{"url_path":"/sec/aomn/8-k/2026-05-20/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1766478/0001766478-26-000038-index.html","accession_number":"0001766478-26-000038","cik":"0001766478","ticker":"AOMR","issuer_name":"Angel Oak Mortgage REIT, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1766478/0001766478-26-000038-index.html","primary_entity_key":"0001766478","primary_entity_name":"Angel Oak Mortgage REIT, Inc."},"word_count":580,"has_tables":true,"body_markdown":"Item 1.01 Entry into a Material Definitive Agreement.\n\nOn 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.\n\nSpecifically, 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.\n\nThe 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.\n\nPursuant 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.\n\nFurthermore, 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.\n\nThe 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.\n\nThe 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."}