Item 1.01 Entry into a Material Definitive Agreement.
On October 6, 2025, Angel Oak Mortgage REIT, Inc. (the "Company") and its subsidiary, AOMR TRS SPE II, LLC (the "subsidiary"), 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") among the Subsidiary, as seller, the Company, as guarantor, and Global Investment Bank 4, as buyer. Pursuant to the Master Repurchase Agreement, the Subsidiary may sell certain securities to Global Investment Bank 4 representing whole loan assets and later repurchase such securities from Global Investment Bank 4. The Master Repurchase Agreement expires on October 6, 2027, unless terminated earlier pursuant to the terms of 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 or one of its subsidiaries has entered into, which is a percentage of the unpaid principal balance, market value or acquisition price of the asset depending on the type of underlying asset. Similarly, the interest rate on any outstanding balance under the Master Repurchase Agreement that the Subsidiary is required to pay Global Investment Bank 4 is generally in line with other similar agreements that the Company or one of its subsidiaries has entered into, where the interest rate is equal to the sum of (1) a spread of 1.60%, and (2) Term SOFR. Additionally, Global Investment Bank 4 is under no obligation to purchase the securities we offer to sell to them.
The obligations of the Subsidiary under the Master Repurchase Agreement are guaranteed by the Company pursuant to a Guaranty (the "Guaranty") executed contemporaneously with the Master Repurchase Agreement. In addition, and similar to other repurchase agreements that the Company has entered into, 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.
In addition, the Master Repurchase Agreement and Guaranty contain events of default (subject to certain materiality thresholds and grace periods), including payment defaults, breaches of covenants and/or certain representations and warranties, cross-defaults, insolvency and other events of default customary for this type of transaction. The remedies for such events of default are also customary for this type of transaction and include the acceleration of the amounts outstanding under the Master Repurchase Agreement and Global Investment Bank 4's right to liquidate the purchased securities then subject to the Master Repurchase Agreement.
The Subsidiary is also required to pay certain customary fees to Global Investment Bank 4 and to reimburse Global Investment Bank 4 for certain costs and expenses incurred in connection with Global Investment Bank 4's management and ongoing administration of the Master Repurchase Agreement.
A copy of the Master Repurchase Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference. A copy of the Guaranty is attached hereto as Exhibit 10.2 and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.