SEC Form 8-A12B filed by Angel Oak Mortgage REIT Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934

Angel Oak Mortgage REIT, Inc.

(Exact name of registrant as specified in its charter)

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

Securities Act registration statement or Regulation A file number to which this form relates:
333-280531

Securities to be registered pursuant to Section 12(g) of the Act:
None

Item 1. Description of Registrant’s Securities to Be Registered.

Angel Oak Mortgage REIT, Inc., a Maryland corporation (the “Company”), has filed with the U.S. Securities and Exchange Commission (the “Commission”) a prospectus supplement dated July 18, 2024 (the “Prospectus Supplement”) to the prospectus dated July 9, 2024 (the “Base Prospectus” and, collectively with the Prospectus Supplement, the “Prospectus”) contained in the Company’s effective Registration Statement on Form S-3 (Registration Nos. 333-280531 and 333-280531-01) (the “Registration Statement”), which Prospectus was filed with the Commission on July 22, 2024, relating to the Company’s 9.500% Senior Notes due 2029 (the “Notes”) to be registered hereunder.

The information required by this item is incorporated by reference to the information contained and incorporated by reference in the sections captioned “Description of the Notes” and “Description of Debt Securities” in the Prospectus.

Item 2. Exhibits.

Pursuant to the Instructions as to exhibits for registration statements on Form 8-A, the documents listed below are filed as exhibits to this Registration Statement:

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.