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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 001-40495

Angel Oak Mortgage REIT, Inc.

(Exact name of registrant as specified in its charter)


Maryland									37-1892154
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)

3344 Peachtree Road Northeast, Suite 1725, Atlanta, Georgia 30326

(Address of Principal Executive Offices and Zip Code)

404-953-4900

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	AOMR	New York Stock Exchange
9.500% Senior Notes due 2029	AOMN	New York Stock Exchange
9.750% Senior Notes due 2030	AOMD	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had 24,914,035 shares of common stock, $0.01 par value per share, outstanding as of November 6, 2025.

ANGEL OAK MORTGAGE REIT, INC.

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS


Part I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)			2
Condensed Consolidated Balance Sheets			2
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)			3
Condensed Consolidated Statements of Changes in Stockholders’ Equity			4
Condensed Consolidated Statements of Cash Flows			6
Notes to the Condensed Consolidated Financial Statements			8
Note 1. Organization and Basis of Presentation			8
Note 2. Variable Interest Entities			10
Note 3. Residential Mortgage Loans			11
Note 4. Investment Securities			12
Note 5. Financing			14
Note 6. Due to Broker			17
Note 7 . Derivative Financial Instruments			17
Note 8 . Fair Value Measurements			19
Note 9 . Related Party Transactions			23
Note 1 0 . Commitments and Contingencies			24
Note 1 1 . Accumulated Other Comprehensive Income (Loss)			24
Note 1 2 . Other Assets			25
Note 1 3 . Equity			25
Note 1 4 . Earnings per Share (“EPS”)			25
Note 1 5 . Subsequent Events			27
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			28
Item 3. Quantitative and Qualitative Disclosures About Market Risk			64
Item 4. Controls and Procedures			65

Part II. Other Information
Item 1. Legal Proceedings			65
Item 1A. Risk Factors			65
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			65
Item 3. Defaults Upon Senior Securities			65
Item 4. Mine Safety Disclosures			65
Item 5. Other Information			65
Item 6. Exhibits			66

Signatures			67

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Angel Oak Mortgage REIT, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except for share data)


	As of:
	September 30, 2025		December 31, 2024
ASSETS
Residential mortgage loans - at fair value	$	425,775	$	183,064
Residential mortgage loans in securitization trusts - at fair value	1,862,330		1,696,995
RMBS - at fair value	235,024		300,243

Cash and cash equivalents	51,598		40,762
Restricted cash	1,833		2,131
Principal and interest receivable	14,781		8,141

TBA securities and interest rate futures contracts - at fair value	1,944		1,515
Other assets	44,825		36,918
Total assets	$	2,638,110	$	2,269,769

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Notes payable	$	342,608	$	129,459
Non-recourse securitization obligation, collateralized by residential mortgage loans in securitization trusts (see Note 2)	1,726,657		1,593,612
Securities sold under agreements to repurchase	54,041		50,555
Senior unsecured notes	88,795		47,740
TBA securities and interest rate futures contracts - at fair value	1,309		—
Due to broker	153,819		201,994

Accrued expenses	1,952		2,291
Accrued expenses payable to affiliate	588		766
Interest payable	2,173		934
Income taxes payable	163		2,785
Management fee payable to affiliate	1,840		666
Total liabilities	$	2,373,945	$	2,030,802



STOCKHOLDERS' EQUITY

Common stock, $0.01 par value. As of September 30, 2025: 350,000,000 shares authorized, 24,914,035 shares issued and outstanding. As of December 31, 2024: 350,000,000 shares authorized, 23,500,175 shares issued and outstanding.	$	249	$	234
Additional paid-in capital	474,154		461,057
Accumulated other comprehensive income (loss)	(996)		(3,475)
Retained earnings (deficit)	(209,242)		(218,849)
Total stockholders' equity	$	264,165	$	238,967
Total liabilities and stockholders' equity	$	2,638,110	$	2,269,769

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

Angel Oak Mortgage REIT, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

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


	Three Months Ended				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
INTEREST INCOME, NET
Interest income	$	36,659	$	27,444	$	104,620	$	78,558
Interest expense	26,479		18,424		74,414		51,495
NET INTEREST INCOME	$	10,180	$	9,020	$	30,206	$	27,063

REALIZED AND UNREALIZED GAINS (LOSSES), NET
Net realized gain (loss) on mortgage loans, derivative contracts, RMBS, and CMBS	$	(6,557)	$	(6,335)	$	(12,238)	$	(14,527)
Net unrealized gain (loss) on trading securities, mortgage loans, portion of debt at fair value option, and derivative contracts	11,280		35,172		26,329		48,514
TOTAL REALIZED AND UNREALIZED GAINS (LOSSES), NET	$	4,723	$	28,837	$	14,091	$	33,987

EXPENSES
Operating expenses	$	1,117	$	1,541	$	3,653	$	5,282
Operating expenses incurred with affiliate	510		472		1,379		1,444

Stock compensation	398		604		930		1,864
Securitization costs	—		—		1,866		1,583
Management fee incurred with affiliate	1,161		1,204		3,454		3,810
Total operating expenses	$	3,186	$	3,821	$	11,282	$	13,983

INCOME (LOSS) BEFORE INCOME TAXES	$	11,717	$	34,036	$	33,015	$	47,067
Income tax expense (benefit)	307		2,832		307		3,261


NET INCOME (LOSS) ALLOCABLE TO COMMON STOCKHOLDERS	$	11,410	$	31,204	$	32,708	$	43,806
Other comprehensive income (loss)	3,665		2,706		2,479		4,534
TOTAL COMPREHENSIVE INCOME (LOSS)	$	15,075	$	33,910	$	35,187	$	48,340

Basic earnings (loss) per common share	$	0.49	$	1.31	$	1.40	$	1.79
Diluted earnings (loss) per common share	$	0.46	$	1.29	$	1.36	$	1.76

Weighted average number of common shares outstanding:
Basic	23,043,587		23,757,039		23,320,200		24,445,105
Diluted	24,560,881		24,079,247		24,014,840		24,778,465

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

Angel Oak Mortgage REIT, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

(in thousands)


	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 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 unvested performance shares	—		—		—		(45)		(45)
Stock compensation	—		398		—		—		398
Unrealized gain (loss) on RMBS and CMBS	—		—		3,665		—		3,665
Net income (loss)	—		—		—		11,410		11,410
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 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)

Stock compensation	—		604		—		—		604
Unrealized gain (loss) on RMBS and CMBS	—		—		2,706		—		2,706
Net income (loss)	—		—		—		31,204		31,204
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.

Angel Oak Mortgage REIT, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

(in thousands)


	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	$	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 unvested performance shares	—		—		—		(137)		(137)
Stock compensation	—		930		—		—		930
Unrealized gain (loss) on RMBS and CMBS	—		—		2,479		—		2,479
Net income (loss)	—		—		—		32,708		32,708
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)

Stock compensation	—		1,864		—		—		1,864
Unrealized gain (loss) on RMBS and CMBS	—		—		4,534		—		4,534
Net income (loss)	—		—		—		43,806		43,806
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.

Angel Oak Mortgage REIT, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)


	Nine Months Ended
	September 30, 2025		September 30, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	32,708	$	43,806
Adjustments to reconcile net income (loss) to net cash provided or (used in) operating activities:
Net realized (gain) loss on mortgage loans, derivative contracts, RMBS, and CMBS	12,238		14,527
Net unrealized (gain) loss on trading securities, mortgage loans, portion of debt at fair value option, and derivative contracts	(26,329)		(48,514)
Amortization of debt issuance costs	559		246
Net amortization of premiums and discounts on mortgage loans	2,754		1,989
Accretion of non-recourse securitized obligation discount	3,278		3,455
Accretion of discount on U.S. Treasury securities	(61)		(548)
Stock compensation	930		1,864
Purchases of residential mortgage loans from affiliates	(119,776)		(182,200)
Purchases of residential mortgage loans from non-affiliates	(523,547)		(243,634)
Sale of residential mortgage loans	1,279		3,118
Sale of residential mortgage loans into affiliate's securitization trust	83,669		66,107
Principal payments on residential mortgage loans	29,390		15,475
Principal payments on residential mortgage loans in securitization trusts	172,156		122,311
Net change in:
Margin (paid) received from interest rate futures contracts and TBAs	(7,559)		4,618
Principal and interest receivable on residential mortgage loans	(6,640)		868
Other assets	(8,640)		(1,461)
Management fee payable to affiliate	1,174		(1,367)
Accrued expenses	(430)		1,015
Accrued expenses payable to affiliate	(223)		(91)
Income tax payable	(2,622)		1,544
Interest payable	1,238		492
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	(354,454)		(196,380)

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

Angel Oak Mortgage REIT, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)


	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 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. Treasury securities	(74,939)		(349,595)
Investments in majority-owned affiliates	—		(2,253)
Principal payments on RMBS and CMBS securities	448		2,122
Maturities of U.S. Treasury securities	75,000		450,000



Principal payments on commercial mortgage loans	12		25
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES	20,885		86,040

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuances of common stock, net of expenses	12,182		2,252
Dividends paid to common stockholders	(22,964)		(23,514)
Principal payments on non-recourse securitization obligation	(172,156)		(122,070)
Cash paid for debt issuance costs	(666)		(1,013)
Proceeds from securitizations	269,915		274,793
Net proceeds from (payments on) securities sold under agreements to repurchase	3,486		(90,780)
Net proceeds from (payments on) notes payable	213,149		42,432
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

CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	10,538		235
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period	42,893		44,496
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period	$	53,431	$	44,731

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest	$	60,104	$	46,386

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

Angel Oak Mortgage REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

1. Organization and Basis of Presentation

Angel Oak Mortgage REIT, Inc. (together with its subsidiaries the “Company,” “we,” “our” or “us”) is a real estate finance company focused on acquiring and investing in first lien non-qualified residential mortgage (“non-QM”) loans and other mortgage‑related assets in the U.S. mortgage market. 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. The Company’s objective is to generate attractive risk‑adjusted returns for its stockholders, through cash distributions and capital appreciation, across interest rate and credit cycles.

The Company is a Maryland corporation incorporated on March 20, 2018. The Company achieves certain of its investment objectives by investing a portion of its assets in its wholly‑owned taxable REIT subsidiary, Angel Oak Mortgage REIT TRS, LLC, a Delaware limited liability company formed on March 21, 2018, which invests its assets in Angel Oak Mortgage Fund TRS, a Delaware statutory trust formed on June 15, 2018.

The Company’s common stock is traded on the New York Stock Exchange under the ticker symbol AOMR.

The Operating Partnership

On February 5, 2020, the Company formed Angel Oak Mortgage Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), through which substantially all of its assets are held and substantially all of its operations are conducted, either directly or through subsidiaries. The Company holds all of the limited partnership interests in the Operating Partnership and indirectly holds the sole general partnership interest in the Operating Partnership through the general partner, which is the Company’s wholly-owned subsidiary.

The Company’s Manager and REIT status

The Company is externally managed and advised by Falcons I, LLC (the “Manager”), a registered investment adviser with the Securities and Exchange Commission and an affiliate of Angel Oak Capital Advisors, LLC (“Angel Oak Capital”). The Company has elected to be taxed as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ended December 31, 2019.

Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with the instructions to Article 10-01 of Regulation S-X for interim financial statements. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States of America (“GAAP”) for complete financial statements. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report on Form 10-K”).

In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the results for the interim periods presented. Such operating results may not be indicative of the expected results for any other interim periods or the entire year. The condensed consolidated financial statements include the accounts of the Company and its wholly‑owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements requires the Company to make a number of significant estimates. These include estimates of fair value of certain assets and liabilities, amounts and timing of credit losses, prepayment rates, and other estimates that affect the reported amounts of certain assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of certain revenues and expenses during the reported periods. It is likely that changes in these estimates (e.g., fair value changes due to inputs and underlying assumptions as described in Note 8 — Fair Value Measurements, credit performance, prepayments, interest rates, or other reasons) will occur in the near term. The Company’s estimates are inherently subjective in nature and actual results could differ from the Company’s estimates and the differences could be material.

Angel Oak Mortgage REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Recent Accounting Pronouncements

The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”). There were no recent ASUs that are expected to have a significant impact on the Company's condensed consolidated financial statements when adopted or had a significant impact on the Company's condensed consolidated financial statements upon adoption.

Segment Reporting

Operating segments are defined as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The Company’s CODM is its Chief Executive Officer, Mr. Sreeniwas Prabhu. 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 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. Segment assets are reflected on the accompanying Balance Sheet as “total assets” and significant segment expenses are listed on the accompanying statement of operations.

Summary of Significant Accounting Policies

The Company’s summary of significant accounting policies as set forth in its Annual Report on Form 10-K remain unchanged.

Angel Oak Mortgage REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

2. Variable Interest Entities

Since its inception, the Company has utilized variable interest entities (“VIEs”) for the purpose of securitizing whole mortgage loans to obtain long-term non-recourse financing. The Company evaluates its interest in each VIE to determine if it is the primary beneficiary.

VIEs for Which the Company is the Primary Beneficiary

The Company entered into securitization transactions where it was determined that the Company has the power to direct the activities that most significantly impact the VIE’s economic performance. The Company was the sole entity to contribute residential whole mortgage loans to these securitization vehicles.

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 September 30, 2025 and December 31, 2024:


As of:	September 30, 2025			December 31, 2024
	($ in thousands)
Aggregate unpaid principal balance of residential whole loans sold	$	1,893,465		$	1,781,311
Fair value adjustment for residential mortgage loans in securitization trusts	(31,135)			(84,316)
Residential mortgage loans in securitization trusts, at fair value	$	1,862,330		$	1,696,995

Outstanding amount of Non-recourse securitization obligation, at amortized cost	$	1,730,940		$	1,630,083
Fair value adjustment for the portion of Non-recourse securitization obligation, at fair value option	(4,283)			(36,471)
Non-recourse securitization obligation, collateralized by residential mortgage loans in securitization trusts	$	1,726,657		$	1,593,612
Weighted average coupon rate for residential mortgage loans in securitization trusts	5.70		%	5.56		%
Weighted average fixed rate for Non-recourse securitization obligation issued	4.13		%	3.86		%


For the period ended:	September 30, 2025			December 31, 2024
	(in thousands)
Aggregate unpaid principal balance of residential whole loans sold, at deal date	$	2,611,290		$	2,326,980
Face amount of Non-recourse securitization obligation issued by the VIE and purchased by third-party investors, at deal date	$	2,464,868		$	2,194,774
Face amount of Senior Support Certificates received by the Company, at deal date	$	146,422		$	132,206
Cash received, at deal date	$	297,972		$	273,266

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. The holders of the securitized debt have no recourse to the general credit of the Company, but the Company does have the obligation, under certain circumstances, to repurchase assets from the VIE upon the breach of certain representations and warranties with respect to the residential whole loans sold to the VIE. In the absence of such a breach, the Company has no obligation to provide any other explicit or implicit support to any VIE.

Angel Oak Mortgage REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The Company concluded that the entities created to facilitate the loan securitization transactions are VIEs. The Company completed an analysis of whether each VIE created to facilitate the securitization transactions should be consolidated by the Company, based on consideration of its involvement in each VIE and whether its involvement reflected a controlling financial interest that resulted in the Company being deemed the primary beneficiary of each VIE. In determining whether the Company would be considered the primary beneficiary, the following factors were assessed:

• whether the Company has both the power to direct the activities that most significantly impact the economic performance of the VIE; and

• whether the Company has a right to receive benefits or absorb losses of the entity that could be potentially significant to the VIE.

Based on its evaluation of the factors discussed above, including its involvement in the purpose and design of the entity, the Company determined that it was required to consolidate each VIE created to facilitate the loan securitization transactions.

VIEs for Which the Company is Not the Primary Beneficiary

The Company sponsored or participated along with other affiliates and entities managed by Angel Oak Capital in the formation of various entities that were considered to be VIEs. These VIEs were formed to facilitate securitization issuances that were comprised of secured residential whole loans and/or small balance commercial loans contributed to securitization trusts.

These securities were issued as a result of the unconsolidated securitizations where the Company retained bonds from the issuances of securitizations issued by a depositor that the Company does not control. The Company determined that it was not then and is not now the primary beneficiary of any of these securitization entities, and thus has not consolidated the operating results or statements of financial position of any of these entities. 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 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.

3. 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 September 30, 2025 and December 31, 2024:


	September 30, 2025			December 31, 2024
	($ in thousands)
Cost	$	420,851		$	183,149

Unpaid principal balance	$	407,614		$	178,373
Net premium on mortgage loans purchased	13,237			4,776
Change in fair value	4,924			(85)
Fair value	$	425,775		$	183,064

Weighted average interest rate	7.98		%	7.39		%

Weighted average remaining contractual maturity (years)	29.5			30.0

Angel Oak Mortgage REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

At times, various forms of margin maintenance may be required by certain financing facility counterparties. 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 September 30, 2025 and December 31, 2024:


As of:	September 30, 2025		December 31, 2024
	($ in thousands)
Number of mortgage loans 90 or more days past due	1		—
Recorded investment in mortgage loans 90 or more days past due	$	497	$	—
Unpaid principal balance of loans 90 or more days past due	$	473	$	—

Number of mortgage loans in foreclosure	1		—
Recorded investment in mortgage loans in foreclosure	$	640	$	—
Unpaid principal balance of loans in foreclosure	$	623	$	—

4. Investment Securities

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”).

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)
AOMT RMBS	$	80,249	$	101,801
Whole Pool Agency RMBS	$	153,819	$	201,994

Angel Oak Mortgage REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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)
AOMT RMBS (1)

Mezzanine	$	13,246	$	(2,394)	$	10,852
Subordinate	56,382		(12,354)		44,028
Interest Only/Excess	10,258		—		10,258
Retained RMBS in VIEs (2)	—		(39,293)		(39,293)
Total AOMT RMBS	$	79,886	$	(54,041)	$	25,845




Whole Pool Agency RMBS (3)
Fannie Mae	$	126,970	$	—	$	126,970
Freddie Mac	28,168		—		28,168
Total Whole Pool Agency RMBS	$	155,138	$	—	$	155,138
Total RMBS	$	235,024	$	(54,041)	$	180,983

(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 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.

Angel Oak Mortgage REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The following table sets forth certain information about the Company’s investments in RMBS at fair value as of December 31, 2024:


December 31, 2024	Real Estate Securities at Fair Value		Securities Sold Under Agreements to Repurchase		Allocated Capital
	(in thousands)
AOMT RMBS (1)

Mezzanine	$	12,735	$	(5,440)	$	7,295
Subordinate	73,548		(19,829)		53,719
Interest Only/Excess	12,508		—		12,508
Retained RMBS in VIEs (2)	—		(25,286)		(25,286)
Total AOMT RMBS	$	98,791	$	(50,555)	$	48,236




Whole Pool Agency RMBS (3)
Fannie Mae	$	161,878	$	—	$	161,878
Freddie Mac	39,574		—		39,574
Total Whole Pool Agency RMBS	$	201,452	$	—	$	201,452
Total RMBS	$	300,243	$	(50,555)	$	249,688

(1) AOMT RMBS held as of December 31, 2024 included both retained tranches of AOMT securitizations in which the Company participated and additional AOMT securities purchased in secondary market transactions.

(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 $163.9 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 consolidated balance sheets.

(3) The whole pool RMBS presented as of December 31, 2024 were purchased from a broker to whom the Company owes approximately $202 million, payable upon the settlement date of the trade. See Note 6 - Due to Broker.

5. Financing

The Company has the ability to finance residential and commercial whole loans, utilizing lines of credit (notes payable) from various counterparties, as further described below. Outstanding borrowings bear interest at floating rates depending on the lending counterparty, the collateral pledged, and the rate in effect for each interest period, as the same may change from time to time at the end of each interest period. Some agreements include upfront fees, fees on unused balances, covenants and concentration limits on types of collateral pledged which vary based on the counterparty. 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 September 30, 2025 or December 31, 2024.

Angel Oak Mortgage REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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)	$	252,100	$	252,100	March 2026	Average Daily SOFR	1.65% - 2.10%	$	100,711
Global Investment Bank 2 (2)	143		143		March 2026	1 Month Term SOFR	1.75% - 3.35%	15,111
Global Investment Bank 3 (3)	90,365		90,365		September 2026	Compound SOFR	1.75% - 4.75%	13,637
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%.

(2) On March 28, 2024, the Company and two of its subsidiaries terminated the existing facility with Global Investment Bank 2 and the Company and two different subsidiaries entered into a new facility with Global Investment Bank 2 wherein the Company is guarantor, one of the subsidiaries is seller and Global Investment Bank 2 is buyer. This updated facility is extended through March 27, 2026. 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 September 30, 2025:

Angel Oak Mortgage REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)


Note Payable	Borrowing Capacity		Balance Outstanding		Available Financing
	(in thousands)
Multinational Bank 1	$	600,000	$	252,100	$	347,900
Global Investment Bank 2	250,000		143		249,857
Global Investment Bank 3	200,000		90,365		109,635
Total	$	1,050,000	$	342,608	$	707,392

Although available financing is uncommitted for each of these lines of credit, the Company’s unused borrowing capacity is available if it has eligible collateral to pledge and meets other borrowing conditions as set forth in the applicable agreements.

Senior Unsecured Notes

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)	Rate (4)
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 to9.50% 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.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Securities Sold Under Agreements to Repurchase

Transactions involving securities sold under agreements to repurchase are treated as collateralized financial transactions, and are recorded at their contracted repurchase amounts. 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 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)

($ in thousands)

AOMT RMBS (1)

54,041

5.92

December 31, 2024

Repurchase Agreements

Amount Outstanding

Weighted Average Interest Rate

Weighted Average Remaining Maturity (Days)

AOMT RMBS (1)

50,555

5.76

(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.

Although the transactions under repurchase agreements represent committed borrowings until maturity, the lenders retain the right to mark the underlying collateral at fair value. A reduction in the value of pledged assets would require the Company to provide additional collateral or fund margin calls.

6. 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.

7. Derivative Financial Instruments

In the normal course of business, the Company enters into derivative financial instruments to manage its exposure to market risk, including interest rate risk and prepayment risk on its whole loan investments. 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 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. Interest rate risk is sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations, as well as other factors. The Company’s credit risk with respect to economic hedges is the risk of default on its investments that result from a borrower’s or counterparty’s inability or unwillingness to make contractually required payments.

The Company may at times hold To-Be-Announced (“TBA”) securities in order to mitigate its interest rate risk on certain specified mortgage-backed securities. Amounts or obligations owed by or to the Company are subject to the right of set-off with the TBA counterparty. 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

(Unaudited)

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. All realized and unrealized gains and losses on derivative contracts are recognized in earnings, in “net realized gain (loss) on mortgage loans, derivative contracts, RMBS, and CMBS” for realized gains and losses, and “net unrealized gain (loss) on trading securities, mortgage loans, portion of debt at fair value option, and derivative contracts” for unrealized gains and losses.

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

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
As of:	Derivatives Not Designated as Hedging Instruments	Number of Contracts	Assets		Liabilities		Long Exposure		Short Exposure
			($ in thousands)
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 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 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)
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

(Unaudited)

8. Fair Value Measurements

For financial reporting purposes, we follow a fair value hierarchy established under GAAP that is used to determine the fair value of financial instruments. This hierarchy prioritizes relevant market inputs in order to determine an “exit price” at the measurement date, or the price at which an asset could be sold or a liability could be transferred in an orderly process that is not a forced liquidation or distressed sale. Level 1 inputs are observable inputs that reflect quoted prices for identical assets or liabilities in active markets. Level 2 inputs are observable inputs other than quoted prices for an asset or liability that are obtained through corroboration with observable market data. Level 3 inputs are unobservable inputs (e.g., our own data or assumptions) that are used when there is little, if any, relevant market activity for the asset or liability required to be measured at fair value.

In certain cases, inputs used to measure fair value fall into different levels of the fair value hierarchy. In such cases, the level at which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. Our assessment of the significance of a particular input requires judgment and considers factors specific to the asset or liability being measured.

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 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”

Angel Oak Mortgage REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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
	(in thousands)
Assets, at fair value
Residential mortgage loans	$	—	$	424,703	$	1,072	$	425,775
Residential mortgage loans in securitization trusts	—		1,835,074		27,256		1,862,330
Investments in securities
AOMT RMBS (1)	—		79,886		—		79,886
Whole Pool Agency RMBS	—		155,138		—		155,138
U.S. Treasury Securities	—		—		—		—
Other Assets, at fair value (2)	—		10,065		7,300		17,365
Unrealized appreciation on futures contracts	—		—		—		—
Unrealized appreciation on TBAs	—		—		—		—
Total assets, at fair value	$	—	$	2,504,866	$	35,628	$	2,540,494

Liabilities, at fair value
Non-recourse securitization obligation, collateralized by residential mortgage loans (3)	$	—	$	1,369,346	$	—	$	1,369,346
Unrealized depreciation on futures contracts	(1,944)		—		—		(1,944)
Unrealized depreciation on TBAs	1,309		—		—		1,309
Total liabilities, at fair value	$	(635)	$	1,369,346	$	—	$	1,368,711

(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. See below for the disclosure of the full debt at fair value.

Transfers from Level 2 to Level 3 were comprised of residential loans more than 90 days overdue (including those in foreclosure) and commercial mortgage loans in special servicing or otherwise considered “non‑performing” by the Company’s third‑party valuation providers. Transfers between Levels are deemed to take place on the first day of the reporting period in which the transfer has taken place. These transfers were not deemed material.

We use third‑party valuation firms who utilize proprietary methodologies to value our residential and commercial loans. These firms generally use both market comparable information and discounted cash flow modeling techniques to determine the fair value of our Level 3 assets. Use of these techniques requires determination of relevant input and assumptions, some of which represent significant unobservable inputs such as anticipated credit losses, prepayment rates, default rates, or other valuation assumptions. Accordingly, a significant increase or decrease in any of these inputs in isolation may result in a significantly lower or higher fair value measurement.

Assets and Liabilities Held at Amortized Cost — Fair Value Disclosure

Portion of Non-Recourse Securitization Obligations, Collateralized by Residential Mortgage Loans — Held at Amortized Cost

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.

Angel Oak Mortgage REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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. The difference between the amortized cost basis value and the fair value is derived from the difference between the period-end market pricing of the underlying bonds, as referred to above, and the amortized cost of the obligation. The fair value of the non-recourse securitization debt is not indicative of the amounts at which we could settle this debt.

As of December 31, 2024, the total amortized cost basis and fair value of our non-recourse securitization obligations was $1.65 billion and $1.52 billion, respectively, a difference of approximately $124.3 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). The fair value solely attributable to AOMT 2021-4 and 2021-7 is approximately $68.8 million less than the amortized cost. The difference between the amortized cost basis value and the fair value is derived from the difference between the period-end market pricing of the underlying bonds, as referred to above, and the amortized cost of the obligation. The fair value of the non-recourse securitization debt is not indicative of the amounts at which we could settle this debt.

Investments in Majority-Owned Affiliates

To determine the fair value of the Company’s investments in majority-owned affiliates, which are held at amortized cost and included in “other assets”, the Company uses the prices of the underlying bonds in the investments to determine fair value. The Company utilizes PriceServe, Bank of America’s independent fixed income pricing service, as the primary valuation source for these bonds. PriceServe obtains its price quotes from actual sales or quotes for sale of the same or similar securities and/or provides model‑based valuations that consider inputs derived from recent market activity including default rates, conditional prepayment rates, loss severity, expected yield to maturity, baseline discount margin/yield, recovery assumptions, tranche type, collateral coupon, age and loan size, and other inputs specific to each security. 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 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.

Angel Oak Mortgage REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The following table sets forth information about the Company’s financial assets and liabilities measured at fair value as of December 31, 2024:


	Level 1		Level 2		Level 3		Total
	(in thousands)
Assets, at fair value
Residential mortgage loans	$	—	$	183,064	$	—	$	183,064
Residential mortgage loans in securitization trusts	—		1,664,921		32,074		1,696,995
Investments in securities
AOMT RMBS (1)	—		98,791		—		98,791
Whole Pool Agency RMBS	—		201,452		—		201,452

Unrealized appreciation on futures contracts	987		—		—		987
Unrealized appreciation on TBAs	528		—		—		528
Other Assets, at fair value (2)	—		10,807		—		10,807
Total assets, at fair value	$	1,515	$	2,159,035	$	32,074	$	2,192,624

Liabilities, at fair value
Non-recourse securitization obligation, collateralized by residential mortgage loans (3)	$	—	$	1,524,828	$	—	$	1,524,828


Total liabilities, at fair value	$	—	$	1,524,828	$	—	$	1,524,828

(1) AOMT RMBS held as of December 31, 2024 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 CMBS assets. All AOMT CMBS held as of December 31, 2024 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. See below for the disclosure of the full debt at fair value.

All unrealized gains and losses arising from valuation changes in residential and commercial mortgage loans, TBAs, and futures contracts are recognized in net income for the periods presented.

Angel Oak Mortgage REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

9. Related Party Transactions

Residential Mortgage Loan Purchases

The Company has residential mortgage loan purchase agreements with various affiliates of the Company. The purchase price of the loans is generally equal to the outstanding principal of the mortgage, adjusted by a premium or discount, depending on market conditions. The Company purchases the mortgage loans on a servicing retained basis. 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 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):
September 30, 2025	$	119,776	285	61

December 31, 2024	$	255,368	558	83

(1) Excludes loans held in consolidated securitizations.

Securitization Transactions and Majority-Owned Affiliate

From time to time, the Company participates in securitization transactions with other affiliates of Angel Oak Capital. See Note 2 — Variable Interest Entities, “VIEs for Which the Company is Not the Primary Beneficiary” and Note 12 — Other Assets.

Management Fee

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) 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, 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

(Unaudited)

10. 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 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 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. As of December 31, 2024, the Company had total purchase commitments of $152.6 million related to both Angel Oak Mortgage Lending and third parties.

11. 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 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)
AOCI balance, beginning of period	$	(4,661)	$	(3,147)


Net unrealized gain/(loss) on AFS securities	3,665		2,706
AOCI balance, end of period	$	(996)	$	(441)


	Nine Months Ended September 30, 2025		Nine Months Ended September 30, 2024
	(in thousands)
AOCI balance, beginning of period	$	(3,475)	$	(4,975)


Net unrealized gain/(loss) on AFS securities	2,479		4,534
AOCI balance, end of period	$	(996)	$	(441)

Angel Oak Mortgage REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

12. Other Assets

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)
Investments in Majority-Owned Affiliates	$	21,164	$	20,680
Commercial Mortgage Loans, at fair value	5,196		5,214
CMBS, at fair value	4,869		5,593
Deferred tax asset	3,457		3,457
Prepaid expenses	2,217		1,095
Loans held for sale	7,300		—
Protective advances and other assets	622		879
Total other assets	$	44,825	$	36,918

Investments in Majority-Owned Affiliates

The Company has participated in securitization transactions which involved MOAs in which the Company received investments in each case proportional to its share of the unpaid principal balance of the residential whole loans contributed to the securitizations. The purpose of the MOAs is to retain and hold risk retention bonds issued by the securitization trust. Each MOA is a limited liability company and is accounted for as an equity method investment and held at amortized cost and tested for impairment at least annually utilizing undiscounted cash flows of the underlying bonds. See Note 8 — Fair Value Measurements.

Commercial Mortgage Loans

Commercial mortgage loans are measured at fair value. 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 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.

13. Equity

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, of which $60.2 million is available.

14. Earnings per Share (“EPS”)

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.

Angel Oak Mortgage REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

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)
Basic Earnings (Loss) per Common Share:
Net income (loss) to common stockholders	$	11,410	$	31,204
Dividends allocated to participating securities	(50)		(38)
Net income (loss) to common stockholders - basic	$	11,360	$	31,166
Basic weighted average common shares outstanding	23,043,587		23,757,039
Basic earnings (loss) per common share	$	0.49	$	1.31

Diluted Earnings (Loss) per Common Share:
Net income (loss) to common stockholders - basic	$	11,410	$	31,204
Dividends allocated to participating securities	(50)		(38)
Net income (loss) to common stockholders - diluted	$	11,360	$	31,166
Basic weighted average common shares outstanding	23,043,587		23,757,039
Net effect of dilutive equity awards	1,517,294		322,208
Diluted weighted average common shares outstanding	24,560,881		24,079,247
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 nine months ended September 30, 2025 and 2024:


	September 30, 2025		September 30, 2024
	(in thousands, except share and per share data)
Basic Earnings (Loss) per Common Share:
Net income (loss) to common stockholders	$	32,708	$	43,806
Dividends allocated to participating securities	(89)		(115)
Net income (loss) to common stockholders - basic	$	32,619	$	43,691
Basic weighted average common shares outstanding	23,320,200		24,445,105
Basic earnings (loss) per common share	$	1.40	$	1.79

Diluted Earnings (Loss) per Common Share:
Net income (loss) to common stockholders - basic	$	32,708	$	43,806
Dividends allocated to participating securities	(89)		(115)
Net income (loss) to common stockholders - diluted	$	32,619	$	43,691
Basic weighted average common shares outstanding	23,320,200		24,445,105
Net effect of dilutive equity awards	694,640		333,360
Diluted weighted average common shares outstanding	24,014,840		24,778,465
Diluted earnings (loss) per common share	$	1.36	$	1.76

Angel Oak Mortgage REIT, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

15. Subsequent Events

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.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s discussion and analysis of financial condition and results of operations is intended to help the reader understand the results of operations and financial condition of Angel Oak Mortgage REIT, Inc. The following should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto. References herein to our “Company,” “we,” “us,” or “our” refer to Angel Oak Mortgage REIT, Inc. and its subsidiaries including Angel Oak Mortgage Operating Partnership, LP (the “Operating Partnership”), through which we hold substantially all of our assets and conduct our operations. Unless otherwise indicated, the term “Angel Oak” refers collectively to Angel Oak Capital Advisors, LLC (“Angel Oak Capital”) and its affiliates, including Falcons I, LLC, our external manager (our “Manager”), Angel Oak Companies, LP (“Angel Oak Companies”), and the proprietary mortgage lending platform of affiliates Angel Oak Mortgage Solutions LLC (together with other non-operational affiliated originators, “Angel Oak Mortgage Lending”).

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve numerous risks and uncertainties. Our actual results may differ from our beliefs, expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements are not historical in nature and can be identified by words such as “anticipate,” “estimate,” “will,” “should,” “expect,” “believe,” “intend,” “seek,” “plan” and similar expressions or their negative forms, or by references to strategy, plans, or intentions. These forward-looking statements are subject to risks and uncertainties, including, among other things, those described under Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report on Form 10-K”). Other risks, uncertainties, and factors that could cause actual results to differ materially from those projected may be described from time to time in other reports we file with the Securities and Exchange Commission (the “SEC”). We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Factors that could have a material adverse effect on future results and performance relative to those set forth in or implied by the related forward-looking statements, as well as on our business, financial condition, liquidity, results of operations and prospects, include, but are not limited to:

•the effects of adverse conditions or developments in the financial markets and the economy, including as a result of the current U.S. government shutdown, upon our ability to acquire target assets such as non-qualified residential mortgage (“non-QM”) loans, particularly those sourced from Angel Oak’s proprietary mortgage lending platform, Angel Oak Mortgage Lending;

•the level and volatility of prevailing interest rates and credit spreads;

•changes in our industry, inflation, interest rates, business strategies, target assets, the debt or equity markets, the general economy (or in specific regions) or the residential real estate finance and real estate markets specifically;

•general volatility of the markets in which we invest;

•changes in the availability of attractive loans and other investment opportunities, including non-QM loans sourced from Angel Oak Mortgage Lending;

•the ability of our Manager to locate suitable investments for us, manage our portfolio, and implement our strategy;

•our ability to profitably execute securitization transactions;

•our ability to obtain and maintain financing arrangements on favorable terms, or at all;

•the adequacy of collateral securing our investments and a decline in the fair value of our investments;

•the timing of cash flows, if any, from our investments;

•the operating performance, liquidity, and financial condition of borrowers;

•increased rates of default and/or decreased recovery rates on our investments;

•changes in prepayment rates on our investments;

•the departure of any of the members of senior management of the Company, our Manager, or Angel Oak;

•the availability of qualified personnel;

•conflicts with Angel Oak, including our Manager and its personnel, including our officers, and entities managed by Angel Oak;

•events, contemplated or otherwise, such as acts of God, including hurricanes, wildfires, earthquakes, and other natural disasters, including those resulting from global climate change, pandemics, acts of war or terrorism, the initiation or escalation of military conflicts, and others that may cause unanticipated and uninsured performance declines, disruptions in markets, and/or losses to us or the owners and operators of the real estate securing our investments;

•the occurrence of certain geo-political events (including global trade disputes related to tariffs) that affect the normal and peaceful course of international relations;

•impact of and changes in governmental regulations, tax laws and rates, accounting principles and policies and similar matters;

•the level of governmental involvement in the U.S. mortgage market;

•future changes with respect to the Federal National Mortgage Association (“Fannie Mae”) or Federal Home Loan Mortgage Corporation (“Freddie Mac” and together with Fannie Mae, the “GSEs”) in the mortgage market and related events, including the lack of certainty as to the future roles of these entities and the U.S. Government in the mortgage market and changes to legislation and regulations affecting these entities;

•effects of hedging instruments on our target assets and our returns, and the degree to which our hedging strategies may or may not protect us from interest rate volatility;

•our ability to make distributions to our stockholders in the future at the level contemplated by our stockholders or the market generally, or at all;

•our ability to continue to qualify as a real estate investment trust (a “REIT”) for U.S. federal income tax purposes; and

•our ability to maintain our exclusion from regulation as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this report and in the Annual Report on Form 10-K. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect our management’s views only as of the date such statements are made. The risks summarized under Item 1A. “Risk Factors” in the Annual Report on Form 10-K could cause actual results and performance to differ materially from those set forth in or implied by our forward-looking statements. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us.

Important Information Regarding Our Disclosure to Investors

We may use our website (www.angeloakreit.com) to communicate with our investors and disclose company information. The information disclosed through our website may be considered material, so investors should monitor our website in addition to press releases, SEC filings and public conference calls and webcasts. The contents of our website referenced herein are not incorporated by reference into this report.

General

Angel Oak Mortgage REIT, Inc. is a real estate finance company focused on acquiring and investing in first lien non-QM loans and other mortgage-related assets in the U.S. mortgage market. Our 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 Angel Oak’s proprietary mortgage lending platform, Angel Oak Mortgage Lending, which currently operates primarily through a wholesale channel and has a national origination footprint, and other originators. We also may invest in other residential mortgage loans, RMBS, and other mortgage-related assets, which, collectively with non-QM loans, we refer to as our target assets. Further, we also may identify and acquire our target assets through the secondary market when market conditions and asset prices are conducive to making attractive purchases. Our objective is to generate attractive risk-adjusted returns for our stockholders, through cash distributions and capital appreciation, across interest rate and credit cycles.

We are externally managed and advised by our Manager, Falcons I, LLC, a registered investment adviser under the Investment Advisers Act of 1940 and an affiliate of Angel Oak Capital, a leading alternative credit manager with market leadership in mortgage credit that includes asset management, lending and capital markets. Angel Oak Mortgage Lending, an affiliated Angel Oak mortgage origination platform, is a market leader in non‑QM loan production.

Through our relationship with our Manager, we benefit from Angel Oak’s vertically integrated platform and in‑house expertise, providing us with the resources that we believe are necessary to generate attractive risk‑adjusted returns for our stockholders. Angel Oak Mortgage Lending provides us with proprietary access to non‑QM loans, as well as transparency over the underwriting process and the ability to acquire loans with our desired credit and return profile. We believe our ability to identify and acquire target assets through the secondary market is bolstered by Angel Oak’s experience in the mortgage industry and expertise in structured credit investments. In addition, we believe

we have significant competitive advantages due to Angel Oak’s analytical investment tools, extensive relationships in the financial community, financing and capital structuring skills, investment surveillance capabilities, and operational expertise.

On October 1, 2025, the Company, the Operating Partnership, and our Manager entered into a new management agreement (the “New Management Agreement”) to supersede and replace in its entirety the Amended and Restated Management Agreement, dated as of May 1, 2024 (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, an affiliate of the Manager, and Brookfield Asset Management Ltd. (“Brookfield”). The New Management Agreement is substantially and economically similar to the Management Agreement, with a revision to the reimbursement for the Company’s Chief Executive Officer, Sreeni Prabhu, and clarification of the considerations for which the Company may decline to renew the New Management Agreement on an annual basis.

We have elected to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2019. Commencing with our taxable year ended December 31, 2019, we believe that we have been organized and operated, and we intend to continue to operate in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”). Our qualification as a REIT, and maintenance of such qualification, depends on our ability to meet, on a continuing basis, various complex requirements under the Code relating to, among other things, the sources of our gross income, the composition and values of our assets, our distribution levels, and the concentration of ownership of our stock. We also intend to operate our business in a manner that will allow us to maintain our exclusion from regulation as an investment company under the Investment Company Act. Our common stock commenced trading on the New York Stock Exchange on June 17, 2021.

We expect to derive our returns primarily from the difference between the interest we earn on loans we invest in and our cost of capital, as well as the returns from bonds, including risk retention securities, that are retained after securitizing the underlying loan collateral.

Trends and Recent Developments

Overall macroeconomic environment and its effect on us

In the third quarter of 2025, the macroeconomic environment was characterized by general resilience despite competing headwinds and tailwinds surrounding inflation, consumer spending, gross domestic product, and continued geopolitical tension. Many of the themes driving uncertainty from earlier in the year persisted in the third quarter of 2025, yet equity markets again finished with quarter over quarter growth compared to the end of the second quarter of 2025. Inflation ticked up from 2.7% to 3.0% from June 2025 to September 2025. Combined with a weakening labor market, the Federal Reserve Bank (“Fed”) elected to cut the federal funds rate at their September meeting by 25 basis points to 4.00% - 4.25%, representing the first cut since December 2024. This was followed by an additional 25 basis point cut in the Fed’s October meeting, bringing the current federal funds rate to 3.75% - 4.00%. The dovish approach was a welcome development for prospective homebuyers, as mortgage rates decreased in line with Fed rate expectations. Current projections are for two more interest rate cuts in 2025, though the recent government shutdown has cast uncertainty on the future rate path. Securitization markets, in particular, demonstrated resilience with robust activity and a continued tightening of execution spreads.

As expected, Treasury yields decreased across two, five, and ten-year terms in the third quarter of 2025. The two-year Treasury yield decreased by approximately 11 basis points since the end of the second quarter of 2025 to 3.62% at the end of the third quarter of 2025, the five-year Treasury yield decreased by approximately 6 basis points since the end of second quarter of 2025 to 3.75% at the end of the third quarter of 2025, and the ten-year Treasury yield decreased by approximately 8 basis points since the end of second quarter of 2025 to 4.15% at the end of the third quarter of 2025.

30 year fixed residential conforming mortgage rates decreased by 47 basis points over the course of the third quarter of 2025 to 6.30% as of the end of the third quarter of 2025 from 6.77% as of the end of the second quarter of 2025. These rates, alongside federal funds rate and Treasury yields, are key benchmarks for the valuation of our portfolio, and a decrease is generally expected to drive a corresponding positive impact to our newly originated asset pricing, consistent with what we observed in the third quarter of 2025. We observed an approximately 63 basis point increase through the end of the third quarter of 2025 versus the second quarter of 2025 in the weighted average price of our residential whole loans portfolio, inclusive of home equity lines of credit (“HELOCs”). This increase in valuation was accompanied by a 78 basis point increase in the third quarter in the weighted average price of our loans in securitization trusts portfolio versus the prior quarter. We expect to continue to purchase newly originated loans and HELOCs, which should continue to support overall portfolio valuations and securitization execution going forward.

Our investment performance

Net Interest Margin (“NIM”). We generated a 12.9% increase in net interest income in the third quarter of 2025 as compared to the third quarter of 2024, supported by the continued acquisition of accretive assets and reductions in financing facility pricing. Compared to the third quarter of 2024, interest income grew by $9.2 million and interest expense grew by $8.1 million, resulting in net interest income growth of $1.2 million in the third quarter of 2025. Interest income grew due to the continued acquisition and securitization of current market non-QM loans. Compared to the second quarter of 2025, net interest income grew by 2.4%, demonstrating that earnings from assets purchased with the proceeds of our May 2025 offering of $42.5 million in aggregate principal amount of our 9.750% Senior Notes due 2030 (the “2030 Notes”) outpaced the incremental interest expense and produced a positive return.

Net realized loss. Our net realized loss for the quarter ended September 30, 2025 was primarily due to realized losses associated with hedging activity, as well as a realized loss associated with the retained RMBS from our AOMT 2019-2 and AOMT 2019-4 securitizations, which were called and re-securitized into AOMT 2025-R1 in the third quarter. Note that the previous unrealized loss on these RMBS was greater than the realized loss, indicating an incrementally positive impact to book value.

Net unrealized gain. Our net unrealized gain for the quarter ended September 30, 2025 was primarily due to increases in valuations of our residential mortgage loans and residential mortgage loans in securitization trusts during the quarter.

Whole loans and securitization activity

During the quarter ended September 30, 2025, we purchased $237.6 million of newly-originated, current market coupon non-QM residential mortgage loans, second lien mortgage loans (residential mortgage loans that are subordinate to the primary or first lien mortgage loans on a residential property, or “Closed-End Seconds”), and HELOCs, with a weighted average coupon of 7.74%, weighted average combined loan-to-value ratio (“CLTV”) of 69.4% and weighted average non-zero credit score of 759.

In September 2025, the Company in conjunction with the Company’s affiliates exercised their 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.

Subsequent to the end of the third quarter, in October 2025, we issued AOMT 2025-10, an approximately $274.3 million scheduled unpaid principal balance securitization backed by a pool of residential mortgage loans. We issued AOMT 2025-10 as the sole contributor in the securitization. We 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.

Whole loan financing facilities activity

We continuously evaluate our lender base and may enter into new agreements and / or exit agreements as we deem prudent, in accordance with our core financial strategy of purchasing whole loans and financing them until securitized. See “Liquidity and Capital Resources” below for a full description of our financing arrangements. Our total borrowing capacity was $1.1 billion as of September 30, 2025; Highlights of whole loan financing facilities activity over the third quarter of 2025 are as follows:

•During the quarter ended September 30, 2025, we maintained the same whole loan financing facility lender base as of December 31, 2024.

•During the quarter ended September 30, 2025, we renewed our loan financing facility with Multinational Bank 1 in accordance with the mechanism for six-month renewal periods.

•Subsequent to the quarter ended September 30, 2025, 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.

Key Financial Metrics

As a real estate finance company, we believe the key financial measures and indicators for our business are Distributable Earnings, Distributable Earnings Return on Average Equity, Book Value per Share of Common Stock, and Economic Book Value per Share of Common Stock.

Distributable Earnings

Distributable Earnings is a non‑GAAP measure and is defined as net income (loss) allocable to common stockholders as calculated in accordance with generally accepted accounting principles in the United States of America (“GAAP”), excluding (1) unrealized gains and losses on our aggregate portfolio, (2) impairment losses, (3) extinguishment of debt, (4) non-cash equity compensation expense, (5) the incentive fee earned by our Manager, (6) realized gains or losses on swap terminations and (7) certain other nonrecurring gains or losses. We believe that the presentation of Distributable Earnings provides investors with a useful measure to facilitate comparisons of financial performance among our REIT peers, but has important limitations. We believe Distributable Earnings as described above helps evaluate our financial performance without the impact of certain transactions but is of limited usefulness as an analytical tool. As a REIT, we are generally required to distribute at least 90% of our annual REIT taxable income and to pay U.S. federal income tax at the regular corporate rate to the extent that we annually distribute less than 100% of such taxable income. Given these requirements and our belief that dividends are generally one of the principal reasons that stockholders invest in our common stock, generally we intend to attempt to pay dividends to our stockholders in an amount equal to our REIT taxable income, if and to the extent authorized by our Board of Directors. Distributable Earnings is one of a number of factors considered by our Board of Directors in declaring dividends and, while not a direct measure of REIT taxable income, over time, the measure can be considered a useful indicator of our dividends. Distributable Earnings should not be viewed in isolation and is not a substitute for net income computed in accordance with GAAP. Our methodology for calculating Distributable Earnings may differ from the methodologies employed by other REITs to calculate the same or similar supplemental performance measures, and as a result, our Distributable Earnings may not be comparable to similar measures presented by other REITs.

We also use Distributable Earnings to determine the incentive fee, if any, payable to our Manager pursuant to the Management Agreement. For information on the fees that are payable to our Manager under the Management Agreement, see “Note 10 – Related Party Transactions” in our unaudited condensed consolidated financial statements included in this report.

Distributable Earnings were a gain of $0.5 million and a loss of $3.4 million for the three months ended September 30, 2025 and 2024, respectively. The primary drivers of the difference of Distributable Earnings as compared to GAAP net income for both of the quarters ended September 30, 2025 and September 30, 2024 were adjustments to remove unrealized gains on residential loans and on residential loans in securitization trusts and non-recourse securitization obligation. Distributable Earnings were a gain of $7.3 million and a loss of $2.8 million for the nine months ended September 30, 2025 and 2024, respectively. For the nine months ended September 30, 2025 and September 30, 2024, the primary drivers of the difference between Distributable Earnings and GAAP net income for both periods were adjustments to remove unrealized gains on residential loans in securitization trusts and non-recourse securitization obligation and unrealized gains on residential loans.

The table below sets forth a reconciliation of net income (loss) allocable to common stockholders, calculated in accordance with GAAP, to Distributable Earnings for the three and nine months ended September 30, 2025 and 2024:


	Three Months Ended				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
	(in thousands)
Net income (loss) allocable to common stockholders	$	11,410	$	31,204	$	32,708	$	43,806
Adjustments:
Net unrealized (gains) losses on trading securities	2,005		(984)		(1,861)		829
Net unrealized (gains) losses on derivatives	(4,990)		51		881		(2,985)
Net unrealized (gains) losses on residential loans in securitization trusts and non-recourse securitization obligation	(3,995)		(26,304)		(20,199)		(28,871)
Net unrealized (gains) losses on residential loans	(4,299)		(7,935)		(5,149)		(17,438)
Net unrealized (gains) losses on commercial loans	—		—		$	—	(49)
Stock compensation expense	398		604		930		1,864
Distributable Earnings	$	529	$	(3,364)	$	7,310	$	(2,844)

Distributable Earnings Return on Average Equity

Distributable Earnings Return on Average Equity is a non-GAAP measure and is defined as annual or annualized Distributable Earnings divided by average total stockholders’ equity. We believe that the presentation of Distributable Earnings Return on Average Equity provides investors with a useful measure to facilitate comparisons of financial performance among our REIT peers, but has important limitations. Additionally, we believe Distributable Earnings Return on Average Equity provides investors with additional detail on the Distributable Earnings generated by our invested equity capital. We believe Distributable Earnings Return on Average Equity as described above helps evaluate our financial performance without the impact of certain transactions but is of limited usefulness as an analytical tool. Therefore, Distributable Earnings Return on Average Equity should not be viewed in isolation and is not a substitute for net income computed in accordance with GAAP. Our methodology for calculating Distributable Earnings Return on Average Equity may differ from the methodologies employed by other REITs to calculate the same or similar supplemental performance measures, and as a result, our Distributable Earnings Return on Average Equity may not be comparable to similar measures presented by other REITs. Set forth below is our computation of Distributable Earnings Return on Average Equity for the three and nine months ended September 30, 2025 and 2024:


	Three Months Ended				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
	($ in thousands)
Annualized Distributable Earnings	$	2,116	$	(13,460)	$	9,747	$	(3,793)
Average total stockholders’ equity	$	255,276	$	260,452	$	250,250	$	260,083
Distributable Earnings Return on Average Equity	0.8%		(5.2)%		3.9%		(1.5)%

Book Value per Share of Common Stock

The following table sets forth the calculation of our book value per share of common stock as of September 30, 2025 and December 31, 2024:


	September 30, 2025		December 31, 2024
	(in thousands except for share and per share data)
Total stockholders’ equity	$	264,165	$	238,967


Number of shares of common stock outstanding at period end	24,914,035		23,500,175
Book value per share of common stock	$	10.60	$	10.17

Economic Book Value per Share of Common Stock

“Economic book value” is a non-GAAP financial measure of our financial position. To calculate our economic book value, the portions of our non-recourse financing obligation held at amortized cost are adjusted to fair value. These adjustments are also reflected in the table below in our end of period total stockholders’ equity. Management considers economic book value to provide investors with a useful supplemental measure to evaluate our financial position as it reflects the impact of fair value changes for our legally held retained bonds, irrespective of the accounting model applied for GAAP reporting purposes. Economic book value does not represent and should not be considered as a substitute for book value per share of common stock or stockholders’ equity, as determined in accordance with GAAP, and our calculation of this measure may not be comparable to similarly titled measures reported by other companies.

The following table sets forth a reconciliation from GAAP total stockholders’ equity and book value per share of common stock to economic book value and economic book value per share of common stock as of September 30, 2025 and December 31, 2024:


	September 30, 2025		December 31, 2024
	(in thousands except for share and per share data)
GAAP total stockholders’ equity	$	264,165	$	238,967
Adjustments:
Fair value adjustment for securitized debt held at amortized cost	52,770		68,784
Stockholders’ equity including economic book value adjustments	$	316,935	$	307,751

Number of shares of common stock outstanding at period end	24,914,035		23,500,175
Book value per share of common stock	$	10.60	$	10.17
Economic book value per share of common stock	$	12.72	$	13.10

Results of Operations

Three Months Ended September 30, 2025 and 2024

The following table sets forth a summary of our results of operations for the three months ended September 30, 2025 and 2024:


	Three Months Ended
	September 30, 2025		September 30, 2024
	(in thousands)
INTEREST INCOME, NET
Interest income	$	36,659	$	27,444
Interest expense	26,479		18,424
NET INTEREST INCOME	$	10,180	$	9,020

REALIZED AND UNREALIZED GAINS (LOSSES), NET
Net realized gain (loss) on mortgage loans, derivative contracts, RMBS, and CMBS	$	(6,557)	$	(6,335)
Net unrealized gain (loss) on trading securities, mortgage loans, portion of debt at fair value option, and derivative contracts	11,280		35,172
TOTAL REALIZED AND UNREALIZED GAINS (LOSSES), NET	$	4,723	$	28,837

EXPENSES
Operating expenses	$	1,117	$	1,541
Operating expenses incurred with affiliate	510		472

Stock compensation	398		604

Management fee incurred with affiliate	1,161		1,204
Total operating expenses	$	3,186	$	3,821

INCOME (LOSS) BEFORE INCOME TAXES	$	11,717	$	34,036
Income tax expense (benefit)	307		2,832


NET INCOME (LOSS) ALLOCABLE TO COMMON STOCKHOLDERS	$	11,410	$	31,204
Other comprehensive income (loss)	3,665		2,706
TOTAL COMPREHENSIVE INCOME (LOSS)	$	15,075	$	33,910

Net Interest Income

The following table sets forth the components of net interest income for the three months ended September 30, 2025 and 2024:


	Three Months Ended
	September 30, 2025				September 30, 2024
	(in thousands)
Interest income	Interest income / expense		Average balance		Interest income / expense		Average balance
Residential mortgage loans	$	5,693	$	318,069	$	4,659	$	263,095
Residential mortgage loans in securitization trusts	26,501		1,882,129		18,580		1,454,736
Commercial mortgage loans	104		5,199		81		5,246
RMBS and Majority-Owned Affiliate	3,692		139,447		3,251		117,965
CMBS	237		5,120		417		6,239
U.S. Treasury securities	—		—		65		6,000
Other interest income	432		43,026		391		40,919
Total interest income	$	36,659			$	27,444
Interest expense
Notes payable	3,619		235,898		2,830		176,159
Non-recourse securitization obligation, collateralized by residential mortgage loans	19,564		1,746,766		13,731		1,362,039
Repurchase facilities	851		64,557		900		57,842
Senior Unsecured Notes	2,445		88,705		963		40,538
Total interest expense	$	26,479			$	18,424
Net interest income	$	10,180			$	9,020

We generated $9.2 million greater interest income for the quarter ended September 30, 2025 than in the comparable period for 2024, driven by increases in both the amount and yields of our target assets. Interest expense increased by $8.1 million for the quarter ended September 30, 2025 compared to the comparable period for 2024, driven by increases in our total borrowings and our 2030 Notes issuance. Overall, the increase in our interest income outpaced the increase in interest expense and drove a 12.9%, or $1.2 million, increase in net interest income for the quarter ended September 30, 2025 than in the comparable period of 2024.

Total Realized and Unrealized Gains (Losses)

The components of total realized and unrealized gains (losses), net for the three months ended September 30, 2025 and 2024 are set forth as follows:


	Three Months Ended
	September 30, 2025		September 30, 2024
	(in thousands)
Realized and unrealized gain (loss) on securitization, net of unrealized gain (loss) on non-recourse securitization obligation	$	2,729	$	25,228
Realized gain (loss) on RMBS	(1,487)		(565)
Unrealized gain (loss) on Whole Pool Agency RMBS	(1,972)		(2,138)
Realized gain (loss) on CMBS	(289)		(67)
Realized gain (loss) on interest rate futures	(3,100)		(4,461)
Realized and unrealized gain (loss) on TBAs	1,829		1,880
Realized and unrealized gain (loss) on residential mortgage loans	4,060		7,789

Realized and unrealized gain (loss) on U.S. Treasury securities	—		(13)
Unrealized appreciation (depreciation) on interest rate futures	3,091		1,184
Realized gain/(loss) on AOMT Majority Owned Affiliates (“MOA”)	(138)		—
Total realized and unrealized gains (losses), net	$	4,723	$	28,837

For the three months ended September 30, 2025 and 2024, total realized and unrealized gains and (losses), net resulted in net gains of $4.7 million and $28.8 million, respectively. During the three months ended September 30, 2025, realized and unrealized gains on residential mortgage loans, and realized and unrealized gain (loss) on securitization, net of unrealized gain (loss) on non-recourse securitization obligation were the primary drivers of the overall gain to our portfolio. During the three months ended September 30, 2024, realized gains losses on securitization, net of unrealized gain (loss) on non-recourse securitization obligation was the key drivers of the overall gain.

Expenses

Operating Expenses

For the three months ended September 30, 2025 and 2024, our operating expenses were $1.1 million and $1.5 million, respectively. Our operating expenses decreased compared to the comparative period due to a decrease in expenses associated with the acquisition of whole loans in our whole loans portfolio.

Operating Expenses Incurred with Affiliate

For the three months ended September 30, 2025 and 2024, our operating expenses incurred with affiliate were $0.5 million and $0.5 million, respectively. These expenses, which are substantially comprised of payroll reimbursements to our Manager, were consistent with the three months ended September 30, 2025 compared to the same period of 2024.

Stock Compensation

For the three months ended September 30, 2025 and 2024, our stock compensation expense was $0.4 million and $0.6 million, respectively. Our stock compensation expense decreased for the three months ended September 30, 2025 due primarily to the vesting of stock awards granted at our IPO.

Management Fee Incurred with Affiliate

For the three months ended September 30, 2025 and 2024, our management fee incurred with affiliate was $1.2 million and $1.2 million, respectively. Minor movements are attributable to changes in our average Equity (as defined in the Management Agreement) for the three months ended September 30, 2025 as compared to the same period in 2024. The calculation of Equity for the purposes of the Management Agreement includes the addition or subtraction of Distributable Earnings, which is the primary departure from the calculation of equity in accordance with GAAP.

Nine Months Ended September 30, 2025 and 2024

The following table sets forth a summary of our results of operations for the nine months ended September 30, 2025 and 2024:


	Nine Months Ended
	September 30, 2025		September 30, 2024
	(in thousands)
INTEREST INCOME, NET
Interest income	$	104,620	$	78,558
Interest expense	74,414		51,495
NET INTEREST INCOME	$	30,206	$	27,063

REALIZED AND UNREALIZED GAINS (LOSSES), NET
Net realized gain (loss) on mortgage loans, derivative contracts, RMBS, and CMBS	$	(12,238)	$	(14,527)
Net unrealized gain (loss) on trading securities, mortgage loans, portion of debt at fair value option, and derivative contracts	26,329		48,514
TOTAL REALIZED AND UNREALIZED GAINS (LOSSES), NET	$	14,091	$	33,987

EXPENSES
Operating expenses	$	3,653	$	5,282
Operating expenses incurred with affiliate	1,379		1,444

Stock compensation	930		1,864
Securitization costs	1,866		1,583
Management fee incurred with affiliate	3,454		3,810
Total operating expenses	$	11,282	$	13,983

INCOME (LOSS) BEFORE INCOME TAXES	$	33,015	$	47,067
Income tax expense (benefit)	307		3,261


NET INCOME (LOSS) ALLOCABLE TO COMMON STOCKHOLDERS	$	32,708	$	43,806
Other comprehensive income (loss)	2,479		4,534
TOTAL COMPREHENSIVE INCOME (LOSS)	$	35,187	$	48,340

Net Interest Income

The following table sets forth the components of net interest income for the nine months ended September 30, 2025 and 2024:


	Nine Months Ended
	September 30, 2025				September 30, 2024
	(in thousands)
Interest income	Interest income / expense		Average balance			Interest income / expense		Average balance
Residential mortgage loans	$	14,243	$	279,094		$	13,925	$	284,211
Residential mortgage loans in securitization trusts	76,700		1,813,488			51,851		1,357,840
Commercial mortgage loans	327		5,204			258		5,231
RMBS and Majority Owned Affiliate	11,022		144,120			9,613		148,677
CMBS	761		5,436			1,097		6,428
U.S. Treasury securities	61		2,222			548		14,528
Other interest income	1,506		46,177			1,266		39,239
Total interest income	$	104,620				$	78,558
Interest expense
Notes payable	$	9,655	213,187			$	9,928	199,644
Non-recourse securitization obligation, collateralized by residential mortgage loans	56,261		1,688,158			37,624		1,285,118
Repurchase facilities	2,869		62,830			2,980		64,431
Senior Unsecured Notes	5,629		68,245			963		35,681
Total interest expense	$	74,414				$	51,495
Net interest income	$	30,206				$	27,063

Net interest income for the nine months ended September 30, 2025 and 2024 was $30.2 million and $27.1 million, respectively. Net interest income increased in the nine months ended September 30, 2025 as compared to the same period in 2024, primarily due to higher interest income generated by increase balances in our residential mortgage loans in securitization trusts portfolio. Similarly, the increase in interest expense was also driven by the increased balance of our non-recourse securitization obligation, collateralized by residential mortgage loans portfolio during the nine months ended September 30, 2025. The net interest income associated with our residential mortgage loans in securitization trusts portfolio and non-recourse securitization obligation, collateralized by residential mortgage loans portfolio was $20.4 million in the nine months ended September 30, 2025 as compared to $14.2 million in the comparable period of 2024.

Total Realized and Unrealized Gains (Losses)

The components of total realized and unrealized gains (losses), net for the nine months ended September 30, 2025 and 2024 are set forth as follows:


	Nine Months Ended
	September 30, 2025		September 30, 2024
	(in thousands)
Realized and unrealized gain (loss) on securitization, net of unrealized gain (loss) on non-recourse securitization obligation	$	16,149	$	25,607
Realized gain (loss) on RMBS	(2,109)		(2,469)
Realized and unrealized gain (loss) on Whole Pool Agency RMBS	3,668		(6,355)
Realized gain (loss) on CMBS	(553)		(186)
Realized gain (loss) on interest rate futures	(5,636)		(622)
Realized and unrealized gain (loss) on TBAs	(3,761)		5,992
Realized and unrealized gain (loss) on residential mortgage loans	5,813		9,839
Realized and unrealized gain (loss) on commercial mortgage loans	—		48
Realized and unrealized gain (loss) on U.S. Treasury securities	—		(99)
Unrealized appreciation (depreciation) on interest rate futures	957		2,232
Realized gain/(loss) on AOMT MOA	(437)		—
Total realized and unrealized gains (losses), net	$	14,091	$	33,987

For the nine months ended September 30, 2025 and 2024, total realized and unrealized gains (losses), net resulted in a net gains of $14.1 million and $34.0 million, respectively. During the nine months ended September 30, 2025, realized and unrealized gains on securitization, net of unrealized gain (loss) on non-recourse securitization obligation, partially offset by realized losses on RMBS, were the primary drivers of the net gain. In the nine months ended September 30, 2024, the net realized and unrealized gain was primarily due to gains on securitization, net of unrealized gain (loss) on non-recourse securitization obligation, and realized and unrealized gains on residential mortgage loans.

Expenses

Operating Expenses

For the nine months ended September 30, 2025 and 2024, our operating expenses were $3.7 million and $5.3 million, respectively. Our operating expenses decreased during the nine months ended September 30, 2025 as compared to the comparative period due to continued cost savings actions such as in-sourcing of key accounting functions, vendor contract negotiations, and a decrease in servicing fees associated with servicing our whole loan portfolio.

Operating Expenses Incurred with Affiliate

For the nine months ended September 30, 2025 and 2024, our operating expenses incurred with affiliate were $1.4 million and $1.4 million, respectively. These expenses, which are substantially comprised of payroll reimbursements to our Manager, decreased slightly versus the comparative period due to achieved resource efficiencies.

Stock Compensation

For the nine months ended September 30, 2025 and 2024 our stock compensation expense was $0.9 million and $1.9 million, respectively. Stock compensation expense decreased for the nine months ended September 30, 2025 due primarily to the vesting of stock awards granted at our IPO.

Securitization Costs

Securitization costs of $1.9 million were incurred for the nine months ended September 30, 2025 in connection with the AOMT 2025-4 and AOMT 2025-6 securitizations. There were $1.6 million of securitization costs incurred for the comparable period in 2024, representing costs incurred in connection with the AOMT 2024-3, AOMT 2024-4, and AOMT 2024-6 securitizations.

Management Fee Incurred with Affiliate

For the nine months ended September 30, 2025 and 2024, our management fee incurred with affiliate was $3.5 million and $3.8 million, respectively. The decrease is due to the decrease in our average Equity as defined in the Management Agreement for the nine months ended September 30, 2025 as compared to the same period in 2024. The calculation of Equity for the purposes of the Management Agreement includes the addition or subtraction of Distributable Earnings, which is the primary departure from the calculation of equity in accordance with GAAP.

Our Portfolio

As of September 30, 2025, our portfolio consisted of approximately $2.5 billion of residential mortgage loans, RMBS, and other target assets. Certain of these portfolio assets are located in states such as Florida and California where natural disasters such as hurricanes, wildfires and earthquakes may occasionally occur. We require all of our collateral to be adequately insured. The graphs in the subsequent detail of residential mortgage loans, residential mortgage loans held in securitization trusts, and residential mortgage loans underlying RMBS issuances show the percentage of residential mortgage loans held in each state where there is a concentration of loans.

The following table sets forth additional information regarding our portfolio, including the manner in which our equity capital was allocated among investment types, as of September 30, 2025:


	Fair Value		Collateralized Debt		Allocated Capital		% of Total Capital
Portfolio:	($ in thousands)
Residential mortgage loans	$	425,775	$	342,608	$	83,167	31.5	%
Residential mortgage loans in securitization trust	1,862,330		1,726,657		135,673		51.4	%
Total whole loan portfolio	$	2,288,105	$	2,069,265	$	218,840	82.9	%

Investment securities
RMBS	$	235,024	$	54,041	$	180,983	68.5	%

Total investment securities	$	235,024	$	54,041	$	180,983	68.5	%

Investments in Majority-Owned Affiliates (1)	$	21,164	$	—	$	21,164	8.0	%

Total investment portfolio	$	2,544,293	$	2,123,306	$	420,987	159.4	%
Target assets (2)	$	2,544,293	$	2,123,306	$	420,987	159.4	%

Cash	$	51,598	$	—	$	51,598	19.5	%
Other assets and liabilities (3)	(208,420)		—		(208,420)		(78.9)	%
Total	$	2,387,471	$	2,123,306	$	264,165	100.0	%

(1) "Investments in Majority-Owned Affiliates” is held at amortized cost.

(2) “Target assets” as defined by us excludes U.S. Treasury securities and includes investments in Majority-Owned Affiliates.

(3) Other assets and liabilities presented is calculated as a net liability substantially comprised of $153.8 million due to broker for our quarter-end purchase of certain Freddie Mac and Fannie Mae-issued whole pool agency residential mortgage-backed securities (“Whole Pool Agency RMBS”), and excluding the portion of “other assets” which includes our investment in a Majority-Owned Affiliate, which is considered a target asset.

As of December 31, 2024, our portfolio consisted of approximately $2.2 billion of residential mortgage loans, RMBS, and other target assets. The following table sets forth additional information regarding our portfolio including the manner in which our equity capital was allocated among investment types, as of December 31, 2024:


	Fair Value		Collateralized Debt		Allocated Capital		% of Total Capital
Portfolio:	($ in thousands)
Residential mortgage loans	$	183,064	$	129,459	$	53,605	21.0	%
Residential mortgage loans in securitization trust	1,696,995		1,593,612		103,383		40.5	%
Total whole loan portfolio	$	1,880,059	$	1,723,071	$	156,988	61.5	%

Investment securities
RMBS	$	300,243	$	50,555	$	249,688	97.8	%
Investment in Majority-Owned Affiliates (1)	20,680		—		20,680		8.1	%

Total investment securities	$	320,923	$	50,555	$	270,368	105.9	%

Total investment portfolio	$	2,200,982	$	1,773,626	$	427,356	167.4	%
Target assets (2)	$	2,200,982	$	1,773,626	$	427,356	167.4	%

Cash	$	40,762	$	—	$	40,762	15.9	%
Other assets and liabilities (3)	(212,801)		—		(212,801)		(83.3)	%
Total	$	2,028,943	$	1,773,626	$	255,317	100.0	%

(1) "Investment in Majority-Owned Affiliate” is held at its amortized cost basis.

(2) “Target assets” as defined by us excludes U.S. Treasury securities, and includes our investment in Majority-Owned Affiliates.

(3) Other assets and liabilities presented is calculated as a net liability substantially comprised of $202.0 million due to broker for our quarter-end purchase of certain Freddie Mac and Fannie Mae-issued Whole Pool Agency RMBS, and excluding the portion of “other assets” which includes our investment in Majority-Owned Affiliates, which is considered a target asset. Additionally, other assets includes $5.2 million of commercial loans and $5.6 million of CMBS.

Residential Mortgage Loans

The following table sets forth additional information on the residential mortgage loans in our portfolio as of September 30, 2025:


	Portfolio Range	Portfolio Weighted Average
	($ in thousands)
Unpaid principal balance (“UPB”)	$2 - $2,991	$355
Interest rate	1.00% - 15.54%	7.98%
Maturity date	8/8/2039 - 7/24/2065	March 2055
FICO score at loan origination	628 - 850	757
Combined loan-to-value ratio (“CLTV”) at loan origination	2.8% - 90.0%	69.1%
DTI at loan origination	1.7% - 50.0%	33.2%
Percentage of first lien loans	N/A	83.3%
Percentage of loans 90+ days delinquent (based on UPB)	N/A	0.3%

The following table sets forth additional information on the residential mortgage loans in our portfolio as of December 31, 2024:


	Portfolio Range	Portfolio Weighted Average
	($ in thousands)
Unpaid principal balance (“UPB”)	$75 - $2,995	$537
Interest rate	3.87%-11.88%	7.4%
Maturity date	8/8/2039 - 9/26/2064	November 2054
FICO score at loan origination	628-822	752
CLTV at loan origination	31.9%-90.0%	71.7%
DTI at loan origination	1.94%-50.0%	31.2%
Percentage of first lien loans	N/A	96.7%
Percentage of loans 90+ days delinquent (based on UPB)	N/A	—%

The following charts illustrate the distribution of the credit scores and interest rates by the number of loans in our residential mortgage loan portfolio as of September 30, 2025:

The following charts illustrate the distribution of the credit scores and interest rates by the number of loans in our residential mortgage loan portfolio as of December 31, 2024:

The following charts illustrate additional characteristics of our residential mortgage loans in our portfolio that we owned directly as of September 30, 2025, based on the product profile, borrower profile, and geographic location (percentages are based on the aggregate unpaid principal balance of such loans):

Characteristics of Our Residential Mortgage Loans as of September 30, 2025:

Note: No state in “Other” represents more than a 3% concentration of the residential mortgage loans in our portfolio that we owned directly as of September 30, 2025. Numbers presented may add to more than 100% due to rounding.

The following charts illustrate additional characteristics of the residential mortgage loans in our portfolio that we owned directly as of December 31, 2024, based on the product profile, borrower profile, and geographic location (percentages are based on the aggregate unpaid principal balance of such loans):

Characteristics of Our Residential Mortgage Loans as of December 31, 2024:

Note: No state in “Other” represents more than a 3% concentration of the residential mortgage loans in our portfolio that we owned directly as of December 31, 2024. Numbers presented may add to more than 100% due to rounding.

Residential Mortgage Loans Held in Securitization Trusts

The following table sets forth the information regarding the underlying collateral of our residential mortgage loans held in securitization trusts as of September 30, 2025:


			($ in thousands)
UPB			$1,893,465
Fair Value			$1,862,330
Number of loans			4,467
Weighted average loan coupon			5.78%
Average loan amount			$426
Weighted average LTV at loan origination and deal date			66.8%
Weighted average credit score at loan origination and deal date			745
Current 3-month constant prepayment rate (“CPR”) (1)			9.6%
Percentage of loans 90+ days delinquent (based on UPB)			1.7%

(1) CPR is a method of expressing the prepayment rate for a mortgage pool that assumes that a constant fraction of the remaining principal is prepaid each month or year.

The following chart illustrates the geographic distribution of the underlying collateral of our residential mortgage loans held in securitization trusts as of September 30, 2025 (percentages are based on the aggregate unpaid principal balance of such loans):

Note: No state in “Other” represents more than a 3% concentration of the underlying collateral of our residential mortgage loans held in securitization trusts as of September 30, 2025. Numbers presented may add to more than 100% due to rounding.

The following table sets forth the information regarding the underlying collateral of our residential mortgage loans held in securitization trusts as of December 31, 2024:


			($ in thousands)
UPB			$1,781,311
Fair Value			$1,696,995
Number of loans			4,183
Weighted average loan coupon			5.56%
Average loan amount			$427
Weighted average LTV at loan origination and deal date			67.0%
Weighted average credit score at loan origination and deal date			743
Current 3-month CPR			7.4%
Percentage of loans 90+ days delinquent (based on UPB)			2.0%

The following chart illustrates the geographic distribution of the underlying collateral of our residential mortgage loans held in securitization trusts as of December 31, 2024 (percentages based on the aggregate unpaid principal balance of such loans):

Note: No state in “Other” represents more than a 3% concentration of the underlying collateral of our residential mortgage loans held in securitization trusts as of December 31, 2024. Numbers presented may add to more than 100% due to rounding.

RMBS

We have participated in numerous securitization transactions pursuant to which we contributed to a securitization trust under the purview of AOMT I, LLC, non‑QM loans that we had accumulated and held on our balance sheet. These loans were purchased from affiliated and unaffiliated entities. In return, we received bonds from these securitization trusts, and cash. At times, we were allocated certain risk retention securities as part of these transactions. Risk retention securities represent at least 5% of a horizontal or vertical slice of the bonds issued as part of the transaction.

Certain information regarding the mortgage loans underlying our portfolio of RMBS issued in such securitization transactions is set forth below as of September 30, 2025, unless otherwise stated:


	2019 Securitizations		2020 Securitizations		2023 Securitizations		2024 Securitizations		2025 Securitizations
	($ in thousands)
UPB of loans	$110,970		$137,115		$1,010,067		$1,060,809		$336,657
Number of loans	401		438		1,990		2,479		713
Weighted average loan coupon	6.44	%	5.81	%	5.19	%	5.75	%	7.66	%
Average loan amount	$277		$313		$508		$428		$472
Weighted average LTV at loan origination and deal date	66.4	%	74.1	%	67.3	%	67.7	%	72.0	%
Weighted average credit score at loan origination and deal date	719		719		732		737		751
Current 3-month CPR (1)	10.1	%	11.0	%	7.3	%	9.9	%	11.8	%
90+ day delinquency (as a % of UPB)	4.8	%	2.6	%	4.0	%	2.3	%	0.2	%
Weighted Average 90+ Delinquency (as a % of Original Balance)	1.1	%	0.9	%	3.4	%	2.2	%	0.2	%
Weighted Average LTV of 90+ Delinquent Loans (FHFA HPI Estimate) (2)	48.0	%	74.1	%	65.8	%	67.1	%	40.4	%
Fair value of first loss piece (3)	$2,134		$23,931		$11,434		$18,711		$7,219
Investment thickness (4)	11.5	%	22.6	%	8.4	%	9.9	%	5.2	%

(1) CPR is a method of expressing the prepayment rate for a mortgage pool that assumes that a constant fraction of the remaining principal is prepaid each month or year.

(2) AOMT 2020-3 does not have LTV or Federal Housing Finance Agency Home Price Index Estimates (“FHFA HPI Estimates”); accordingly, original LTV is used.

(3) Represents the fair value of the securities we hold in the first loss tranche in each securitization including the total at risk for the Majority-Owned Affiliates.

(4) Represents the average size of the subordinate securities we own as investments in each securitization relative to the average current size of the securitization.

Certain information regarding the mortgage loans underlying our portfolio of RMBS issued in AOMT securitization transactions is set forth below as of December 31, 2024, unless otherwise stated:


	2019 Securitizations		2020 Securitizations		2023 Securitizations		2024 Securitizations
	($ in thousands)
UPB of loans	$286,875		$148,016		$1,093,694		$1,153,975
Number of loans	1053		466		2122		2629
Weighted average loan coupon	7.19	%	5.83	%	5.23	%	5.79	%
Average loan amount	$272		$318		$515		$439
Weighted average LTV at loan origination and deal date	68.7	%	74.1	%	68.4	%	68.5	%
Weighted average credit score at loan origination and deal date	708		719		732		737
Current 3-month CPR (1)	10.1	%	13.2	%	7.4	%	9.1	%
90+ day delinquency (as a % of UPB)	8.3	%	4.0	%	2.6	%	1.6	%
Weighted Average 90+ Delinquency (as a % of Original Balance)	1.3	%	1.3	%	2.5	%	2.1	%
Weighted Average LTV of 90+ Delinquent Loans (FHFA HPI Estimate) (2)	47.2	%	74.1	%	67.0	%	70.2	%
Fair value of first loss piece (3, 4)	$19,226		$23,405		$10,995		$18,650
Investment thickness (5)	21.92	%	20.96	%	7.77	%	9.59	%

(1) CPR is a method of expressing the prepayment rate for a mortgage pool that assumes that a constant fraction of the remaining principal is prepaid each month or year.

(2) AOMT 2020-3 does not have LTV or Federal Housing Finance Agency Home Price Index Estimates (“FHFA HPI Estimates”); accordingly, original LTV is used.

(3) Represents the fair value of the securities we hold in the first loss tranche in each securitization.

(4) The fair value of the first loss pieces presented is the total at risk for the Majority-Owned Affiliates.

(5) Represents the average size of the subordinate securities we own as investments in each securitization relative to the average current size of the securitization.

The following table provides certain information with respect to our RMBS portfolio both received in AOMT securitization transactions and acquired from other third parties as of September 30, 2025:


	RMBS						Repurchase Debt (1,3)						Allocated Capital
	AOMT		Third Party RMBS		Total		AOMT		Third Party RMBS		Total		AOMT		Third Party RMBS		Total
	(in thousands)
Mezzanine	$	13,245	$	—	$	13,245	$	2,394	$	—	$	2,394	$	10,851	$	—	$	10,851
Subordinate	56,381		—		56,381		12,354		—		12,354		44,027		—		44,027
Interest only / excess	10,260		—		10,260		—		—		—		10,260		—		10,260
Whole pool (2)	—		155,138		155,138		—		—		—		—		155,138		155,138
Retained RMBS in VIEs (3)	—		—		—		39,293		—		39,293		(39,293)		—		(39,293)
Subtotal	$	79,886	$	155,138	$	235,024	$	54,041	$	—	$	54,041	$	25,845	$	155,138	$	180,983
Investment in Majority Owned Affiliates	$	21,164	$	—	$	21,164	$	—	$	—	$	—	$	21,164	$	—	$	21,164
Total	$	101,050	$	155,138	$	256,188	$	54,041	$	—	$	54,041	$	47,009	$	155,138	$	202,147

(1) Repurchase debt includes borrowings against retained bonds received from on-balance sheet securitizations (i.e., consolidated VIEs).

(2) The whole pool RMBS presented as of September 30, 2025 were purchased from a broker to whom the Company owed approximately $153.8 million, payable upon the settlement date of the trade. See Note 6 — Due to Broker in our unaudited condensed consolidated financial statements included in this report.

(3) 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 condensed 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.

The following table provides certain information with respect to our RMBS portfolio both received in AOMT securitization transactions and acquired from other third parties as of December 31, 2024:


	RMBS						Repurchase Debt (1,3)						Allocated Capital
	AOMT		Third Party RMBS		Total		AOMT		Third Party RMBS		Total		AOMT		Third Party RMBS		Total
	(in thousands)
Mezzanine	$	12,735	$	—	$	12,735	$	5,440	$	—	$	5,440	$	7,295	$	—	$	7,295
Subordinate	73,548		—		73,548		19,829		—		19,829		53,719		—		$	53,719
Interest only / excess	12,508		—		12,508		—		—		—		12,508		—		$	12,508
Whole pool (2)	—		201,452		201,452		—		—		—		—		201,452		$	201,452
Retained RMBS in VIEs (3)	—		—		—		25,286		—		25,286		(25,286)		—		$	(25,286)
Subtotal	$	98,791	$	201,452	$	300,243	$	50,555	$	—	$	50,555	$	48,236	$	201,452	$	249,688
Investment in Majority Owned Affiliates	$	20,680	$	—	$	20,680	$	—	$	—	$	—	$	20,680	$	—	$	20,680
Total	$	119,471	$	201,452	$	320,923	$	50,555	$	—	$	50,555	$	68,916	$	201,452	$	270,368

(1) Repurchase debt includes borrowings against retained bonds received from on-balance sheet securitizations (i.e., consolidated VIEs).

(2) The whole pool RMBS presented as of December 31, 2024 were purchased from a broker to whom the Company owed approximately $202 million, payable upon the settlement date of the trade. See Note 6 — Due to Broker in our unaudited condensed consolidated financial statements included in this report.

(3) 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 $163.9 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.

The following table sets forth information with respect to our RMBS ending balances, at fair value, for the quarter ended September 30, 2025:


	Mezzanine		Subordinate		Interest Only		Whole Pool		Total
	(in thousands)
Beginning fair value as of June 30, 2025	$	12,831	$	80,510	$	10,992	$	257,552	$	361,885
Acquisitions:


Third party securities	—		—		—		153,819		$	153,819
Effect of principal payments / called deals	—		(24,378)		(3,347)		(254,228)		$	(281,953)
IO and excess servicing prepayments	—		—		(233)		—		$	(233)
Changes in fair value, net	415		250		2,846		(2,005)		$	1,506
Ending fair value as of September 30, 2025	$	13,246	$	56,382	$	10,258	$	155,138	$	235,024

The following table sets forth information with respect to our RMBS ending balances, at fair value, for the year ended December 31, 2024:


	Mezzanine		Subordinate		Interest Only		Whole Pool		Total
	(in thousands)
Beginning fair value as of December 31, 2023	$	10,972	$	55,665	$	13,059	$	392,362	$	472,058
Acquisitions:
Retained bonds received in securitizations	2,420		14,757		1,838		—		19,015
Third party securities	—		—		—

Angel Oak Mortgage REIT, Inc. 10-Q