What changed in this filing

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Item 9A. Controls and Procedures

2022-02-18 compared with 2021-02-19 · 49 added, 24 removed, 157 unchanged (32% of the section changed)

16 unchanged sentences

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of

Arbor Realty Trust, Inc.

To the Stockholders and the Board of Directors of Arbor Realty Trust, Inc.

and Subsidiaries

1 unchanged sentence

We have audited Arbor Realty Trust, Inc.

and Subsidiaries’ internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

and Subsidiaries’ internal control over financial reporting as of December 31, 2021, based on criteria established in the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria).

In our opinion, Arbor Realty Trust, Inc.

and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 19, 2021 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of income, changes in equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 18, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

38 unchanged sentences

Articles Supplementary of Arbor Realty Trust, Inc.

Articles Supplementary of 8.250% Series A Cumulative Redeemable Preferred Stock.

Articles Supplementary of 7.75% Series B Cumulative Redeemable Preferred Stock.

Articles Supplementary of 8.50% Series C Cumulative Redeemable Preferred Stock.

Articles Supplementary of 6.375% Series D Cumulative Redeemable Preferred Stock.

Articles Supplementary reclassifying and designating the authorized shares of 8.25% Series A Cumulative Redeemable Preferred Stock, 7.75% Series B Cumulative Redeemable Preferred Stock and 8.50% Series C Cumulative Redeemable Preferred Stock as additional shares of undesignated preferred stock of Arbor Realty Trust, Inc.

Articles Supplementary of 6.25% Series E Cumulative Redeemable Preferred Stock.

Articles Supplementary of 6.25% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock.

New Articles Supplementary classifying 3,565,000 shares of 6.25% Series F Cumulative Redeemable Preferred Stock (29)

Articles Supplementary designating Special Voting Preferred Stock.

1 unchanged sentence

Form of Certificate for Common Stock.

Specimen 8.250% Series A Cumulative Redeemable Preferred Stock Certificate.

Specimen 7.75% Series B Cumulative Redeemable Preferred Stock Certificate.

Specimen 8.50% Series C Cumulative Redeemable Preferred Stock Certificate.

Specimen 6.375% Series D Cumulative Redeemable Preferred Stock Certificate.

Specimen 6.25% Series E Cumulative Redeemable Preferred Stock Certificate.

Specimen 6.25% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock Certificate.

Indenture, dated March 13, 2018, between Arbor Realty Trust, Inc.

6 unchanged sentences

Bank National Association, as trustee.

Indenture, dated as of April 30, 2021, between Arbor Realty Trust, Inc.

and UMB Bank, NA, as trustee.

Form of 5.00% Senior Note due 2026 (included in Exhibit 4.9).

Description of securities of Arbor Realty Trust, Inc.

17 unchanged sentences

and Ivan Kaufman.

Second amended and restated Annual Incentive Agreement, dated April 22, 2021, by and between Arbor Realty Trust, Inc.

and Ivan Kaufman.

Asset Purchase Agreement, dated February 25, 2016, by and among Arbor Realty Trust, Inc., Arbor Realty Limited Partnership, ARSR Acquisition Company, LLC, Arbor Commercial Funding, LLC and Arbor Commercial Mortgage, LLC (the schedules are omitted pursuant to Item 601(b)(2) of Regulation S-K).

8 unchanged sentences

Pooling and Servicing Agreement, dated as of May 1, 2020, by and among Arbor Private Label Depositor, LLC, Midland Loan Services and Wells Fargo Bank, National Association.

Pooling and Servicing Agreement, dated as of June 1, 2021, by and among Arbor Private Label Depositor, LLC, Midland Loan Services and Wells Fargo Bank, National Association.

Form of Registration Rights Agreement relating to the 5.00% Senior Notes due 2026, dated as of April 30, 2021, among Arbor Realty Trust, Inc.

and the several purchasers of the Notes party thereto.

Fourth Amended and Restated Agreement of Limited Partnership of Arbor Realty Limited Partnership, dated June 25, 2021, by and among Arbor Realty GPOP, Inc., Arbor Realty LPOP, Inc., Arbor Commercial Mortgage, LLC and Arbor Realty Trust, Inc.

First Amendment dated August 25, 2021 to the Fourth Amended and Restated Agreement of Limited Partnership of Arbor Realty Limited Partnership, dated June 25, 2021, by and among Arbor Realty GPOP, Inc., Arbor Realty LPOP, Inc., Arbor Commercial Mortgage, LLC and Arbor Realty Trust, Inc.

Second Amendment dated October 12, 2021 to the Fourth Amended and Restated Agreement of Limited Partnership of Arbor Realty Limited Partnership, dated June 25, 2021, by and among Arbor Realty GPOP, Inc., Arbor Realty LPOP, Inc., Arbor Commercial Mortgage, LLC and Arbor Realty Trust, Inc.

List of Significant Subsidiaries of Arbor Realty Trust, Inc.

8 unchanged sentences

for the year ended December 31, 2021, filed on February 18, 2022, formatted in XBRL:

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Equity, (v) Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements and (vii) Schedule IV.

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Changes in Equity, (iv) Consolidated Statements of Cash Flows, (v) Notes to Consolidated Financial Statements and (vi) Schedule IV.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

2 unchanged sentences

EXHIBIT INDEX

Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.

Incorporated by reference to Exhibit 3.1 of Form 8-K filed December 1, 2020.

Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.

Incorporated by reference to Annual Report on Form 10-K for the year ended December 31, 2018.

Incorporated by reference to Registration Statement on Form S-11 (No.

333-110472), as amended, filed November 13, 2003.

Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended June 30, 2007

Incorporated by reference to Exhibit 3.7 on Form 8-A filed June 2, 2021.

Incorporated by reference to Exhibit 3.1 on Form 8-K filed June 28, 2021.

Incorporated by reference to Exhibit 3.5 on Form 8-A filed August 11, 2021.

Incorporated by reference to Exhibit 3.6 on Form 8-A filed October 12, 2021.

Incorporated by reference to Form 8-K filed July 15, 2016.

Incorporated by reference to Exhibit 1.1 of Form 8-K filed May 10, 2017.

Incorporated by reference to Exhibit 3.1 of Form 8-K filed December 1, 2020.

Incorporated by reference to Registration Statement on Form S-11/A (No.

333-110472), as amended, filed December 31, 2003.

Incorporated by reference to Form 8-A filed February 1, 2013.

Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.

Incorporated by reference to Form 8-K filed March 2, 2016.

Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.

Incorporated by reference to Annual Report on Form 10-K for the year ended December 31, 2019.

Incorporated by reference to Form 8-A filed May 8, 2013.

Incorporated by reference to Form 8-A filed February 24, 2014.

Incorporated by reference to Exhibit 4.1 on Form 8-A, filed June 2, 2021.

Incorporated by reference to Exhibit 4.1 on Form 8-A filed August 11, 2021.

Incorporated by reference to Exhibit 4.1 on Form 8-A filed October 12, 2021.

Incorporated by reference to Exhibit 4.1 of Form 8-K filed March 13, 2018.

2 unchanged sentences

Incorporated by reference to Exhibit 4.1 of Form 8-K filed November 12, 2019.

Incorporated by reference to Exhibit 4.1 on Form 8-K filed May 4, 2021.

Incorporated by reference to Annual Report on Form 10-K for the year ended December 31, 2019.

Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.

Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.

Incorporated by reference to Annual Report on Form 10-K for the year ended December 31, 2018.

Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.

Incorporated by reference to Form 8-K filed March 2, 2016.

Incorporated by reference to Exhibit 1.1 of Form 8-K filed May 10, 2017.

Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.

Incorporated by reference to Exhibit 10.1 on Form 8-K filed May 4, 2021.

Incorporated by reference to Exhibit 10.2 on Form S-4 (No.

333-257494) filed June 28, 2021.

Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.

Incorporated by reference to Exhibit 3.2 of Form 8-K filed February 7, 2022.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ARBOR REALTY TRUST, INC.

February 19, 2021

/s/ Ivan Kaufman.

February 18, 2022

Chief Executive Officer

11 unchanged sentences

February 18, 2022

/s/ Caryn Effron

February 18, 2022

/s/ Edward Farrell

15 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures