Angel Oak Mortgage REIT, Inc. 8-K

What Happened
Angel Oak Mortgage REIT, Inc. announced a stock repurchase agreement with Xylem Finance LLC for an aggregate $15.0 million purchase of the Company’s common stock. The agreement was entered on May 19, 2026, with the repurchase expected to close on May 20, 2026, and is conditioned on director Vikram Shankar delivering a resignation effective as of the closing date.

Key Details

• Repurchase amount: $15.0 million aggregate purchase price.
• Price formula: purchase price per share = 10-day volume-weighted average price (VWAP) ending the trading day before closing, less a 3.00% discount.
• Condition: Closing is conditioned on Vikram Shankar’s resignation from the Board effective as of the closing date; his resignation is not due to any disagreement with the Company or the Board.
• Governance and registration changes: Upon closing, the Company, its manager (Falcons I, LLC) and Xylem will terminate the Shareholder Rights Agreement, removing Xylem’s right to designate a board nominee; Xylem also permanently waived its demand and shelf registration rights and will retain only piggyback registration rights under the Registration Rights Agreement.
• Board size: Following Mr. Shankar’s resignation, the Board will reduce from eight to seven directors, five of whom are independent.

Why It Matters
This transaction reduces outstanding shares held by a significant shareholder (Xylem), returns $15.0M of capital to that shareholder, and alters Xylem’s governance and registration rights—removing its board nomination power and limiting registration rights to piggyback only. For investors, those changes affect shareholder influence over board composition and the Company’s future share supply in registration offerings; the repurchase may also modestly increase per-share metrics depending on timing and number of shares repurchased.