Material Event Form 8 K

On July 18, 2024, Angel Oak Mortgage REIT, Inc., a Maryland corporation (the "Company"), Angel Oak Mortgage Operating Partnership, LP, a Delaware limited partnership (the "Guarantor"), and Falcons I, LLC, a Delaware limited liability company and the Company's external manager (the "Manager"), entered into an underwriting agreement (the "Underwriting Agreement") with RBC Capital Markets, LLC, UBS Securities LLC, Wells Fargo Securities, LLC and Piper Sandler & Co., as representatives of the several underwriters named therein, with respect to the underwritten public offering of $50.0 million aggregate principal amount of the Company's 9.500% Senior Notes due 2029 (the "Notes"), which will be fully and unconditionally guaranteed by the Guarantor. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Notes will be issued pursuant to an indenture (the "Base Indenture") by and among the Company, the Guarantor and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), as supplemented by a first supplemental indenture (the "Supplemental Indenture"), by and among the Company, the Guarantor and the Trustee, each to be dated as of July 25, 2024. The Base Indenture and the Supplemental Indenture will be filed with the Securities and Exchange Commission (the "Commission") on a subsequent Current Report on Form 8-K.

The Notes are being offered pursuant to an effective shelf registration statement filed with the Commission on June 27, 2024 (Registration Nos. 333-280531 and 333-280531-01), which was declared effective by the Commission on July 9, 2024, a base prospectus, dated July 9, 2024, and a prospectus supplement, dated July 18, 2024, filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.

The Company estimates that the net proceeds from the offering will be approximately $47.7 million, after deducting the underwriting discount and estimated offering expenses payable by the Company. The Company intends to use the majority of the net proceeds from the offering for general corporate purposes, which may include the acquisition of non-qualified residential mortgage loans and other target assets primarily sourced from its affiliated proprietary mortgage lending platform or other target assets through the secondary market in a manner consistent with the Company's strategy and investment guidelines. Additionally, the Company intends to use the net proceeds from the offering to repurchase approximately 1,707,922 shares of the Company's common stock owned by Xylem Finance LLC, an affiliate of Davidson Kempner Capital Management LP, for an aggregate repurchase price of approximately $20.0 million.