Angel Oak Mortgage REIT Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
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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): October 1, 2025
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Item 1.01 Entry into a Material Definitive Agreement.
On October 1, 2025, Angel Oak Mortgage REIT, Inc., a Maryland corporation (the “Company”), Angel Oak Mortgage Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and Falcons I, LLC, a Delaware limited liability company and the Company’s external manager (the “Manager”), entered into a new management agreement (the “New Management Agreement”) to supersede and replace in its entirety the Amended and Restated Management Agreement, dated as of May 1, 2024, among the Company, the Operating Partnership and the Manager (the “Prior Management Agreement”). The New Management Agreement, which is substantially the same as the Prior Management Agreement except as described below, was entered into immediately following the closing on October 1, 2025 of the strategic transaction between Angel Oak Companies, LP, an affiliate of the Manager (“Angel Oak Companies”), and Brookfield Asset Management Ltd. (“Brookfield”), as such transaction is described in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (the “Strategic Transaction”). Angel Oak Companies has advised the Company that the Strategic Transaction resulted in the current beneficial owners of Angel Oak Companies selling a majority of the outstanding beneficial ownership of Angel Oak Companies, and indirectly the Manager, to Brookfield. Angel Oak Companies has advised the Company that the Strategic Transaction is not expected to result in any material change in the day-to-day management of the Company, and will not result in any material changes to the Company’s investment objectives and strategies.
In accordance with the terms of the Prior Management Agreement, the Company and the independent members of the Company’s board of directors (the “Board”) consented to the assignment of the Prior Management Agreement resulting from the closing of the Strategic Transaction. In addition, the Board, including the independent directors, approved the Company’s entrance into the New Management Agreement. As indicated above, the New Management Agreement supersedes and replaces in its entirety the Prior Management Agreement and, in connection with entering into the New Management Agreement, with the mutual agreement of the parties, the Prior Management Agreement was terminated as of October 1, 2025 without the payment of any termination fee.
As referenced above, the New Management Agreement is substantially similar to the Prior Management Agreement, the material terms of which are described in the Company’s Definitive Proxy Statement on Schedule 14A filed on April 2, 2025 in the section captioned “Certain Relationships and Related Party Transactions—Management Agreement,” which description is incorporated herein by reference. The New Management Agreement reflects two substantive changes from the Prior Management Agreement. The Prior Management Agreement required the Company to reimburse the Manager for a share of the wages, salaries and benefits incurred by the Manager with respect to the Company’s Chief Executive Officer and President, based upon the percentage of such person’s working time relating to the Company. Under the New Management Agreement, this provision was modified to provide that, for so long as Sreeni Prabhu serves as the Company’s Chief Executive Officer and President, the Manager will not be entitled to be reimbursed for the costs of his wages, salaries and benefits unless Mr. Prabhu devotes 100% of his working time on matters related to the Company and its subsidiaries (which is not currently the case), and any such reimbursement is approved in advance by at least two-thirds of the independent directors. In addition, under the New Management Agreement, with respect to the Company’s annual right to decline to renew the Management Agreement without cause upon the affirmative vote of at least two-thirds of the independent directors based upon a determination that the compensation payable to the Manager is not fair, it was clarified that any such determination will take into account amounts sought for expense reimbursement.
A copy of the New Management Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
The information required by Item 1.02 contained in Item 1.01 above with respect to the Prior Management Agreement is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On October 2, 2025, Angel Oak Companies issued a press release announcing the closing of the Strategic Transaction with Brookfield described in Item 1.01 above. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The information contained in this Item 7.01 and the attached Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01 and the attached Exhibit 99.1 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |||||||
| Exhibit 10.1 | Management Agreement among Angel Oak Mortgage REIT, Inc., Angel Oak Mortgage Partnership, LP and Falcons I, LLC, dated as of October 1, 2025 | |||||||
| Exhibit 99.1 | Press Release dated October 2, 2025 | |||||||
| 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: October 2, 2025 | ANGEL OAK MORTGAGE REIT, INC. | ||||||||||
By: /s/ Brandon Filson | |||||||||||
| Name: Brandon Filson | |||||||||||
| Title: Chief Financial Officer and Treasurer | |||||||||||