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Maryland
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37-1892154
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(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
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Large accelerated filer ☐
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Accelerated filer ☒
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Non-accelerated filer ☐
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Smaller reporting company ☒
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Emerging growth company ☐
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| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 4 | | | |
| | | | | 5 | | | |
| | | | | 7 | | | |
| | | | | 8 | | | |
| | | | | 13 | | | |
| | | | | 15 | | | |
| | | | | 22 | | | |
| | | | | 44 | | | |
| | | | | 46 | | | |
| | | | | 46 | | | |
| | | | | 46 | | | |
| | | | | 47 | | |
| | |
Shares of Common
Stock Beneficially Owned Prior to the Offering |
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Number of Shares
Being Offered Hereby (Maximum Number) That May Be Sold |
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Shares of Common
Stock Beneficially Owned After Sale of the Maximum Number of Shares |
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Name of Selling Stockholder
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Number of
Shares |
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Percent of
Common Stock Outstanding |
| |
Number of
Shares |
| |
Percent of
Common Stock Outstanding |
| ||||||||||||||||||
Xylem Finance LLC(1)
|
| | | | 7,389,791 | | | | | | 29.6% | | | | | | 7,304,360 | | | | | | 85,431 | | | | | | * | | |
NHTV Atlanta Holdings LP(2)
|
| | | | 5,172,061 | | | | | | 20.7% | | | | | | 5,172,061 | | | | | | — | | | | | | — | | |
CPPIB Credit Investments Inc.(3)
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| | | | 2,105,263 | | | | | | 8.4% | | | | | | 2,105,263 | | | | | | — | | | | | | — | | |
Sreeniwas Prabhu(4)
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| | | | 356,521 | | | | | | 1.4% | | | | | | 25,732 | | | | | | 330,789 | | | | | | 1.3% | | |
Michael Fierman(5)
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| | | | 381,521 | | | | | | 1.5% | | | | | | 25,732 | | | | | | 355,789 | | | | | | 1.4% | | |
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SEC Registration Fee
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| | | $ | 26,070 | | |
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Printing Expenses
|
| | | | * | | |
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Accounting Fees and Expenses
|
| | | | * | | |
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Legal Fees and Expenses
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| | | | * | | |
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Miscellaneous Expenses
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| | | | * | | |
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Total
|
| | | $ | * | | |
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Exhibit
Number |
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Description
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| 1.1* | | | Form of Underwriting Agreement | |
| 4.1 | | | Articles of Amendment and Restatement of Angel Oak Mortgage REIT, Inc. (incorporated by reference to Exhibit 3.1 of Angel Oak Mortgage REIT, Inc.’s Current Report on Form 8-K filed on June 23, 2021) | |
| 4.2 | | | Articles of Amendment of Angel Oak Mortgage REIT, Inc., effective as of March 10, 2023 (incorporated by reference to Exhibit 3.1 of Angel Oak Mortgage REIT, Inc.’s Current Report on Form 8-K filed on March 2, 2023) | |
| 4.3 | | | Third Amended and Restated Bylaws of Angel Oak Mortgage REIT, Inc., effective as of March 10, 2023 (incorporated by reference to Exhibit 3.2 of Angel Oak Mortgage REIT, Inc.’s Current Report on Form 8-K filed on March 2, 2023) | |
| 5.1 | | | | |
| 8.1 | | | | |
| 23.1 | | | | |
| 23.2 | | | | |
| 23.3 | | | |
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Exhibit
Number |
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Description
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| 24.1 | | | | |
| 107.1 | | | |
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Signature
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Title
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Date
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/s/ SREENIWAS PRABHU
Sreeniwas Prabhu
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Chief Executive Officer and President
(Principal Executive Officer) |
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June 27, 2024
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/s/ BRANDON R. FILSON
Brandon R. Filson
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Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer) |
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June 27, 2024
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/s/ MICHAEL A. FIERMAN
Michael A. Fierman
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| | Director, Chairperson of the Board | | |
June 27, 2024
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/s/ EDWARD M. CUMMINGS
Edward M. Cummings
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| | Director | | |
June 27, 2024
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/s/ CRAIG B. JONES
Craig B. Jones
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| | Director | | |
June 27, 2024
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/s/ NOELLE J. SAVARESE
Noelle Savarese
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| | Director | | |
June 27, 2024
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/s/ WESLEY D. MINAMI
Wesley D. Minami
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| | Director | | |
June 27, 2024
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/s/ JONATHAN S. MORGAN
Jonathan S. Morgan
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| | Director | | |
June 27, 2024
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Signature
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Title
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Date
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/s/ LANDON D. PARSONS
Landon D. Parsons
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| | Director | | |
June 27, 2024
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/s/ VIKRAM G. SHANKAR
Vikram G. Shankar
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| | Director | | |
June 27, 2024
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