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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 19, 2023

Angel Oak Mortgage REIT, Inc.
(Exact name of registrant as specified in its charter)
Maryland
001-40495
37-1892154
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)

3344 Peachtree Road Northeast, Suite 1725, Atlanta, Georgia 30326
(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (404) 953-4900

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.01 par value per shareAOMRNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐




Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.

On October 18, 2023, the Board of Directors (the “Board”) of Angel Oak Mortgage REIT, Inc. (the “Company”) appointed Noelle J. Savarese as a director, effective October 18, 2023, with a term expiring at the 2024 annual meeting of the Company’s stockholders. Ms. Savarese fills a vacant seat which was created due to the resignation of a previous Board member in July 2023. The Board has determined that Ms. Savarese is “independent” under the corporate governance standards of the New York Stock Exchange.

Ms. Savarese will receive compensation for her service as a non-employee director in accordance with the Company’s annual director compensation program, as described under the heading “Corporate Governance Matters – Director Compensation” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 6, 2023, on a prorated basis with respect to the cash retainer and compensation. Ms. Savarese has also entered into an indemnification agreement in substantially the same form as the indemnification agreement filed as Exhibit 10.24 to the Company’s Registration Statement on Form S-11 (File No. 333-256301) filed with the SEC on June 8, 2021. In connection with Ms. Savarese’s appointment to the Board, the Board appointed Ms. Savarese to serve as a member of the Affiliated Transactions and Risk Committee and as a member of the Audit Committee of the Board.

There are no arrangements or understandings between Ms. Savarese and any other persons pursuant to which Ms. Savarese was selected as a director, and there have been no transactions since the beginning of the Company’s last fiscal year, or that are currently proposed, regarding Ms. Savarese that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01    Financial Statements and Exhibits.
(d)    Exhibits
Exhibit No.
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 19, 2023
ANGEL OAK MORTGAGE REIT, INC.
By: /s/ Brandon Filson
Name: Brandon Filson
Title: Chief Financial Officer and Treasurer


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Oct. 19, 2023
Cover [Abstract]  
Entity Central Index Key 0001766478
Amendment Flag false
Document Type 8-K
Document Period End Date Oct. 19, 2023
Entity Registrant Name Angel Oak Mortgage REIT, Inc.
Entity Incorporation, State or Country Code MD
Entity File Number 001-40495
Entity Tax Identification Number 37-1892154
Entity Address, Address Line One 3344 Peachtree Road Northeast
Entity Address, Address Line Two Suite 1725
Entity Address, City or Town Atlanta
Entity Address, State or Province GA
Entity Address, Postal Zip Code 30326
City Area Code 404
Local Phone Number 953-4900
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, $0.01 par value per share
Trading Symbol AOMR
Security Exchange Name NYSE
Entity Emerging Growth Company false
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