{"url_path":"/sec/axr/8-k/2026-09-11/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/6207/0001104659-26-107091-index.html","accession_number":"0001104659-26-107091","cik":"0000006207","ticker":"AXR","issuer_name":"AMREP CORP.","edgar_url":"https://www.sec.gov/Archives/edgar/data/6207/0001104659-26-107091-index.html","primary_entity_key":"0000006207","primary_entity_name":"AMREP CORP."},"word_count":676,"has_tables":true,"body_markdown":"**Item 5.02 Departure of Directors or Certain Officers; Election of\nDirectors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\nOn September 10, 2026,\nthe shareholders of the Company, at the Company’s 2026 Annual Meeting of Shareholders, approved the AMREP Corporation 2026 Equity\nCompensation Plan (the “Plan”). The Plan will become effective on September 20, 2026. The Plan terminates on, and no award\nwill be granted under the Plan on or after, September 19, 2036; provided, however, that the Company’s Board of Directors (the “Board”)\nmay, at any time prior to that date, terminate the Plan.\n\n \n\nThe Plan is administered\nby the Compensation and Human Resources Committee of the Board (the “Committee”). All directors and employees of the Company\nor its affiliates are eligible to receive awards under the Plan, including the Company’s named executive officers, Christopher V.\nVitale and Adrienne M. Uleau.\n\n \n\nAwards under the Plan\nmay be made to eligible persons in the form of options, restricted stock, restricted stock units, deferred stock units, stock appreciation\nrights, dividend equivalent rights and other forms of equity-based awards, as contemplated in the Plan. With respect to option awards,\nthe exercise price of the option is required to be at least 100% of the fair market value of a share of the Company’s common stock,\npar value $0.10 per share (“Common Stock”) on the grant date. The aggregate maximum number of shares of Common Stock that\nmay be granted under the Plan is 500,000 shares, subject to adjustment in the event there is a merger, consolidation, stock split, reclassification,\nrecapitalization or similar transaction with respect to the Common Stock.\n\n \n\nThe maximum number of\nshares of Common Stock that may underlie options granted in any calendar year to any eligible participant under the Plan, other than any\nnon-employee director of the Company or its subsidiaries (each a “Director”), may not exceed 50,000 shares. The maximum number\nof shares of Common Stock that may underlie awards issued under the Plan, other than options, granted in any calendar year to any eligible\nparticipant under the Plan, other than any Director, may not exceed 30,000 shares. The maximum number of shares of Common Stock that may\nunderlie options granted in any calendar year to any Director may not exceed 25,000 shares. The maximum number of shares of Common Stock\nthat may underlie awards issued under the Plan, other than options, granted in any calendar year to any Director may not exceed 15,000\nshares. Awards under the Plan may, but are not required to, be subject to one or more measures of objective or subjective business, financial\nor individual performance or other performance criteria established by the Committee in its discretion.\n\n \n\nOn September 10, 2026,\nthe Board approved the Form of Deferred Stock Unit Agreement to be used for awards of deferred stock units under the Plan and the Compensation\nand Human Resources Committee of the Board approved the Form of Restricted Stock Award Agreement to be used for awards of restricted stock\nunder the Plan.\n\n \n\n \n\n \n\nAs discussed in the Company’s\nProxy Statement filed with the Securities and Exchange Commission on August 4, 2026, on the last trading day of calendar year 2026 and\neach year thereafter, each non-employee member of the Board shall be issued the number of deferred stock units of the Company under the\nPlan equal to $30,000 divided by the closing price per share of Common Stock reported on the New York Stock Exchange on such date, provided\nthat, such amount is pro-rated to reflect any director’s removal or retirement from the Board, any decision that a director not\nstand for reelection to the Board or any new director being appointed or elected to the Board.\n\n \n\nThe foregoing description\nof the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, which is attached\nhereto as Exhibit 10.1 and is incorporated herein by reference. The Form of Deferred Stock Unit Agreement and Form of Restricted Stock\nAward Agreement are attached hereto as Exhibits 10.2 and 10.3."}