Arbor Realty Trust filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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| Item 8.01 | Other Events. |
On June 30, 2026, Arbor Realty Trust, Inc. (the “Company”) priced an offering of $325 million aggregate principal amount of Convertible Senior Notes due 2029 (the “Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), concurrently entered privately negotiated transactions to repurchase shares of its common stock through one of the initial purchasers or its affiliate, as its agent (the “Concurrent Share Repurchase”) and entered into a prepaid forward stock purchase transaction (the “Prepaid Forward Transaction”) with one of the initial purchasers of the Notes or its affiliates (in this capacity, the “Forward Counterparty”).
The Company intends to use the gross proceeds from the offering of $325 million, or $375 million if the initial purchasers fully exercise their option to purchase additional Notes, before deducting the initial purchasers’ discounts and commissions and offering expenses to (i) use approximately $11.6 million to repurchase 2.1 million shares of its common stock pursuant to the Concurrent Share Repurchase; (ii) repurchase approximately $102.7 million of shares of its common stock pursuant to the Prepaid Forward Transaction; (iii) use a portion of the proceeds, together with cash on hand, to redeem in full the Company’s outstanding $270 million of 4.50% Senior Notes due September 1, 2026 at par plus accrued and unpaid interest; and (iv) use any remaining proceeds from the offering for general corporate purposes.
The Prepaid Forward Transaction is a separate transaction between the Company and the Forward Counterparty and is not part of the terms of the Notes and will not affect any holder's rights under the Notes or the indenture. Holders of the Notes will not have any rights with respect to the Prepaid Forward Transaction.
Copies of the press releases announcing the Company’s intention to offer the Notes and the pricing of the offering are attached hereto as Exhibits 99.1 and 99.2, respectively and are incorporated herein by reference.
The offer and sale of the Notes have not been and will not be registered under the Securities Act or any state securities laws, and, unless so registered, the Notes may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit Number | Exhibit | |
| 99.1 | Press release, dated June 30, 2026 | |
| 99.2 | Press release, dated June 30, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ARBOR REALTY TRUST, INC. | ||
| By: | /s/ Paul Elenio | |
| Name: | Paul Elenio | |
| Title: | Chief Financial Officer | |
| Date: July 1, 2026 | ||