{"url_path":"/sec/abr/8-k/2026-07-06/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ****Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/1253986/0001104659-26-080833-index.html","accession_number":"0001104659-26-080833","cik":"0001253986","ticker":"ABR","issuer_name":"ARBOR REALTY TRUST INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1253986/0001104659-26-080833-index.html","primary_entity_key":"0001253986","primary_entity_name":"ARBOR REALTY TRUST INC"},"word_count":1092,"has_tables":true,"body_markdown":"**Item 1.01****Entry into a Material Definitive Agreement.**\n\n \n\nIndenture and Notes\n\n \n\nOn July 6, 2026, Arbor Realty Trust, Inc., a Maryland corporation\n(the “Company”), completed the issuance and sale of $375 million aggregate principal amount, including the Option\n(as defined below), of its 6.25% Convertible Senior Notes due 2029 (the “Notes”) pursuant to a purchase agreement\n(the “Purchase Agreement”), by and among the Company, Arbor Realty Limited Partnership, a Delaware limited partnership,\nand J.P. Morgan Securities LLC, as representative of the initial purchasers named therein (the “Initial Purchasers”),\nwhereby the Company agreed to sell to the Initial Purchasers and the Initial Purchasers agreed to purchase from the Company, subject\nto and upon the terms and conditions set forth in the Purchase Agreement, the Notes (the “Offering”). Pursuant\nto the Purchase Agreement, the Company granted the Initial Purchasers the right to purchase, exercisable within a 13-day period, up to\nan additional $50 million aggregate principal amount of the Notes (the “Option”). The Initial Purchasers exercised\nthe Option in full on July 1, 2026.\n\n \n\nThe Notes will be senior unsecured obligations of the Company, bear\ninterest at a rate equal to 6.25% per year, payable semiannually in arrears on January 1 and July 1 of each year, beginning on January\n1, 2027 and will mature on July 1, 2029 (the “Maturity Date”), unless earlier converted or repurchased. The Company\nwill not have the right to redeem the Notes prior to maturity and no sinking fund is provided for the Notes. The\nNotes will be convertible prior to April 1, 2029 upon the satisfaction of certain conditions and at any time on or after April 1, 2029\nuntil the close of business on the second scheduled trading day immediately preceding the Maturity Date. Upon conversion, the Company\nwill settle the Notes by paying cash and, if applicable, delivering shares of the Company’s common stock, at the Company’s\nelection.\n\n \n\nThe conversion rate will initially be 164.0016 shares of common stock\nper $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $6.10 per share of common stock). The\nconversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition,\nfollowing certain corporate events that occur prior to the Maturity Date, the Company will increase the conversion rate for a holder\nwho elects to convert its Notes in connection with such a corporate event in certain circumstances.\n\n \n\nIf the Company undergoes a fundamental change (as defined in the Indenture\n(as defined below)), holders may require the Company to repurchase for cash all or any portion of their Notes at a fundamental change\nrepurchase price equal to 100% of the principal amount of the Notes to be repurchased, *plus* accrued and unpaid interest to, but\nexcluding, the fundamental change repurchase date.\n\n \n\nThe gross proceeds to the Company from the sale of the Notes, including\nthe exercise of the Option, was $375 million, before deducting the Initial Purchasers’ discounts and commissions and estimated offering\nexpenses payable by the Company. The Company intends to use the gross proceeds from the Offering to (i) use approximately $11.6 million to\nrepurchase 2,140,300 shares of its common stock concurrently with the pricing of the Offering in privately negotiated transactions through\none of the initial purchasers or its affiliate, as its agent; (ii) repurchase approximately $102.7 million of shares of its\ncommon stock pursuant to the Prepaid Forward Transaction described below; (iii) use a portion of the proceeds, together with cash on hand,\nto redeem in full the Company’s outstanding $270 million of 4.50% Senior Notes due September 1, 2026 at par\nplus accrued and unpaid interest; and (iv) use any remaining proceeds from the Offering for general corporate purposes.\n\n \n\nThe Notes were issued under an indenture, dated as of July 6, 2026,\nbetween the Company and U.S. Bank Trust Company, National Association, as trustee (the “Indenture”).\n\n \n\nThe Notes and the common stock issuable upon conversion of the Notes,\nif any, were offered and sold in a private offering that was exempt from the registration requirements of the Securities Act of 1933,\nas amended (the “Securities Act”). The offering was made only to persons reasonably believed to be “qualified\ninstitutional buyers” under Rule 144A. The Notes and the common stock issuable upon conversion of the Notes, if any, have\nnot been registered under the Securities Act or the securities laws of any other jurisdiction. Unless so registered, the Notes and the\ncommon stock issuable upon conversion of the Notes, if any, may not be offered or sold in the United States except pursuant to an exemption\nfrom, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Initially,\na maximum of 69,188,175 shares of the Company’s common stock may be issued upon conversion of the Notes, based on the initial maximum\nconversion rate of 184.5018 shares of common stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution\nadjustment provisions.\n\n \n\nCopies of the Indenture and the form of the Notes are attached hereto\nas Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated herein by reference. The foregoing summaries do not\npurport to be complete and are qualified in their entirety by reference to the Indenture and the form of the Notes.\n\n \n\n \n\n \n\n \n\nPrepaid Forward Transaction\n\n \n\nOn June 30, 2026, in connection with the pricing of the Notes, the\nCompany entered into a prepaid forward stock purchase transaction (the “Prepaid Forward Transaction”) with one of the\ninitial purchasers of the Notes or its affiliates (in this capacity, the “Forward Counterparty”). The initial aggregate\nnumber of shares of the Company’s common stock underlying the Prepaid Forward Transaction is 18,941,200 shares. On July 6, 2026,\nthe Company used approximately $102.7 million of the gross proceeds of the Offering of the Notes to fund the Prepaid Forward Transaction.\n\n \n\nThe Prepaid Forward Transaction is a separate transaction between the\nCompany and the Forward Counterparty and is not part of the terms of the Notes and will not affect any holder’s rights under the\nNotes or the Indenture. Holders of the Notes will not have any rights with respect to the Prepaid Forward Transaction.\n\n \n\nThe above description of the Prepaid Forward Transaction is a summary\nand is not complete. A copy of the form of confirmation for the Prepaid Forward Transaction is filed as Exhibit 10.1 to this Current\nReport on Form 8-K, and the above summary is qualified by reference to the terms of the form of confirmation set forth in such exhibit."}