STOCK TITAN
  1. Home
  2. Sec-filings
  3. AOMD
  4. [8-K] Angel Oak Mortgage REIT, Inc. Reports Material Event

Angel Oak Mortgage REIT (AOMD) pairs $15M buyback with board and rights changes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Angel Oak Mortgage REIT, Inc. entered into a Stock Repurchase Agreement with its external manager, Falcons I, LLC, and Xylem Finance LLC for a share repurchase with an aggregate purchase price of $15.0 million. The price per share will be the 10-day volume-weighted average share price up to the day before closing, reduced by a 3.00% discount.

The repurchase is conditioned on director Vikram Shankar delivering a resignation effective on the closing date, in connection with which the Shareholder Rights Agreement with Xylem will terminate and Xylem will lose its board nomination right. Xylem will also permanently waive its demand and shelf registration rights, retaining only piggyback registration rights. Following Mr. Shankar’s resignation, the Board size will be reduced from eight to seven directors, including five independent directors.

Positive

  • None.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Stock repurchase size $15.0 million Aggregate purchase price for common stock from Xylem
Repurchase discount 3.00% Discount to 10-day VWAP for repurchased shares
Senior Notes coupon 2029 9.500% Coupon on Senior Notes due 2029 listed as AOMN
Senior Notes coupon 2030 9.750% Coupon on Senior Notes due 2030 listed as AOMD
Board size after resignation 7 directors Board reduced from eight to seven after Shankar resigns
Independent directors 5 directors Number of independent directors on reduced seven-member Board
Closing date reference May 20, 2026 Scheduled closing date of the share repurchase
Stock Repurchase Agreement financial
"entered into a stock repurchase agreement (the “Stock Repurchase Agreement”) with Xylem"
Shareholder Rights Agreement financial
"have agreed to terminate that certain Shareholder Rights Agreement, dated as of June 21, 2021"
A shareholder rights agreement is a legal contract that spells out the powers and protections of shareholders, such as how shares can be bought, sold, or diluted and what happens during takeovers or corporate disputes. It matters to investors because it shapes how much control they have, how their ownership can change, and what safeguards exist against abrupt changes—like a homeowner’s rules that prevent a single neighbor from altering the whole block.
Registration Rights Agreement financial
"waive its demand and shelf registration rights under the Registration Rights Agreement, dated as of June 21, 2021"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
piggyback registration rights financial
"with effect from the closing of the Share Repurchase, Xylem will only have the ability to exercise piggyback registration rights"
A contractual right that lets existing shareholders join a company’s planned public sale of stock so they can sell their own shares at the same time under the same paperwork. It matters to investors because it gives insiders and early holders an easier, often faster way to convert shares to cash, while also potentially increasing the number of shares offered and affecting the share price — like catching a scheduled bus instead of hiring a private ride to get where you need to go.
volume-weighted average price financial
"price per share equal to (1) the volume-weighted average price of shares of the common stock"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →
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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.01 par value per shareAOMRNew York Stock Exchange
9.500% Senior Notes due 2029AOMNNew York Stock Exchange
9.750% Senior Notes due 2030AOMDNew 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 104Cover 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


Source: View Original Filing on SEC EDGAR

FAQ

What did Angel Oak Mortgage REIT (AOMD) agree with Xylem Finance LLC?

Angel Oak Mortgage REIT agreed to repurchase common shares from Xylem Finance LLC for an aggregate purchase price of $15.0 million. The per-share price equals the 10-day volume-weighted average price before closing, minus a 3.00% discount, under a Stock Repurchase Agreement.

How is the Angel Oak (AOMD) share repurchase price determined?

The repurchase price per share will equal the 10-day volume-weighted average price of Angel Oak common stock through the trading day before closing, reduced by a 3.00% discount. This formula ties the transaction value to recent market trading levels.

What board changes occur at Angel Oak Mortgage REIT (AOMD)?

Director Vikram Shankar will resign from the Board effective on the share repurchase closing date. His resignation is not due to any disagreement, and the Board size will decrease from eight to seven directors, of whom five are independent directors.

What happens to Xylem’s governance and registration rights with AOMD?

Upon closing, the Shareholder Rights Agreement with Xylem will terminate, ending Xylem’s right to designate a board nominee. Xylem will also permanently waive its demand and shelf registration rights, retaining only piggyback registration rights under the existing Registration Rights Agreement.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

Other Documents