[Form 3] Angel Oak Mortgage REIT, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

On June 27, 2025, Angel Oak Mortgage REIT, Inc. (AOMR) filed a Form 3 with the SEC disclosing the initial beneficial ownership of director and 10% owner Tian ce (David) Zhong.

The filing reports indirect ownership of 5,172,061 common shares held through NHTV Atlanta Holdings LP. Zhong, a member of the investment team advising the LP, may exercise voting and investment control but disclaims beneficial ownership beyond his pecuniary interest. No derivative securities were reported. The reportable event occurred on 06/17/2025 and the form was signed on 06/27/2025.

Positive

• 5,172,061 common shares disclosed as insider stake, signalling meaningful alignment between a director/10% owner and other shareholders.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Large insider stake disclosed; improves alignment but no immediate financial impact.

The Form 3 shows that director Tian ce Zhong indirectly controls 5.17 million AOMR shares via NHTV Atlanta Holdings LP, classifying him as a 10% owner. Substantial insider ownership is usually viewed positively because it aligns board incentives with shareholder interests. However, the filing represents an initial disclosure rather than a transaction; therefore, it does not alter the company’s capital structure or signal new buying or selling intentions. The absence of derivative positions indicates straightforward equity exposure, limiting complexity for investors.

Portfolio Manager

TL;DR: Neutral; confirmation of existing 10% stake is unlikely to move AOMR valuation.

The 5.17 million-share position equates to roughly 10% of outstanding equity but was already reflected in the float; no shares changed hands. Liquidity, EPS, and leverage metrics remain unchanged. Unless subsequent Forms 4 reveal transactions, the market reaction should be minimal. Investors may take comfort in management’s skin in the game, yet the disclosure alone does not warrant model revisions.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
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1. Name and Address of Reporting Person^*

Zhong Tian ce (David)

(Last) (First) (Middle)

3344 PEACHTREE RD NE

SUITE 1725

(Street)

ATLANTA GA 30326

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/17/2025

3. Issuer Name and Ticker or Trading Symbol
Angel Oak Mortgage REIT, Inc. [ AOMR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,172,061	I(1)	See footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These securities are directly held by NHTV Atlanta Holdings LP. The Reporting Person is a member of the investment team that advises NHTV Atlanta Holdings LP and, in such capacity, may be deemed to exercise voting and investment control over these securities. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ David Gordon, as attorney-in-fact for Tian ce (David) Zhong	06/27/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Angel Oak Mortgage (AOMR) shares does Tian ce Zhong report owning in the Form 3?

He reports indirect ownership of 5,172,061 common shares.

What is the relationship of Tian ce Zhong to Angel Oak Mortgage REIT (AOMR)?

He is both a Director and a 10% Owner.

When did the reportable event occur for this AOMR Form 3 filing?

The event date is 06/17/2025.

Were any derivative securities disclosed in this Form 3 for AOMR?

No. No derivative securities were reported.

Through which entity are the AOMR shares held?

The shares are held indirectly via NHTV Atlanta Holdings LP.