Angel Oak Mortgage REIT (AOMD) in $15M share repurchase with Xylem and governance shift

Rhea-AI Filing Summary

Angel Oak Mortgage REIT, Inc. entered into a stock repurchase agreement with Xylem Finance LLC for an aggregate purchase price of $15.0 million. On May 20, 2026, the company repurchased 1,794,353 common shares from Xylem at $8.3596 per share, reducing Xylem’s beneficial ownership to 1,858,320 shares, or 8.04% of the outstanding stock.

As part of the transaction, director Vikram Shankar resigned from the board effective at closing. Xylem’s shareholder rights agreement was terminated, ending its right to designate a board nominee. Xylem also permanently waived its demand and shelf registration rights and now retains only piggyback registration rights.

Insights

Governance and capital structure analyst

$15M buyback cuts Xylem’s stake and board influence.

The company repurchased 1,794,353 shares from Xylem Finance LLC for an aggregate $15.0 million at $8.3596 per share. This reduces Xylem’s beneficial stake to 1,858,320 shares, or 8.04% of 23,120,294 shares outstanding after the buyback.

Closing was tied to director Vikram Shankar resigning from the board, removal of Xylem’s board nomination right, and termination of the shareholder rights agreement. Xylem also waived demand and shelf registration rights, retaining only piggyback registration rights, which meaningfully lowers its formal governance and liquidity privileges.

The transaction is framed through a stock repurchase agreement dated May 19, 2026 with customary terms. Subsequent disclosures in company reports may clarify how this concentrated repurchase and governance reset affect longer-term ownership dynamics.

Key Figures

Repurchase size: $15.0 million Shares repurchased: 1,794,353 shares Repurchase price: $8.3596 per share +5 more

8 metrics

Repurchase size $15.0 million Aggregate purchase price for 2026 share repurchase

Shares repurchased 1,794,353 shares Common shares bought from Xylem on May 20, 2026

Repurchase price $8.3596 per share Price paid for repurchased common stock

Xylem beneficial ownership 1,858,320 shares Shares beneficially owned after repurchase

Ownership percentage 8.04% Xylem’s percentage of common stock after repurchase

Post-repurchase shares outstanding 23,120,294 shares Common shares outstanding after subtracting repurchased shares

Pre-repurchase shares outstanding 24,914,647 shares Common shares outstanding as of May 5, 2026

Discount to VWAP 3.00% Discount applied to 10-day volume-weighted average price

Key Terms

Stock Repurchase Agreement, Shareholder Rights Agreement, Registration Rights Agreement, piggyback registration rights, +1 more

5 terms

Stock Repurchase Agreement financial

"On May 19, 2026, Xylem entered into a stock repurchase agreement (the "2026 Stock Repurchase Agreement")"

Shareholder Rights Agreement financial

"agreed to terminate the Shareholder Rights Agreement, effective upon Mr. Vikram Shankar's resignation"

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

"Xylem has agreed to permanently waive its demand and shelf registration rights under the Registration Rights Agreement"

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 2026 Share Repurchase, Xylem only has 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.

Schedule 13D regulatory

"This Amendment No. 8 ("Amendment No. 8") amends and supplements the statement on filed with the Securities and Exchange Commission"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/21/2026 - 04:15 PM Learn about SEC filing dates

FAQ

What did Angel Oak Mortgage REIT (AOMD) agree with Xylem Finance LLC in May 2026?

Angel Oak Mortgage REIT agreed to repurchase common shares from Xylem Finance LLC for an aggregate purchase price of $15.0 million. The deal used a volume-weighted average price formula with a 3% discount and closed on May 20, 2026.

How many Angel Oak Mortgage REIT shares were repurchased from Xylem and at what price?

The company repurchased 1,794,353 common shares from Xylem Finance LLC at $8.3596 per share. The price was based on the ten-day volume-weighted average share price, reduced by a 3.00% discount under the stock repurchase agreement.

What is Xylem Finance LLC’s ownership stake in Angel Oak Mortgage REIT (AOMD) after the repurchase?

After the repurchase, Xylem Finance LLC beneficially owns 1,858,320 common shares of Angel Oak Mortgage REIT. This represents 8.04% of the company’s 23,120,294 shares outstanding, calculated after the repurchase of 1,794,353 shares.

How did the stock repurchase affect Angel Oak Mortgage REIT’s board and shareholder rights arrangements?

Director Vikram Shankar resigned effective at the repurchase closing, and the shareholder rights agreement with Xylem was terminated. Xylem lost its right to designate a board nominee, shifting board representation away from this investor relationship.

What happened to Xylem’s registration rights in Angel Oak Mortgage REIT (AOMD)?

Under the 2026 stock repurchase agreement, Xylem permanently waived its demand and shelf registration rights. Following closing, it retains only piggyback registration rights under the registration rights agreement, limiting how it can register future share sales.

How many Angel Oak Mortgage REIT shares were outstanding after the May 2026 repurchase?

The filing calculates 23,120,294 common shares outstanding after the transaction. This figure is derived by subtracting the 1,794,353 repurchased shares from 24,914,647 shares outstanding as of May 5, 2026.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

Angel Oak Mortgage REIT, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

03464Y108

(CUSIP Number)

Alison Horton, Esq.
Davidson Kempner Capital Management LP, 9 West 57th Street, 29th Floor
New York, NY, 10019
212-446-4053

Adriana Schwartz
Seward & Kissel LLP, One Battery Park Plaza
New York, NY, 10004
212-574-1200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/19/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 03464Y108

1

Name of reporting person

Xylem Finance LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,858,320.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,858,320.00

11

Aggregate amount beneficially owned by each reporting person

1,858,320.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.04 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 03464Y108

1

Name of reporting person

Davidson Kempner Capital Management LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,858,320.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,858,320.00

11

Aggregate amount beneficially owned by each reporting person

1,858,320.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.04 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 03464Y108

1

Name of reporting person

Anthony A. Yoseloff

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,858,320.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,858,320.00

11

Aggregate amount beneficially owned by each reporting person

1,858,320.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.04 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.01 par value per share
(b)	Name of Issuer: Angel Oak Mortgage REIT, Inc.
(c)	Address of Issuer's Principal Executive Offices: 3344 PEACHTREE ROAD NE, SUITE 1725, ATLANTA, GEORGIA , 30326.
Item 1 Comment: This Amendment No. 8 ("Amendment No. 8") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on July 1, 2021 (the "Original Schedule 13D", and the Original Schedule 13D as amended, the "Schedule 13D"). This Amendment No. 8 supplements Items 4 and 7 and amends and restates Items 5(a)-(c) as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 8 have the meanings set forth in the Schedule 13D.
Item 4.	Purpose of Transaction
	On May 19, 2026, Xylem entered into a stock repurchase agreement (the "2026 Stock Repurchase Agreement") with the Issuer and Falcons I, LLC, a Delaware limited liability company and the Issuer's external manager (the "Manager"), relating to the Issuer's repurchase of shares of Common Stock owned by Xylem (the "2026 Share Repurchase") having an aggregate purchase price of $15.0 million. Specifically, pursuant to the 2026 Stock Repurchase Agreement, the Issuer 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 the "Closing Date") less (2) a discount of 3.00% of the share price determined pursuant to clause (1) above. The 2026 Share Repurchase was conditioned only upon Mr. Vikram Shankar, a member of the Issuer's Board of Directors, having delivered to the Issuer a letter of resignation from the Issuer's Board of Directors, with such resignation being effective as of the Closing Date and being subject to the closing of the 2026 Share Repurchase. The Closing Date of the 2026 Share Repurchase occurred on May 20, 2026. Accordingly, on May 20, 2026, the Issuer repurchased 1,794,353 shares of Common Stock from Xylem at a price $8.3596 per share, and Mr. Vikram Shankar resigned as a member of the Issuer's Board of Directors. Pursuant to the 2026 Stock Repurchase Agreement, the Issuer, the Manager and Xylem have agreed to terminate the Shareholder Rights Agreement, effective upon Mr. Vikram Shankar's resignation from the Issuer's Board of Directors, and subject to the closing of the 2026 Share Repurchase. Accordingly, with effect from the closing of the 2026 Share Repurchase, Xylem no longer has the right to designate a nominee for election to the Issuer's Board of Directors. Furthermore, pursuant to the 2026 Stock Repurchase Agreement, Xylem has agreed to permanently waive its demand and shelf registration rights under the Registration Rights Agreement, effective upon, and subject to, the closing of the 2026 Share Repurchase. Accordingly, with effect from the closing of the 2026 Share Repurchase, Xylem only has the ability to exercise piggyback registration rights under the Registration Rights Agreement. The 2026 Stock Repurchase Agreement contains customary representations, warranties and covenants of the parties. The foregoing description of the 2026 Stock Repurchase Agreement does not purport to be complete and is subject to and is qualified in its entirety by reference to the 2026 Stock Repurchase Agreement, a copy of which is attached hereto as 99.5 and incorporated by reference from Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the Securities Exchange Commission on May 20, 2026, and the terms of which are incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the Common Stock beneficially owned by each of the Reporting Persons. The percentages used in this Schedule 13D are calculated based upon 23,120,294 shares of Common Stock, which is the difference obtained from subtracting (i) 1,794,353 shares of Comon Stock repurchased by the Issuer pursuant to the Repurchase Agreement, from (ii) the 24,914,647 shares of Common Stock issued and outstanding as of May 5, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 filed with the Securities and Exchange Commission on May 5, 2026.
(b)	See rows (7) through (10) of the cover page to this Schedule 13D for the number of shares of Common Stock as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	See Item 4. Other than as set forth herein, there have been no transactions in the shares of Common Stock effected by the Reporting Persons in the past sixty days.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.5: Stock Repurchase Agreement, dated May 19, 2026, between the Issuer, the Manager and Xylem (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Xylem Finance LLC

Signature:	Xylem Finance LLC
Name/Title:	Anthony A. Yoseloff, Executive Managing Member of Davidson Kempner Capital Management LP, Investment Manager of Xylem
Date:	05/21/2026

Davidson Kempner Capital Management LP

Signature:	/s/ Anthony A. Yoseloff
Name/Title:	Anthony A. Yoseloff, Executive Managing Member
Date:	05/21/2026

Anthony A. Yoseloff

Signature:	/s/ Anthony A. Yoseloff
Name/Title:	Anthony A. Yoseloff, Individually
Date:	05/21/2026