Angel Oak Residential Evergreen Trust: Series Fees and Exit

What this trust is, and which Angel Oak it is not

The trust is a Maryland statutory trust that the Form 10 says was formed in July 2026 in its business section and on August 7, 2026 in the notes to its balance sheet; both dates are in the same filing. It is externally managed by Angel Oak Capital Advisors, LLC. It plans to be taxed as a REIT from its taxable year ending December 31, 2026, has no plan to list, and sells only to accredited investors (and non-U.S. persons outside the United States) in a private offering. Registering on Form 10 is voluntary: the filing says it was made “on a voluntary basis to provide to future holders of our common shares access to public disclosure”. Once effective, the trust has to file 10-K, 10-Q and 8-K reports, which is what makes it readable at all.

It is a different registrant from Angel Oak Mortgage REIT, Inc. (NYSE tickers AOMR, AOMD and AOMN, CIK 1766478, per EDGAR). The two share a brand and a sponsor group. The trust’s Form 10 says its Chief Financial Officer “is an officer of Angel Oak Mortgage REIT, Inc., an affiliate of Angel Oak”, and that the trust may buy loans from originators affiliated with Angel Oak, including Angel Oak Mortgage Solutions. It does not say it will own, merge with or buy from the listed company, and we do not claim it. Our Angel Oak Mortgage review covers the lender and the listed REIT, including its DSCR loan data from federal records; the new trust has no loans yet. That review also records a 2022 SEC order against Angel Oak Capital Advisors, the Manager’s name here; we did not re-read that order for this page, and the Form 10 reports no material legal proceedings against the trust or the Manager.

The strategy in the filing is primarily U.S. residential mortgages and mortgage-backed securities: non-qualified mortgages, investor-property loans, agency-eligible loans, prime jumbo, HELOCs, residential transition loans and others, with bank-statement and investor cash-flow (DSCR) loans named as the main programs. Our non-QM loans guide explains the borrower side of those loans. The Manager’s stated scale is $24.8 billion of assets under management at June 30, 2026, and Brookfield completed the purchase of a majority stake in Angel Oak Companies on October 1, 2025.

The three series: fee and hurdle by series

All three series are common shares of the same trust. The filing’s share-series differences, as of October 19, 2026:

Three things the table cannot tell you. First, the filing does not say who gets A-I and who gets A-II, or why there are two. The only visible difference is that A-II shares issued alongside certain investments “subject to a modified performance allocation” in which they “must achieve a to be agreed upon total return” before the performance fee starts. Second, the trust says it “is not currently obligated to pay upfront selling commissions” and that “there are currently no annual shareholder servicing fees payable with respect to our shares”; both can change if it hires an intermediary manager, and a broker can add its own fees. Third, the management fee on A-I and A-II is a ceiling: it is “subject to waiver or reduction” by agreement among the trust, the Manager and the Corbin Sub-Advisor for the Corbin Investors (the Corbin funds). A reader outside that group should assume the full 0.75%.

Costs outside the fee lines also exist. The Manager will advance organization and offering expenses until the first anniversary of the Initial Closing, with “no cap”, and the trust then repays them over 60 months. The Manager’s affiliates had incurred about $1.6 million of them by September 30, 2026, up from about $0.8 million at August 7, 2026. The trust will also pay origination and sourcing fees to affiliates of the Manager.

How the 12.5% performance fee works, with numbers

The Special Limited Partner, an Angel Oak affiliate, gets an allocation from the operating partnership. It is measured on a calendar year, made annually and accrued monthly. The mechanics, in the filing’s terms: if Total Return beats the hurdle plus any loss carried forward, the Special Limited Partner takes “100% of such Excess Profits” until it holds 12.5% of the hurdle amount plus what it has taken (the catch-up), then 12.5% of anything left. A year below the hurdle is not made up later, except that a negative year is carried forward and must be recouped first (the high-water mark). Units redeemed during the year owe their share of the fee at the redemption.

Our arithmetic, per $1,000,000 held for a full calendar year, treating the stated Total Return as already after the management fee (our reading of the definition, which excludes only the performance accrual, servicing fees and new-share proceeds from the NAV change):

Reading it: a higher hurdle protects holders only in a middling year. Between 8.0% and 9.14% the Special Limited Partner takes every extra dollar on A-I and A-II; above 9.14% the fee is a flat 12.5% of the whole return, the same as Series B pays once its own catch-up ends at 5.71%. So Series B’s extra 0.50% management fee is partly offset in weak years and not at all in strong ones: at a 10% Total Return, Series B costs $25,000 against $20,000 on A-I (fees only, our arithmetic).

Corbin: seller, shareholder and sub-advisor

The filing describes a three-way arrangement,.

• Seller and buyer of the first assets. The trust intends to “acquire to be determined initial assets that are currently owned in investment vehicles managed by Angel Oak for investment funds and accounts managed by Corbin Capital Partners, L.P.” in exchange for Series A-I and A-II shares. “While no agreement is in place”, the assets are expected to be junior and subordinated retained bonds from Angel Oak securitizations of 2020 to 2024, backed mostly by non-QM loans. The filing gives no dollar amount.
• Price set by the Manager. The purchase price “will be equal to the value of the acquired assets, which value shall be determined by Angel Oak in accordance with its valuation policy”. The filing’s own conflict warning: “the purchase price paid and the timing of the various acquisitions will impact the performance-based fees that the Manager is entitled to receive from such Other Angel Oak Accounts, which could incentivize the Manager to cause us to acquire such assets at higher prices”. It adds that the board approved the initial investment “based in part on independent appraisals”.
• Sub-advisor. The Manager “initially intends to appoint Corbin as a sub-advisor” for an expected 24 months with one-year renewals. Corbin may identify and recommend investments and the disposition of investments, but “all investment decisions related to the Company remain exclusively with the Manager”. Its fees are paid by the Manager and “may include sharing portions of the management fee and/or performance participation interest”; the trust does not reimburse the Manager for them.

The consequence for an outside investor, in our reading: the first NAV will be built mostly on bonds that Angel Oak valued, bought from vehicles that Angel Oak managed, from sellers who become shareholders and share in the fees. The filing also lists Corbin’s own conflict: it advises other accounts with overlapping mandates and may recommend that the trust buy from, or sell to, them. None of this says anything is wrong; it says the first months of NAV will depend on valuations that nobody independent of the sponsor group has yet published.

Getting out: what the repurchase plan says

The timing is the part that surprises people who know a monthly-NAV fund. The filing’s own example: for a December 31 Repurchase Date, “the transaction price generally will be based on our NAV as of October 31”. The NAV for a month is “available generally within 30 to 45 calendar days after the end of the applicable month”, so the October 31 NAV could appear as late as mid-December (our arithmetic: October 31 plus 45 days), only days before the request deadline. A seller is priced on a two-month-old valuation. The same lag applies to buyers: the subscription price is also the NAV of two months earlier, plus any commission.

On size, 5% of NAV a quarter is a ceiling that also appears in KKR’s K-PEC; see how evergreen funds compare on redemptions and our evergreen fund explainer. Per $100 million of NAV the cap is $5 million a quarter (our arithmetic). The early deduction on a $1,000,000 holding sold inside a year is $50,000. The filing also notes that the trust may repurchase “fewer shares than have been requested in any particular quarter to be repurchased under our share repurchase plan, or none at all, in our discretion at any time”.

What changed between the three versions of the Form 10

Reading the original of August 21, 2026 against the amendments of October 6 and October 19 shows a deal being shaped:

The practical point for a reader comparing sources: the first filings, and some summaries of them, quote a “prior month” NAV. The detailed plan in Item 11 and the notes to the balance sheet say two months, but the summary text of Amendment 2 still describes repurchases at the “prior month’s NAV per share” in places, so read the detailed plan, not the summary. The filing also still carries one older sentence in the risk factors that says the board “cannot terminate” the repurchase plan except around a liquidity event, while the description of the plan says the board may terminate it if required by law or around a sale or listing; ask the sponsor which governs.

What is not known yet

• Size and first assets. No agreement for the starting bonds exists, no amount is given, and the Initial Closing date is at the trust’s discretion. The filing says it is “not expected to occur prior to” the registration becoming effective.
• NAV and distributions. The trust plans quarterly distributions with no guaranteed amount, which it may fund from borrowings or offering proceeds. There is no history to quote.
• Leverage. The strategy allows warehouse lines, repurchase agreements and securitized debt; no limit is stated in the sections we read.
• Who holds which series. The filing says there are no holders of record.

What a reader can do with this

• If you are offered shares: ask for the series, the fee waiver terms (if any), the sub-advisory agreement, the valuation policy for the starting bonds and the independent appraisal summary. Ask the date of the Initial Closing and whether the price you pay is the $20.00 starting price or a later NAV.
• If you compare it with the listed company: the trust is private and priced on a manager-set NAV; Angel Oak Mortgage REIT trades daily on the NYSE and reports quarterly (see our review). They are not the same exposure and not the same exit.
• If you hold a similar vehicle: the useful comparison is the fee drag and the exit path, not the headline yield. The table above gives the fee drag per $1,000,000; the repurchase table gives the exit path.
• What would change the picture: an 8-K announcing the Initial Closing and the starting assets, the first monthly NAV, any change to the fee waivers, and the first quarterly repurchase result. Each will appear on EDGAR under CIK 2147245.

FAQ

All figures are from the Form 10-12G filed August 21, 2026 (accession 0001104659-26-099680), the Form 10-12G/A of October 6, 2026 (accession 0001104659-26-113801) and the Form 10-12G/A of October 19, 2026 (accession 0001104659-26-116890) of Angel Oak Residential Evergreen Trust (CIK 2147245), and from the EDGAR submissions records of that CIK and of Angel Oak Mortgage REIT, Inc. (CIK 1766478), read on October 30, 2026. The performance-fee table, the 9.14% and 5.71% catch-up points, the $50,000 early deduction, the $5 million per $100 million cap and the mid-December NAV date are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.