

(d)The sale of the Shares to be sold by the Selling Stockholder hereunder and the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not conflict with, result in the breach of any of the terms or conditions of, constitute a default under or violate, accelerate or permit the acceleration of any other similar right of any other party under the governing organizational documents of the Selling Stockholder, any law, rule or regulation, or any agreement, lease, mortgage, note,

bond, indenture, license or other document or undertaking, to which the Selling Stockholder is a party or by which the Selling Stockholder or its properties may be bound, nor will such execution, delivery and consummation violate any order, writ, injunction or decree of any Authority to which the Selling Stockholder or any of its properties is subject, the effect of any of which, either individually or in the aggregate, would affect the validity of the Shares to be sold by the Selling Stockholder or reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement; and no consent, approval, authorization, order, registration or qualification of or with any such Authority is required for the performance by the Selling Stockholder of its obligations under this Agreement and the consummation by the Selling Stockholder of the transactions contemplated by this Agreement in connection with the Shares to be sold by the Selling Stockholder hereunder, except such consents, approvals, authorizations and orders as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Selling Stockholder’s ability to consummate the transactions contemplated by this Agreement.

(e)The Selling Stockholder has, and immediately prior to the delivery of the Shares to the Company at the Closing, the Selling Stockholder will have, valid and unencumbered title to the Shares to be sold by the Selling Stockholder hereunder at such time of delivery. At the Closing, valid title to the Shares shall vest with the Company, free and clear of any and all liens, claims, charges, pledges, encumbrances and security interests.

5.Publicity. Each of the Selling Stockholder, the Company and the Manager agrees that it shall not, and that it shall cause its affiliates and representatives not to, (a) publish, release or file any initial press release or other public statement or announcement relating to the transactions contemplated by this Agreement (an “Initial Press Release”) before providing a copy of such release, statement or announcement to the other parties, and (b) after the date hereof, publish, release or file any subsequent press release or other public statement or announcement relating to the transactions contemplated by this Agreement that is materially inconsistent with any such Initial Press Release.

6.Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given when delivered personally, mailed by certified or registered mail (return receipt requested and postage prepaid), sent via a nationally recognized overnight courier, or sent via email (receipt of which is confirmed) to the recipient. Such notices, demands and other communications shall be sent as follows:

To the Selling Stockholder:

Xylem Finance LLC

c/o Davidson Kempner Capital Management LP

9 West 57th Street, 29th Floor New York, NY 10019

Attention: Brandon Janes; Andrew Tan; Vikram Shankar

E-mail: bjanes@dkp.com; atan@dkp.com; vshankar@dkp.com With a copy to (which shall not constitute notice):

Latham & Watkins LLP

650 Town Center Drive, 20th Floor Costa Mesa, California 92626

Attention: Darren Guttenberg and Drew Capurro

Email: darren.guttenberg@lw.com; drew.capurro@lw.com

To the Company:

Angel Oak Mortgage REIT, Inc. 980 Hammond Drive, Suite 200

Atlanta, Georgia 30328 Attention: Brandon Filson

Email: brandon.filson@angeloakcapital.com

With a copy to (which shall not constitute notice):

Sidley Austin LLP

787 Seventh Avenue

New York, New York 10019

Attention: J. Gerard Cummins and Adam Gross

Email: jcummins@sidley.com; adam.gross@sidley.com

To the Manager:

Falcons I, LLC

980 Hammond Drive, Suite 200

Atlanta, Georgia 30328 Attention: Brandon Filson

Email: brandon.filson@angeloakcapital.com

With a copy to (which shall not constitute notice):

Sidley Austin LLP

787 Seventh Avenue

New York, New York 10019

Attention: J. Gerard Cummins and Adam Gross

Email: jcummins@sidley.com; adam.gross@sidley.com

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party.

7.Withholding. The Company shall be entitled to deduct and withhold from any amount otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under any applicable provision of federal, state, local or foreign tax law. Any amounts so deducted or withheld shall be paid over to the appropriate governmental authority. Before making any such deduction or withholding (other than with respect to compensatory payments), to the extent reasonably feasible and subject to any applicable requirements of law, including laws relating to the timing, withholding and payment of taxes, the Company shall use commercially reasonable efforts to provide to the Selling Stockholder prior notice of any applicable payor’s intention to make such deduction or withholding in order for the Selling Stockholder to obtain reduction of or relief from such deduction or withholding from the applicable governmental authority and/or execute and deliver to or file with such governmental authority and/or the Company such affidavits, certificates and other documents as may reasonably be expected to afford to the Selling Stockholder reduction of or relief from such deduction or withholding; provided that such efforts to obtain such relief or reduction does not subject the Company or its paying agent to any potential liability to such governmental authority for any such claimed withholding and payment. If any amount is so

withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Selling Stockholder with respect to which such deduction or withholding was imposed.

8.Miscellaneous.

(a)Survival of Representations and Warranties. All representations and warranties contained herein or made in writing by any party in connection herewith shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby until the expiration of the applicable statute of limitations.

(b)Termination. This Agreement shall be automatically terminated if the Closing has not occurred by the Closing Date. This Agreement may be terminated at any time by the mutual written consent of each of the parties hereto.

(c)Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

(d)Complete Agreement. The Big Boy Representation Letter Agreement is hereby incorporated herein and made a part hereof as if set forth in full herein. This Agreement, together with the Big Boy Representation Letter Agreement, supersedes all prior agreements and understandings (whether written or oral) between the Company, the Manager and the Selling Stockholder with respect to the subject matter hereof.

(e)Counterparts. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. This Agreement, and any and all agreements and instruments executed and delivered in accordance herewith, to the extent signed and delivered by means of facsimile or other electronic format or signature (including email, “pdf,” “tif,” “jpg,” DocuSign and Adobe Sign), shall be treated in all manner and respects and for all purposes as an original signature and an original agreement or instrument and shall be considered to have the same legal effect, validity and enforceability as if it were the original signed version thereof delivered in person.

(f)Successors and Assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by any party without the prior written consent of the other parties. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by the Selling Stockholder, the Company and the Manager and their respective successors and assigns.

(g)No Third Party Beneficiaries or Other Rights. This Agreement is for the sole benefit of the parties and their successors and permitted assigns and nothing herein express or implied shall give or shall be construed to confer any legal or equitable rights or remedies to any person other than the parties to this Agreement and such successors and permitted assigns.

(h)Governing Law. THIS AGREEMENT AND ANY MATTERS RELATED TO THIS TRANSACTION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAWS OF THE STATE OF

NEW YORK. The Company, the Manager and the Selling Stockholder each agrees that any suit or proceeding arising in respect of this Agreement will be tried exclusively in the

U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in The City and County of New York, and the Company, the Manager and the Selling Stockholder each agrees to submit to the jurisdiction of, and to venue in, such courts.

(i)Waiver of Jury Trial. The Company, the Manager and the Selling Stockholder each hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

(j)Mutuality of Drafting. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of the Agreement.

(k)Remedies. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance or other injunctive relief in order to enforce, or prevent any violations of, the provisions of this Agreement.

(l)Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company, the Manager and the Selling Stockholder.

(m)Expenses. Each of the Company, the Manager and the Selling Stockholder shall bear its own expenses in connection with the drafting, negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

[Signatures appear on following pages.]

IN WITNESS WHEREOF, the parties hereto have executed this Stock Repurchase Agreement as of the date first written above.

COMPANY:

ANGEL OAK MORTGAGE REIT, INC.

By: /s/ Brandon Filson Name: Brandon Filson

Title: Chief Financial Officer and Treasurer

MANAGER:

FALCONS I, LLC

By: /s/ Brandon Filson Name: Brandon Filson

Title: Chief Financial Officer

SELLING STOCKHOLDER:

XYLEM FINANCE LLC

By: Midtown Acquisitons GP LLC, its manager

By: /s/ Patrick W. Dennis Name: Patrick W. Dennis

Title: Co-Deputy Executive Managing Member

[Signature Page to Stock Repurchase Agreement]

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

Apr. 22, 2026

Oct. 10, 2025

Document Information [Line Items]

Entity Central Index Key

0001766478

Amendment Flag

false

Document Type

8-K

Document Period End Date

May 19, 2026

Entity Registrant Name

Angel Oak Mortgage REIT, Inc.

Entity Incorporation, State or Country Code

Entity File Number

001-40495

Entity Tax Identification Number

37-1892154

Entity Address, Address Line One

980 Hammond Drive

Entity Address, Address Line Two

Suite 200

Entity Address, City or Town

Atlanta

Entity Address, State or Province

Entity Address, Postal Zip Code

30328

City Area Code

404

Local Phone Number

953-4900

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

Common Stock

Document Information [Line Items]

Title of 12(b) Security

Common stock, $0.01 par value per share

Trading Symbol

AOMR

Security Exchange Name

NYSE

9.500% Senior Notes Due 2029

Document Information [Line Items]

Title of 12(b) Security

9.500% Senior Notes due 2029

Trading Symbol

AOMN

Security Exchange Name

NYSE

9.750% Senior Notes due 2030

Document Information [Line Items]

Title of 12(b) Security

9.750% Senior Notes due 2030

Trading Symbol

AOMD

Security Exchange Name

NYSE

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

No definition available.

+ Details

Name:

dei_DocumentInformationLineItems

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=aomr_A9.500SeniorNotesDue2029Member

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=aomr_A9.750SeniorNotesDue2030Member

Namespace Prefix:

Data Type:

Balance Type:

Period Type: