What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-06 compared with 2025-08-06 · 213 added, 178 removed, 544 unchanged (42% of the section changed)

3 unchanged sentences

(in thousands, except for share data)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Residential mortgage loans - at fair value $ 425,775 $ 183,064

22 unchanged sentences

Common stock, $ 0.01 par value.

As of June 30, 2025:

As of September 30, 2025:

350,000,000 shares authorized, 24,914,035 shares issued and outstanding.

10 unchanged sentences

(in thousands, except for share and per share data)

Three Months Ended Six Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

INTEREST INCOME, NET

26 unchanged sentences

(in thousands)

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Common Stock at Par Additional Paid-in Capital Accumulated Other Comprehensive (Loss) Income Retained Earnings (Deficit) Total Stockholders’ Equity

Stockholder's equity as of March 31, 2025 $ 234 $ 461,294 $ ( 4,170 ) $ ( 205,878 ) $ 251,480

Issuance of common stock, net of expenses 4 1,990 — — 1,994

Stockholder's equity as of June 30, 2025

$ 238 $ 463,580 $ ( 4,661 ) $ ( 212,768 ) $ 246,389

Issuance of common stock, net of issuance costs 11 10,176 — — 10,187

Dividends paid on common stock — — — ( 7,839 ) ( 7,839 )

Dividends accrued on performance shares — — — ( 52 ) ( 52 )

Dividends accrued on unvested performance shares — — — ( 45 ) ( 45 )

Stock compensation — 398 — — 398

1 unchanged sentence

Net income (loss) — — — 11,410 11,410

Stockholders' equity as of June 30, 2025 $ 238 $ 463,580 $ ( 4,661 ) $ ( 212,768 ) $ 246,389

Three Months Ended June 30, 2024

Stockholders' equity as of September 30, 2025

$ 249 $ 474,154 $ ( 996 ) $ ( 209,242 ) $ 264,165

Three Months Ended September 30, 2024

Common Stock at Par Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings (Deficit) Total Stockholders’ Equity

Stockholders’ equity as of March 31, 2024 $ 249 $ 477,698 $ ( 3,272 ) $ ( 211,351 ) $ 263,324

Stockholders’ equity as of June 30, 2024

$ 249 $ 478,328 $ ( 3,147 ) $ ( 219,624 ) $ 255,806

Issuance of common stock, net of issuance costs 2 2,250 — — 2,252

Repurchase of shares of common stock ( 17 ) ( 19,933 ) — — ( 19,950 )

Dividends paid on common stock — — — ( 7,524 ) ( 7,524 )

2 unchanged sentences

Net income (loss) — — — 31,204 31,204

Stockholders’ equity as of June 30, 2024 $ 249 $ 478,328 $ ( 3,147 ) $ ( 219,624 ) $ 255,806

Stockholders’ equity as of September 30, 2024

$ 234 $ 461,249 $ ( 441 ) $ ( 195,944 ) $ 265,098

The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of this statement.

2 unchanged sentences

(in thousands)

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Common Stock at Par Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings (Deficit) Total Stockholders’ Equity

Stockholders’ equity as of December 31, 2024

Issuance of common stock, net of expenses 4 1,990 — — 1,994

$ 234 $ 461,057 $ ( 3,475 ) $ ( 218,849 ) $ 238,967

Issuance of common stock, net of issuance costs 15 12,167 — — 12,182

Dividends paid on common stock — — — ( 22,964 ) ( 22,964 )

Dividends accrued on performance shares — — — ( 92 ) ( 92 )

Dividends accrued on unvested performance shares — — — ( 137 ) ( 137 )

Stock compensation — 930 — — 930

1 unchanged sentence

Net income (loss) — — — 32,708 32,708

Stockholders’ equity as of June 30, 2025 $ 238 $ 463,580 $ ( 4,661 ) $ ( 212,768 ) $ 246,389

Six Months Ended June 30, 2024

Stockholders’ equity as of September 30, 2025

$ 249 $ 474,154 $ ( 996 ) $ ( 209,242 ) $ 264,165

Nine Months Ended September 30, 2024

Common Stock at Par Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings (Deficit) Total Stockholders’ Equity

Stockholders’ equity as of December 31, 2023

$ 249 $ 477,068 $ ( 4,975 ) $ ( 216,236 ) $ 256,106

Issuance of common stock, net of issuance costs 2 2,250 — — 2,252

Repurchase of shares of common stock ( 17 ) ( 19,933 ) — — ( 19,950 )

Dividends paid on common stock — — — ( 23,514 ) ( 23,514 )

2 unchanged sentences

Net income (loss) — — — 43,806 43,806

Stockholders’ equity as of June 30, 2024 $ 249 $ 478,328 $ ( 3,147 ) $ ( 219,624 ) $ 255,806

Stockholders’ equity as of September 30, 2024

$ 234 $ 461,249 $ ( 441 ) $ ( 195,944 ) $ 265,098

The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of this statement.

2 unchanged sentences

(in thousands)

Six Months Ended

June 30, 2025 June 30, 2024

Nine Months Ended

September 30, 2025 September 30, 2024

CASH FLOWS FROM OPERATING ACTIVITIES

29 unchanged sentences

(in thousands)

Six Months Ended

June 30, 2025 June 30, 2024

Nine Months Ended

September 30, 2025 September 30, 2024

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of investments in RMBS, available for sale ( 8,352 ) ( 5,733 )

Purchases of investments in RMBS, trading ( 505,774 ) ( 754,069 )

Sale of investments in RMBS, trading 507,563 749,377

Purchases of investments in whole pool agency RMBS, trading ( 758,316 ) ( 935,573 )

Sale of investments in RMBS, available for sale 27,726 —

Sale of investments in whole pool agency RMBS, trading 759,306 927,047

Purchase of investments in U.S.

11 unchanged sentences

Cash paid for debt issuance costs ( 666 ) ( 1,013 )

Proceeds from securitization 269,915 274,793

Proceeds from securitizations 269,915 274,793

Net proceeds from (payments on) securities sold under agreements to repurchase 3,486 ( 90,780 )

1 unchanged sentence

Net proceeds from issuance of senior notes 41,161 48,425

Repurchase of common stock — ( 19,950 )

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 344,107 110,575

13 unchanged sentences

mortgage market.

The Company’s strategy is to make credit-sensitive investments primarily in newly-originated first lien non‑QM loans that are primarily made to higher‑quality non‑QM loan borrowers and substantially sourced from the proprietary mortgage lending platform of its affiliate, Angel Oak Mortgage Solutions LLC (together with other non-operational affiliated originators, “Angel Oak Mortgage Lending”).

The Company’s strategy is to make credit-sensitive investments primarily in newly originated non-QM loans that are primarily made to higher quality borrowers and sourced from the proprietary mortgage lending platform of its affiliate, Angel Oak Mortgage Solutions LLC (together with other non-operational affiliated originators “Angel Oak Mortgage Lending”) and other originators.

The Company may also invest in other residential mortgage loans, residential mortgage‑backed securities (“RMBS”), and other mortgage‑related assets.

32 unchanged sentences

The Company has determined it currently operates in a single operating segment and has one reportable segment, which is to acquire, invest in, and finance mortgage‑related assets.

The CODM reviews net interest income (interest income less interest expense) earned on its portfolio of residential mortgage loans, residential mortgage loans in securitization trusts, RMBS, and other assets as presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.

The CODM reviews net income, net interest income (interest income less interest expense) earned on its portfolio of residential mortgage loans, residential mortgage loans in securitization trusts, RMBS, and other assets as presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.

Net interest income as used by the CODM in this context is consistent with that presented within the Company’s consolidated financial statements.

11 unchanged sentences

The retained beneficial interest in VIEs for which the Company is the primary beneficiary is the subordinated tranches of the securitization and further interests in additional interest‑only tranches.

The following table summarizes the key details of the Company’s loan securitization transactions for which the Company is the primary beneficiary currently outstanding as of June 30, 2025 and December 31, 2024:

June 30, 2025 December 31, 2024

The following table summarizes the key details of the Company’s loan securitization transactions for which the Company is the primary beneficiary currently outstanding as of September 30, 2025 and December 31, 2024:

September 30, 2025 December 31, 2024

($ in thousands)

6 unchanged sentences

Weighted average coupon rate for residential mortgage loans in securitization trusts 5.70 % 5.56 %

5.80 % 5.56 %

Weighted average fixed rate for Non-recourse securitization obligation issued 4.13 % 3.86 %

For the period ended:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(in thousands)

3 unchanged sentences

Cash received, at deal date $ 297,972 $ 273,266

During the three months ended June 30, 2025, the Company and its affiliates issued and sold bonds with a current face value of $ 261.3 million to third-party investors for proceeds of $ 271.7 million, before offering costs and accrued interest.

The bonds sold during the period ended June 30, 2025 are included in “Non-recourse securitization obligation, collateralized by residential mortgage loans in securitization trusts” on the Company’s condensed consolidated balance sheets.

As of June 30, 2025 and December 31, 2024, as a result of the transactions described above, securitized loans with outstanding principal balance of approximately $ 1.9 billion and $ 1.8 billion are included in “Residential mortgage loans in securitization trusts” on the Company’s condensed consolidated balance sheets, respectively.

As of June 30, 2025 and December 31, 2024, the aggregate carrying value of bonds issued by consolidated VIEs was $ 1.8 billion and $ 1.6 billion, respectively.

During the three months ended September 30, 2025, the Company did not issue and retain bonds on our consolidated balance sheets for any securitization transaction for which the Company was the primary beneficiary.

For the nine months ended September 30, 2025, the Company and its affiliates issued and sold bonds with a current face value of $ 261.3 million to third-party investors for proceeds of $ 271.7 million, before offering costs and accrued interest.

The sold bonds are included in “Non-recourse securitization obligation, collateralized by residential mortgage loans in securitization trusts” on the Company’s condensed consolidated balance sheets.

As of September 30, 2025 and December 31, 2024, as a result of the transactions described above, securitized loans with outstanding principal balance of approximately $ 1.9 billion and $ 1.8 billion are included in “Residential mortgage loans in securitization trusts” on the Company’s condensed consolidated balance sheets, respectively.

As of September 30, 2025 and December 31, 2024, the aggregate carrying value of bonds issued by consolidated VIEs was $ 1.7 billion and $ 1.6 billion, respectively.

These bonds issued are disclosed as “Non-recourse securitization obligation, collateralized by residential mortgage loans in securitization trusts” on the Company’s condensed consolidated balance sheets.

15 unchanged sentences

The Company performs ongoing reassessments of all VIEs in which the Company has participated since its inception as to whether changes in the facts and circumstances regarding the Company’s involvement with a VIE would cause the Company’s consolidation conclusion to change, and the Company’s assessment of these VIEs remains unchanged.

The securities received in the securitization transactions for which the Company is not the primary beneficiary are either classified as “available for sale” upon receipt and are included in “RMBS - at fair value”, or are classified as “Other assets” and held at amortized cost on the condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024, and details on the accounting treatment and fair value methodology of the securities can be found in Note 9 — Fair Value Measurements .

See also Note 4 — Investment Securities , for the fair value of Angel Oak Mortgage Trust (“AOMT”) securities held by the Company, and Note 13 - Other Assets , for investments in majority-owned affiliates (“MOAs”), as of June 30, 2025 and December 31, 2024 that were retained by the Company as a result of these securitization transactions.

The securities received in the securitization transactions for which the Company is not the primary beneficiary are either classified as “available for sale” upon receipt and are included in “RMBS - at fair value”, or are classified as “Other assets” and held at amortized cost on the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024, and details on the accounting treatment and fair value methodology of the securities can be found in Note 8 — Fair Value Measurements .

See also Note 4 — Investment Securities , for the fair value of Angel Oak Mortgage Trust (“AOMT”) securities held by the Company, and Note 12 - Other Assets , for investments that are majority-owned by affiliates (“MOAs”), as of September 30, 2025 and December 31, 2024 that were retained by the Company as a result of these securitization transactions.

Residential Mortgage Loans

Residential mortgage loans are measured at fair value.

The following table sets forth the cost, unpaid principal balance, net premium on mortgage loans purchased, fair value, weighted average interest rate, and weighted average remaining contractual maturity of the Company’s residential mortgage loan portfolio as of June 30, 2025 and December 31, 2024:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

($ in thousands)

10 unchanged sentences

See Note 5 — Financing .

The following table sets forth data regarding the number of residential mortgage loans secured by residential real property ninety (90) or more days past due and also those in formal foreclosure proceedings, and the recorded investment and unpaid principal balance of such loans as of June 30, 2025 and December 31, 2024:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

($ in thousands)

6 unchanged sentences

Investment Securities

As of June 30, 2025, investment securities were comprised of:

As of September 30, 2025, investment securities were comprised of:

(i) non‑agency RMBS (“AOMT RMBS”) and (ii) Freddie Mac and Fannie Mae whole pool agency RMBS (“Whole Pool Agency RMBS”, and together with AOMT RMBS, “RMBS”).

The following table sets forth a summary of RMBS at cost as of June 30, 2025 and December 31, 2024:

June 30, 2025 December 31, 2024

In September 2025, the Company in conjunction with the Company’s affiliates exercised its call rights on the AOMT 2019-2 and AOMT 2019-4 securitizations and subsequently re-securitized the underlying loans in AOMT 2025-R1.

This transaction resulted in $ 19.4 million of cash which was used for new loan purchases and other accretive uses, and $ 7.3 million of non-performing loans that are classified as held for sale and recorded in other assets.

See Note 8 — Fair Value Measurements and Note 12 — Other Assets .

The following table sets forth a summary of RMBS at cost as of September 30, 2025 and December 31, 2024:

September 30, 2025 December 31, 2024

(in thousands)

3 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

The following tables sets forth certain information about the Company’s investments in RMBS at fair value as of June 30, 2025:

June 30, 2025 Real Estate Securities at Fair Value Securities Sold Under Agreements to Repurchase Allocated Capital

The following tables sets forth certain information about the Company’s investments in RMBS at fair value as of September 30, 2025:

September 30, 2025 Real Estate Securities at Fair Value Securities Sold Under Agreements to Repurchase Allocated Capital

(in thousands)

11 unchanged sentences

Total RMBS $ 235,024 $ ( 54,041 ) $ 180,983

(1) AOMT RMBS held as of June 30, 2025 included both retained tranches of AOMT securitizations in which the Company participated and additional AOMT securities purchased in secondary market transactions.

(1) AOMT RMBS held as of September 30, 2025 included both retained tranches of AOMT securitizations in which the Company participated and additional AOMT securities purchased in secondary market transactions.

AOMT RMBS are available for sale securities.

(2) A portion of repurchase debt includes borrowings against retained bonds received from on-balance sheet securitizations (i.e., consolidated VIEs).

These bonds, with a fair value of $ 178.3 million, are not reflected in the consolidated balance sheets, as the Company reflects the assets of the VIE (residential mortgage loans in securitization trusts - at fair value) on its condensed consolidated balance sheets.

(3) The whole pool RMBS presented as of June 30, 2025 were purchased from a broker to whom the Company owes approximately $ 254 million, payable upon the settlement date of the trade.

(3) The whole pool RMBS presented as of September 30, 2025 were purchased from a broker to whom the Company owes approximately $ 154 million, payable upon the settlement date of the trade.

Whole Pool Agency RMBS are trading securities.

See Note 6 - Due to Broker .

26 unchanged sentences

Occasionally, a lender may require certain margin collateral to be posted on a warehouse line of credit.

There was no margin collateral required as of June 30, 2025 or December 31, 2024.

There was no margin collateral required as of September 30, 2025 or December 31, 2024.

Angel Oak Mortgage REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

The following table sets forth the details of all the lines of credit available to the Company for whole loan purchases as of June 30, 2025 and December 31, 2024:

Interest Rate Pricing Spread Drawn Amount

Note Payable Base Interest Rate June 30, 2025 December 31, 2024

(in thousands)

The following table sets forth the details of the Company’s financing as of September 30, 2025 and December 31, 2024 ($ in thousands):

September 30, 2025 December 31, 2024

Current Face Carrying Value Stated Maturity Base/Fixed Interest Rate

Interest Rate Pricing Spread Carrying Value

Notes payable

Multinational Bank 1 (1)

Average Daily SOFR 1.65 % - 2.10 %

$ 77,603 $ 100,711

$ 252,100 $ 252,100 March 2026 Average Daily SOFR 1.65 % - 2.10 %

Global Investment Bank 2 (2)

1 month Term SOFR 1.75 % - 3.35 %

143 143 March 2026 1 Month Term SOFR 1.75 % - 3.35 %

Global Investment Bank 3 (3)

Compound SOFR 1.90 % - 4.75 %

40,873 13,637

Total $ 118,619 $ 129,459

(1) On June 24, 2025, this financing facility was extended through December 25, 2025 in accordance with the terms of the agreement, which contemplates six-month renewals.

90,365 90,365 September 2026 Compound SOFR 1.75 % - 4.75 %

Total Notes Payable Financing $ 342,608 $ 342,608 $ 129,459

Non-recourse securitization obligation, at fair value $ 1,730,940 $ 1,726,657 N/A 4.13 % $ 1,593,612

Securities sold under agreements to repurchase $ 54,041 $ 54,041 October 2025 5.92 % $ 50,555

Senior Unsecured Notes

June 2030 Senior Unsecured Notes $ 42,500 $ 40,681 June 2030 9.75 % $ —

July 2029 Senior Unsecured Notes 50,000 48,114 July 2029 9.50 % 47,740

Total Senior Unsecured Notes $ 92,500 $ 88,795 $ 47,740

Total Financing $ 2,220,089 $ 2,212,101 $ 1,821,366

(1) On September 25, 2025, this financing facility was extended through March 25, 2026 in accordance with the terms of the agreement, which contemplates six-month renewals.

The interest rate pricing spread remained unchanged from the prior extension at a range from 1.65 % to 2.10 %.

1 unchanged sentence

This updated facility is extended through March 27, 2026.

On October 25, 2024, the facility was amended to, among other changes, reduced the interest rate pricing spread to a range from 1.75 % and 3.35 %;

prior to this amendment, the interest rate pricing spread was a range from 2.10 % and 3.45 %.

(3) On November 1, 2024, the facility’s termination date was extended to November 1, 2025.

In addition, the interest rate pricing spread was reduced to a range from 1.90 % to 4.75 % and the index spread adjustment of 20 basis points was eliminated;

On October 10, 2025, the facility was amended to, reduce the interest rate pricing spread to a range of 1.65 % to 2.40 %;

prior to this amendment, the interest rate pricing spread was a range of 1.75 % to 3.35 %.

(3) On September 26, 2025, the facility’s termination date was extended to September 26, 2026.

In addition, the interest rate pricing spread was reduced to a range from 1.75 %to 4.75 %;

prior to this extension, the interest rate pricing spread was a range from 1.90 % to 4.75 %.

The following table sets forth the total unused borrowing capacity of each financing line as of June 30, 2025:

The following table sets forth the total unused borrowing capacity of each financing line as of September 30, 2025:

Angel Oak Mortgage REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

Note Payable Borrowing Capacity Balance Outstanding Available Financing

6 unchanged sentences

Senior Unsecured Notes

In May, the Company closed an underwritten public offering and sale of, and issued, $ 42.5 million in aggregate principal amount of its 9.750 % Senior Notes due 2030 (the “2030 Notes”).

The 2030 Notes bear interest at a rate of 9.750 % per annum, payable quarterly in arrears on March 1, June 1, September 1, and December 1 of each year, beginning on September 1, 2025.

The 2030 Notes will mature on June 1, 2030, unless earlier redeemed or repurchased by the Company, and are held at amortized cost.

After deducting the underwriting discount and other debt issuance costs, the Company received net proceeds of approximately $ 40.6 million.

The Company may redeem the 2030 Notes in whole or in part at any time on or after June 1, 2027, at a redemption price equal to 100 % of the principal amount of the 2030 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

Upon the occurrence of certain events relating to a change of control of the Company, the Company must make an offer to repurchase all outstanding 2030 Notes at a price in cash equal to 101 % of the principal amount of the 2030 Notes, plus accrued and unpaid interest to, but excluding, the repurchase date.

The 2030 Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Operating Partnership, including the due and punctual payment of principal of, premium, if any, and interest on the 2030 Notes, whether at stated maturity, upon acceleration, call for redemption or otherwise.

At June 30, 2025, the outstanding principal amount of the 2030 Notes was $ 42.5 million and the accrued interest payable on the 2030 Notes was $ 0.5 million.

At June 30, 2025 the unamortized deferred debt issuance cost was $ 0.6 million, and the net interest expense recognized in the quarter ended June 30, 2025 was $ 0.6 million.

The unamortized debt issuance costs will be amortized until maturity, which will be no later than June 1, 2030.

Angel Oak Mortgage REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

On July 25, 2024, the Company closed an underwritten public offering and sale of, and issued, $ 50.0 million in aggregate principal amount of its 9.500 % Senior Notes due 2029 (the “2029 Notes”).

The 2029 Notes bear interest at a rate of 9.500 % per annum, payable quarterly in arrears on January 30, April 30, July 30 and October 30 of each year.

The 2029 Notes will mature on July 30, 2029, unless earlier redeemed or repurchased by the Company and are held at amortized cost.

After deducting the underwriting discount and other debt issuance costs, the Company received net proceeds of approximately $ 47.5 million.

The Company may redeem the 2029 Notes in whole or in part at any time or from time to time at its option on or after July 30, 2026 at a redemption price equal to 100 % of the principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

Upon the occurrence of certain events relating to a change of control of the Company, the Company must make an offer to repurchase all outstanding 2029 Notes at a price in cash equal to 101 % of the principal amount of the 2029 Notes, plus accrued and unpaid interest to, but excluding, the repurchase date.

The 2029 Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Operating Partnership, including the due and punctual payment of principal of, premium, if any, and interest on the 2029 Notes, whether at stated maturity, upon acceleration, call for redemption or otherwise.

At June 30, 2025, the outstanding principal amount of the 2029 Notes was $ 50.0 million and the accrued interest payable on the 2029 Notes was $ 0.8 million.

At June 30, 2025, the unamortized deferred debt issuance cost was $ 0.8 million, and the net interest expense recognized in the quarter ended June 30, 2025 was $ 1.3 million.

The unamortized debt issuance costs will be amortized until maturity, which will be no later than July 30, 2029.

At December 31, 2024, the outstanding principal amount of the 2029 Notes was $ 50.0 million and the accrued interest payable on the 2029 Notes was $ 0.8 million.

At December 31, 2024, the unamortized debt issuance cost was $ 1.4 million.

The unamortized debt issuance costs will be amortized until maturity, which will be no later than July 30, 2029.

Due to Broker

The “Due to broker” account on the condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024, respectively, in the amounts of $ 254.2 million and $ 202.0 million relates to the purchase of Whole Pool Agency RMBS at quarter-end in the second and fourth quarters of 2025 and 2024, respectively.

Purchases are accounted for on a trade date basis, and, at times, there may be a timing difference between accounting periods for the trade date and the settlement date of a trade.

The trade dates of these purchases were prior to the applicable quarter-end dates.

These trades settled during July 2025 and January 2025, respectively, at which time these assets were simultaneously sold.

The purchase transactions of these Whole Pool Agency RMBS are excluded from the condensed consolidated statements of cash flows until settled as they are noncash transactions.

The Company’s Senior Unsecured Notes consist of $ 42.5 million principal amount of its 9.75 % Senior Notes due June 2030 (the “2030 Notes”) and $ 50.0 million principal amount of its 9.50 % Senior Notes due July 2029 (the “2029 Notes”and, together with the 2030 Notes, the “Senior Unsecured Notes”).

The 2030 Notes were issued in May, 2025 in a public offering for net proceeds of approximately$ 40.6 million and the 2029 Notes were issued in July, 2024 in a public offering for net proceeds of approximately $ 47.5 million.

The below table provides a summary of the Senior Unsecured Notes as of September 30, 2025 ($ in thousands).

Senior Unsecured Notes (1) Principal Amount

Carrying Value Maturity Date (2)

Redemption Date (3)

June 2030 Senior Unsecured Notes $ 42,500 $ 40,681 June 2030 June 2027 9.75 %

July 2029 Senior Unsecured Notes $ 50,000 $ 48,114 July 2029 July 2026 9.50 %

(1) The Senior Unsecured Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Operating Partnership, including the due and punctual payment of principal, premium, if any, and interest on the Senior Unsecured Notes, whether at stated maturity, upon acceleration, call for redemption or otherwise.

(2) The Company has the option to redeem the Senior Unsecured Notes earlier than the maturity date.

(3) The Company may redeem the Senior Unsecured Notes in whole or in part at any time on or after the optional redemption date, at a redemption price equal to 100 % of the outstanding principal amount of the Senior Unsecured Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date.

Upon the occurrence of certain events relating to a change of control of the Company, the Company must make an offer to repurchase all outstanding Senior Unsecured Notes at a price in cash equal to 101 % of the principal amount of the Senior Unsecured Notes, plus accrued and unpaid interest to, but excluding, the repurchase date.

(4) The 2030 Notes bear interest at a rate equal to 9.75 % per year, payable in cash quarterly in arrears on March 1, June 1, September 1, and December 1 of each year, beginning on September 1, 2025.

The 2029 Notes bear interest at a rate equal to 9.50 % per year, payable in cash quarterly in arrears on January 30, April 30, July 30 and October 30 of each year.

The below table details the total interest expense incurred on the Senior Unsecured Notes during the three and nine months ended September 30, 2025 and September 30, 2024 ($ in thousands).

Three Months Ended Nine Months Ended

September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024

Coupon interest expense $ 2,223 $ 884 $ 5,070 $ 884

Amortization expense 221 109 559 109

Total interest expense $ 2,445 $ 993 $ 5,629 $ 993

At September 30, 2025 and September 30, 2024, the accrued interest payable on the Senior Unsecured Notes was $ 1.2 million and $ 0.9 million, respectively.

At September 30, 2025 and September 30, 2024, the unamortized deferred debt issuance cost was $ 1.3 million and $ 0.9 million, respectively.

The unamortized debt issuance costs will be amortized until maturity.

Angel Oak Mortgage REIT, Inc.

3 unchanged sentences

Margin (if required) for securities sold under agreements to repurchase represents margin collateral amounts held to ensure that the Company has sufficient coverage for securities sold under agreements to repurchase in case of adverse price changes.

Restricted cash of margin collateral for securities sold under agreements to repurchase was $ 1.2 million and $ 1.2 million as of June 30, 2025 and December 31, 2024, respectively.

The following table summarizes certain characteristics of the Company’s repurchase agreements as of June 30, 2025 and December 31, 2024:

June 30, 2025

Restricted cash of margin collateral for securities sold under agreements to repurchase was $ 1.2 million and $ 1.2 million as of September 30, 2025 and December 31, 2024, respectively.

The following table summarizes certain characteristics of the Company’s repurchase agreements as of September 30, 2025 and December 31, 2024:

September 30, 2025

Repurchase Agreements Amount Outstanding Weighted Average Interest Rate Weighted Average Remaining Maturity (Days)

4 unchanged sentences

AOMT RMBS (1) 50,555 5.76 % 19

(1) A portion of repurchase debt outstanding as of both June 30, 2025 and December 31, 2024 includes borrowings against retained bonds received from on-balance sheet securitizations (i.e., consolidated VIEs).

(1) A portion of repurchase debt outstanding as of both September 30, 2025 and December 31, 2024 includes borrowings against retained bonds received from on-balance sheet securitizations (i.e., consolidated VIEs).

See Note 4 - Investment Securities.

1 unchanged sentence

A reduction in the value of pledged assets would require the Company to provide additional collateral or fund margin calls.

Due to Broker

The “Due to broker” account on the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024, respectively, in the amounts of $ 153.8 million and $ 202.0 million relates to the purchase of Whole Pool Agency RMBS at quarter-end in the third and fourth quarters of 2025 and 2024, respectively.

Purchases are accounted for on a trade date basis, and, at times, there may be a timing difference between accounting periods for the trade date and the settlement date of a trade.

The trade dates of these purchases were prior to the applicable quarter-end dates.

These trades settled during October 2025 and January 2025, respectively, at which time these assets were simultaneously sold.

The purchase transactions of these Whole Pool Agency RMBS are excluded from the condensed consolidated statements of cash flows until settled as they are noncash transactions.

Derivative Financial Instruments

1 unchanged sentence

The derivatives in which the Company invests, and the market risk that the economic hedge is intended to mitigate are further discussed below.

Derivative instruments as of June 30, 2025 and December 31, 2024 included interest rate futures contracts.

Restricted cash relating to interest rate futures margin collateral in interest rate futures accounts under the Company’s sole control as of June 30, 2025 and December 31, 2024 included $ 2.7 million and $ 0.9 million, respectively.

Derivative instruments as of September 30, 2025 and December 31, 2024 included interest rate futures contracts.

Restricted cash relating to interest rate futures margin collateral in interest rate futures accounts as of September 30, 2025 and December 31, 2024 included $ 0.6 million and $ 0.9 million, respectively.

The Company uses interest rate futures as economic hedges to hedge a portion of its interest rate risk exposure.

4 unchanged sentences

As part of executing these trades, the Company may enter into agreements with its TBA counterparties that govern the transactions for the TBA purchases or sales made, including margin maintenance, payment and transfer, events of default, settlements, and various other provisions.

Angel Oak Mortgage REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

Changes in the value of derivatives designed to protect against mortgage-backed securities fair value fluctuations, or economic hedging gains and losses, are reflected in the tables below.

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The Company considers the notional amounts, categorized by primary underlying risk, to be representative of the volume of its derivative activities.

Angel Oak Mortgage REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

The following table sets forth the derivative instruments presented on the condensed consolidated balance sheets and notional amounts as of June 30, 2025 and December 31, 2024:

The following table sets forth the derivative instruments presented on the condensed consolidated balance sheets and notional amounts as of September 30, 2025 and December 31, 2024:

Notional Amounts

1 unchanged sentence

($ in thousands)

June 30, 2025 Interest rate futures 1,953 $ — $ 1,147 $ — $ 195,300

June 30, 2025 TBAs N/A $ — $ 3,208 $ — $ 251,700

September 30, 2025 Interest rate futures 3,119 $ 1,944 $ — $ — $ 311,900

September 30, 2025 TBAs N/A $ — $ 1,309 $ — $ 152,300

December 31, 2024 Interest rate futures 2,800 $ 987 $ — $ — $ 280,000

December 31, 2024 TBAs N/A $ 528 $ — $ — $ 213,400

The gains and losses arising from these derivative instruments in the condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2025 and June 30, 2024 are set forth as follows:

The gains and losses arising from these derivative instruments in the condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2025 and September 30, 2024 are set forth as follows:

Derivatives Not Designated as Hedging Instruments Net Realized Gains (Losses) on Derivative Instruments Net Change in Unrealized Appreciation (Depreciation) on Derivative Instruments

(in thousands)

Three Months Ended June 30, 2025 Interest rate futures $ ( 1,064 ) $ ( 199 )

Three Months Ended June 30, 2025 TBAs $ ( 3,016 ) $ ( 4,629 )

Three Months Ended June 30, 2024 Interest rate futures $ 290 $ 844

Three Months Ended June 30, 2024 TBAs $ 1,818 $ 1,748

Three Months Ended September 30, 2025 Interest rate futures $ ( 3,100 ) $ 3,091

Three Months Ended September 30, 2025 TBAs $ ( 70 ) $ 1,899

Three Months Ended September 30, 2024 Interest rate futures $ ( 4,461 ) $ 1,184

Three Months Ended September 30, 2024 TBAs $ 3,115 $ ( 1,235 )

Derivatives Not Designated as Hedging Instruments Net Realized Gains (Losses) on Derivative Instruments Net Change in Unrealized Appreciation (Depreciation) on Derivative Instruments

(in thousands)

Six Months Ended June 30, 2025 Interest rate futures $ ( 2,536 ) $ ( 2,134 )

Six Months Ended June 30, 2025 TBAs $ ( 1,853 ) $ ( 3,737 )

Six Months Ended June 30, 2024 Interest rate futures $ 3,839 $ 1,048

Six Months Ended June 30, 2024 TBAs $ 2,124 $ 1,988

Nine Months Ended September 30, 2025 Interest rate futures $ ( 5,636 ) $ 957

Nine Months Ended September 30, 2025 TBAs $ ( 1,924 ) $ ( 1,837 )

Nine Months Ended September 30, 2024 Interest rate futures $ ( 622 ) $ 2,232

Nine Months Ended September 30, 2024 TBAs $ 5,238 $ 753

Angel Oak Mortgage REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

Fair Value Measurements

7 unchanged sentences

Our assessment of the significance of a particular input requires judgment and considers factors specific to the asset or liability being measured.

As of June 30, 2025, our valuation policy and processes had not changed from those described in our consolidated financial statements for the year ended December 31, 2024 included in the Annual Report on Form 10-K.

As of September 30, 2025, our valuation policy and processes had not changed from those described in our consolidated financial statements for the year ended December 31, 2024 included in the Annual Report on Form 10-K.

Included in Note 10 — Fair Value Measurements to the Consolidated Financial Statements for the year ended December 31, 2024 included in the Annual Report on Form 10-K is a detailed description of our other financial instruments measured at fair value and their significant inputs, as well as the general classification of such instruments pursuant to the Level 1, Level 2, and Level 3 valuation hierarchy.

The fair value of cash, restricted cash, principal and interest receivable, other assets (excluding investments in majority-owned affiliates (“MOAs”)), notes payable, securities sold under agreements to repurchase, amounts due to broker and accrued expenses (including

Angel Oak Mortgage REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

those payable to an affiliate and management fees payable to an affiliate), and interest payable approximate their carrying values due to the nature of these assets and liabilities.

The fair value of cash, restricted cash, principal and interest receivable, other assets (excluding investments in MOAs), notes payable, securities sold under agreements to repurchase, amounts due to broker and accrued expenses (including those payable to an affiliate and management fees payable to an affiliate), and interest payable approximate their carrying values due to the nature of these assets and liabilities.

The Company’s “investments in majority-owned affiliates” included in other assets (see Note 12 — Other Assets ) and a portion of “non-recourse securitization obligation, collateralized by residential mortgage loans” are held at amortized cost.

The fair value of these assets and liabilities is disclosed further below in the section titled “ Assets and Liabilities Held at Amortized Cost - Fair Value Disclosure ”

The following table sets forth information about the Company’s financial assets and liabilities measured at fair value as of June 30, 2025:

Angel Oak Mortgage REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

The following table sets forth information about the Company’s financial assets and liabilities measured at fair value as of September 30, 2025:

Level 1 Level 2 Level 3 Total

7 unchanged sentences

Whole Pool Agency RMBS — 155,138 — 155,138

U.S Treasury Securities — — — —

Treasury Securities — — — —

Other Assets, at fair value (2)

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Total liabilities, at fair value $ ( 635 ) $ 1,369,346 $ — $ 1,368,711

(1) AOMT RMBS held as of June 30, 2025 included both retained tranches of AOMT securitizations in which the Company participated, additional AOMT securities purchased in secondary market transactions, and other RMBS purchased in secondary market transactions.

(2) Includes Commercial Loans and AOMT commercial mortgage backed securities (“CMBS)” assets.

All AOMT CMBS held as of June 30, 2025 was comprised of a small-balance commercial loan securitization issuance in which the Company participated.

(2) Includes Commercial Loans, AOMT commercial mortgage backed securities (“CMBS”) assets, and loans held for sale.

All AOMT CMBS held as of September 30, 2025 was comprised of a small-balance commercial loan securitization issuance in which the Company participated.

(3) Only the portion subject to fair value measurement, as adjusted for fair value, is presented above.

7 unchanged sentences

Accordingly, a significant increase or decrease in any of these inputs in isolation may result in a significantly lower or higher fair value measurement.

Angel Oak Mortgage REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

The following table sets forth information regarding the Company’s significant Level 3 inputs as of June 30, 2025:

Asset Fair Value Unobservable Input Range Average

(in thousands)

Residential mortgage loans, at fair value $ 1,622 Prepayment rate (annual CPR) 13 % - 13 %

Default rate 15 % - 15 %

Loss severity ( 25.00 )% - 10.00 %

Expected remaining life 1.33 - 4.08 years

Residential mortgage loans in securitization trust, at fair value $ 29,970 Prepayment rate (annual CPR) 5.51 % - 22.76 %

Default rate 7.36 % - 39.21 %

Loss severity ( 25.00 )% - 25.00 %

Expected remaining life 1.33 - 11.82 years

Assets and Liabilities Held at Amortized Cost — Fair Value Disclosure

1 unchanged sentence

To determine the fair value of the Company’s non-recourse securitization obligation, collateralized by residential mortgage loans, net, held at amortized cost, the Company uses the same method of valuation as described in the Annual Report on Form 10-K, Note 10 — Fair Value Measurements for both the portion of the obligation measured at fair value and the portion of the obligation held at amortized cost, for which fair value is disclosed below.

As of June 30, 2025, the total amortized cost basis and fair value of our non-recourse securitization obligations was $ 1.79 billion and $ 1.71 billion, respectively, a difference of approximately $ 80.3 million (we have elected to hold our non-recourse securitization obligations at fair value, with the exception of AOMT 2021-7 and AOMT 2021-4, which are carried at amortized cost, as the fair value option was not elected at the time of the creation of these obligations).

Angel Oak Mortgage REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

As of September 30, 2025, the total amortized cost basis and fair value of our non-recourse securitization obligations was $ 1.73 billion and $ 1.67 billion, respectively, a difference of approximately $ 57.1 million (we have elected to hold our non-recourse securitization obligations at fair value, with the exception of AOMT 2021-7 and AOMT 2021-4, which are carried at amortized cost, as the fair value option was not elected at the time of the creation of these obligations).

The difference between the amortized cost and fair value solely attributable to AOMT 2021-4 and 2021-7 is approximately $ 52.8 million.

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We believe that these quotes are most reflective of the price that would be achieved if the bonds were sold to an independent third party on the date of the condensed consolidated financial statements.

The amortized cost and fair value of this investment as of June 30, 2025 was approximately $ 21.0 million and $ 16.9 million, respectively.

The amortized cost and fair value of this investment as of September 30, 2025 was approximately $ 21.2 million and $ 17.2 million, respectively.

The amortized cost and fair value of these investments as of December 31, 2024 was approximately $ 20.6 million and $ 16.6 million, respectively.

29 unchanged sentences

Transfers between Level 2 and Level 3 were immaterial for the year ended December 31, 2024.

Angel Oak Mortgage REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

We use third‑party valuation firms who utilize proprietary methodologies to value our residential and commercial loans.

2 unchanged sentences

Accordingly, a significant increase or decrease in any of these inputs in isolation may result in a significantly lower or higher fair value measurement.

The following table sets forth information regarding the Company’s significant Level 3 inputs as of December 31, 2024:

Asset Fair Value Unobservable Input Range Average

(in thousands)

Residential mortgage loans in securitization trust, at fair value $ 32,074 Prepayment rate (annual CPR) 3.64 % - 19.83 %

Default rate 6.94 % - 42.76 %

Loss severity ( 23.04 )% - 16.94 %

Expected remaining life 1.33 - 5.92 years

Angel Oak Mortgage REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

Related Party Transactions

4 unchanged sentences

The residential mortgage loans are on residences located in various states with a concentration in California and Florida.

The following table sets forth certain financial information pertaining to whole loan activity purchased from affiliates during the period and year ended as of June 30, 2025 and December 31, 2024, respectively:

The following table sets forth certain financial information pertaining to whole loan activity purchased from affiliates during the period and year ended as of September 30, 2025 and December 31, 2024, respectively:

As of and for the Year-to-Date/Year Ended:

Amount of Loans Purchased from Affiliates during the Year-to-Date/Year Ended (in thousands) Number of Loans Purchased from Affiliates during the Year-to-Date/Year Ended Number of Loans Purchased from Affiliates, Owned and Held as of Year-to-Date/Year Ended (1) :

June 30, 2025 $ 82,757 194 31

September 30, 2025 $ 119,776 285 61

December 31, 2024 $ 255,368 558 83

5 unchanged sentences

The Company and the Operating Partnership have entered into an Amended and Restated Management Agreement with the Manager, dated as of May 1, 2024 (the “Management Agreement”).

On October 1, 2025, the Company, the Operating Partnership, and the Manager, entered into a new management agreement (the “New Management Agreement”) to supersede and replace in its entirety the Management Agreement.

Per the Management Agreement, on a quarterly basis in arrears, the Company shall pay its Manager an aggregate, fixed management fee equal to 1.5 % per annum of the Company’s Equity (as defined in the Management Agreement).

The New Management Agreement did not modify any provisions relating to the management fee or its calculation provided for in the Management Agreement.

Incentive Fee

Under the Management Agreement, the Manager is also entitled to an incentive fee, which is calculated and payable in cash with respect to each calendar quarter (or part thereof that the Management Agreement is in effect) in arrears in an amount, not less than zero , equal to the excess of (1) the product of (a) 15 % and (b) the excess of (i) the Company’s Distributable Earnings (as defined in the Management Agreement) for the previous 12 -month period, over (ii) the product of (A) the Company’s Equity in the previous 12-month period, and (B)

Angel Oak Mortgage REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

8 % per annum, over (2) the sum of any incentive fee earned by the Manager with respect to the first three calendar quarters of such previous 12-month period.

To date, the incentive fee has not been earned.

To date, no incentive fee has been earned.

The New Management Agreement did not modify any provisions relating to the incentive fee or its calculation provided for in the Management Agreement.

Operating Expense Reimbursements

The Company is also required to pay the Manager reimbursements for certain general and administrative expenses pursuant to the Management Agreement.

The New Management Agreement continues to require the Company to pay the Manager reimbursements for certain general and administrative expenses.

Accrued expenses payable to affiliate and operating expenses incurred with affiliate are substantially comprised of payroll reimbursements.

Angel Oak Mortgage REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

Commitments and Contingencies

The Company, from time to time, may be party to litigation relating to claims arising in the normal course of business.

As of June 30, 2025, the Company was not aware of any legal claims that could materially impact its financial condition.

As of June 30, 2025, the Company had no unfunded commitments.

As of September 30, 2025, the Company was not aware of any legal claims that could materially impact its financial condition.

As of September 30, 2025, the Company had no unfunded commitments.

The Company has entered into forward purchase commitments with counterparties whereby the Company commits to purchasing residential mortgage loans at a particular price, provided the residential mortgage loans close with the counterparties.

As of June 30, 2025 the Company had total purchase commitments of $ 181.0 million related to both Angel Oak Mortgage Lending and third parties.

As of September 30, 2025 the Company had total purchase commitments of $ 186.8 million related to both Angel Oak Mortgage Lending and third parties.

These commitments represent off-balance sheet risk where the Company may be required to extend credit.

1 unchanged sentence

Accumulated Other Comprehensive Income (Loss)

The following table sets forth the net unrealized gain/(loss) on available-for-sale (“AFS”) securities for the three and six months ended June 30, 2025 and 2024, which is the sole component of the changes in the Company’s Accumulated Other Comprehensive Income/(Loss) (“AOCI”) for the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30, 2025 Three Months Ended June 30, 2024

The following table sets forth the net unrealized gain/(loss) on available-for-sale (“AFS”) securities for the three and nine months ended September 30, 2025 and 2024, which is the sole component of the changes in the Company’s Accumulated Other Comprehensive Income/(Loss) (“AOCI”) for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30, 2025 Three Months Ended September 30, 2024

(in thousands)

2 unchanged sentences

AOCI balance, end of period $ ( 996 ) $ ( 441 )

Six Months Ended June 30, 2025 Six Months Ended June 30, 2024

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

(in thousands)

4 unchanged sentences

Notes to the Condensed Consolidated Financial Statements

The following table sets forth the detail of other assets included in the condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024:

June 30, 2025 December 31, 2024

The following table sets forth the detail of other assets included in the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024:

September 30, 2025 December 31, 2024

(in thousands)

4 unchanged sentences

Prepaid expenses 2,217 1,095

Loans held for sale 7,300 —

Protective advances and other assets 622 879

7 unchanged sentences

Commercial mortgage loans are measured at fair value.

As of June 30, 2025 and December 31, 2024, the cost and unpaid principal balance of the assets was $ 5.6 million and $ 5.6 million, with a fair value of $ 5.2 million and $ 5.2 million, respectively.

The weighted average interest rate was 6.23 % with a weighted average maturity of 11 years, as of June 30, 2025.

There were no commercial mortgage loans more than ninety (90) days past due or in foreclosure as of June 30, 2025 or December 31, 2024.

As of September 30, 2025 and December 31, 2024, the cost and unpaid principal balance of the assets was $ 5.5 million and $ 5.6 million, with a fair value of $ 5.2 million and $ 5.2 million, respectively.

The weighted average interest rate was 6.23 % with a weighted average maturity of 10 years, as of September 30, 2025.

There were no commercial mortgage loans more than ninety (90) days past due or in foreclosure as of September 30, 2025 or December 31, 2024.

Commercial Mortgage Backed Securities

CMBS are held at fair value.

As of June 30, 2025 and December 31, 2024, the cost of these assets were $ 5.8 million and $ 6.1 million, with a fair value of $ 5.3 million and $ 5.6 million, respectively.

There was no repurchase debt held against these assets at June 30, 2025 or December 31, 2024.

During the three and six-months ended June 30, 2025, the Company issued and sold 215,622 shares of its common stock through an at-the-market equity offering program (the “ATM Program”) for proceeds of $ 2.2 million, net of commissions and fees.

As of September 30, 2025 and December 31, 2024, the cost of these assets were $ 5.5 million and $ 6.1 million, with a fair value of $ 4.9 million and $ 5.6 million, respectively.

There was no repurchase debt held against these assets at September 30, 2025 or December 31, 2024.

Loans Held for Sale

As of September 30, 2025, loans held for sale were $ 7.3 million and were the result of the Company in conjunction with the Company’s affiliates exercised call rights on the AOMT 2019-2 and AOMT 2019-4 securitizations and subsequent re-securitization of the underlying loans in AOMT 2025-R1 during September 2025.

Loans held for sale consist of non-performing loans that are classified as held for sale and recorded in other assets.

See Note 4 - Investment Securities and Note 8 — Fair Value Measurements .

During the three and nine-months ended September 30, 2025, the Company issued and sold 1,061,578 and 1,277,200 shares, respectively, of its common stock through its at-the-market equity offering program (the “ATM Program”) resulting in proceeds of $ 10.1 million and $ 12.3 million, respectively, net of commissions and fees.

These shares of common stock were issued in SEC registered transactions off the Company’s shelf registration statement.

Per the terms of our ATM Program, we may offer and sell shares of our common stock having an aggregate gross proceeds of up to $ 75.0 million from time to time.

Per the terms of our ATM Program, we may offer and sell shares of our common stock having an aggregate gross proceeds of up to $ 75.0 million from time to time, of which $ 60.2 million is available.

Earnings per Share (“EPS”)

In the calculations of basic and diluted earnings per common share for the three and six months ended June 30, 2025 and 2024, the Company included participating securities, which are certain equity awards that have non-forfeitable dividend participation rights.

In the calculations of basic and diluted earnings per common share for the three and nine months ended September 30, 2025 and 2024, the Company included participating securities, which are certain equity awards that have non-forfeitable dividend participation rights.

Dividends and undistributed earnings allocated to participating securities under the basic and diluted earnings per share calculations require specific shares to be included that may differ in certain circumstances.

1 unchanged sentence

Notes to the Condensed Consolidated Financial Statements

The following table sets forth the calculation of basic and diluted earnings per share for the three months ended June 30, 2025 and 2024:

June 30, 2025 June 30, 2024

The following table sets forth the calculation of basic and diluted earnings per share for the three months ended September 30, 2025 and 2024:

September 30, 2025 September 30, 2024

(in thousands, except share and per share data)

13 unchanged sentences

Diluted earnings (loss) per common share $ 0.46 $ 1.29

The following table sets forth the calculation of basic and diluted earnings per share for the six months ended June 30, 2025 and 2024:

June 30, 2025 June 30, 2024

The following table sets forth the calculation of basic and diluted earnings per share for the nine months ended September 30, 2025 and 2024:

September 30, 2025 September 30, 2024

(in thousands, except share and per share data)

13 unchanged sentences

Diluted earnings (loss) per common share $ 1.36 $ 1.76

Angel Oak Mortgage REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

Subsequent Events

On August 5, 2025, the Company declared a dividend of $ 0.32 per share of common stock, to be paid on August 29, 2025 to common stockholders of record as of August 22, 2025.

On October 1, 2025, the Company, the Operating Partnership, and the “Manager, entered into the New Management Agreement to supersede and replace in its entirety the Management Agreement.

The New Management Agreement 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”).

The New Management Agreement is substantially and economically similar to the Management Agreement.

On October 6, 2025, the Company and one of its subsidiaries entered into a $ 200.0 million repurchase facility with a global investment bank (“Global Investment Bank 4”) through the execution of a Master Repurchase Agreement and Securities Contract (the “Master Repurchase Agreement”).

The amount expected to be advanced by Global Investment Bank 4 is generally in line with other similar agreements that the Company has entered into.

Additionally, the rates, terms, events of default, and remedies for such events of default contained within the Master Repurchase Agreement are generally in line with other similar agreements that the Company has entered into.

The interest rate is equal to the sum of (1) a spread of 1.60 %, and (2) Term SOFR.

The Company is subject to various financial and other covenants, including those relating to (1) declines in tangible net worth;

(2) a maximum ratio of indebtedness to tangible net worth;

and (3) minimum liquidity.

The Master Repurchase Agreement expires on October 6, 2027, unless terminated earlier pursuant to the terms of the Master Repurchase Agreement.

On October 10, 2025, the Company amended the Pricing Side Letter of its loan financing facility with Global Investment Bank 2.

The interest rate pricing spread was updated from a range of 1.75 % to 3.35 % to a range of 1.65 % to 2.40 %, based on collateral type, loan status, dwell time and other factors.

On October 14, 2025, the Company issued AOMT 2025-10, an approximately $ 274.3 million scheduled unpaid principal balance securitization backed by a pool of residential mortgage loans.

The Company issued AOMT 2025-10 as the sole contributor in the securitization.

The Company used the proceeds to repay outstanding debt of approximately $ 237.4 million, and the $ 22.1 million of cash released is planned to be used for new loan purchases and operational purposes.

On November 6, 2025, the Company declared a dividend of $ 0.32 per share of common stock, to be paid on November 26, 2025 to common stockholders of record as of November 18, 2025.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements