ARBOR REALTY TRUST INC 10-K

Item 9A. Controls and Procedures Management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures at December 31, 2025. Based on this evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective at December 31, 2025. No change in internal control over financial reporting occurred during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, internal controls over financial reporting. Management’s Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatement. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We assessed the effectiveness of our internal control over financial reporting at December 31, 2025. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013 Framework). Based on this assessment, we concluded that, at December 31, 2025, our internal control over financial reporting was effective. Our independent registered public accounting firm has issued a report on management’s assessment of our internal control over financial reporting, which is included herein. 119 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Arbor Realty Trust, Inc. Opinion on Internal Control Over Financial Reporting We have audited Arbor Realty Trust, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2025, 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). 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, 2025, 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, 2025 and 2024, the related consolidated statements of income, changes in equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 27, 2026 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP New York, New York February 27, 2026 120 Table of Contents Item 9B. Other Information Effective February 24, 2026, our Board of Directors approved an amendment to the bylaws of the Company to clarify procedural requirements relating to stockholder meetings and director governance matters. Article II – Meetings of Stockholders • Special Meetings (Section 3): The amendments clarify that stockholders proposing business at a special meeting must provide accurate and complete information in accordance with the bylaw requirements. Information that is inaccurate will be deemed not to have been provided. Stockholders may be required to verify the accuracy of submitted information and to update such information to reflect any changes. • Organization and Conduct of Meetings (Section 5): The amendments expressly authorize the chair of a stockholders’ meeting to adopt rules and procedures governing the conduct of the meeting, including restrictions on the use of audio or video recording devices. • Advance Notice of Stockholder Nominations and Proposals (Section 11): The amendments streamline and update the disclosure requirements applicable to stockholder nominations for director and other stockholder proposals. The revised provisions expand the scope of required disclosures to include information required under applicable rules of national securities exchanges on which the Company’s securities are listed. In addition, the definition of “Stockholder Associated Person” was revised to more closely align with applicable statutory language and to reduce ambiguity. Article III – Directors • Emergency Provisions (Section 17): The amendments include a provision addressing Board action in the event of an emergency. The provision permits expanded methods of calling Board meetings, reduces the notice period required for such meetings, and lowers quorum requirements during an emergency. The foregoing description of the amendments is qualified in its entirety by reference to the Company’s amended and restated bylaws, a copy of which is attached hereto as Exhibit 3.9. PART III Item 10. Directors, Executive Officers and Corporate Governance We have an insider trading policy and procedures that govern the purchase, sale and other dispositions of our securities by our directors, officers and employees, as well as by the Company. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards. A copy of our Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19. Based solely on our review of the copies of such forms received by it, or written representations from certain reporting persons that no filings were required for those persons, we believe that during and with respect to the fiscal year ended December 31, 2025 all filings required by Section 16(a) of the Exchange Act were made timely. The information regarding our directors and executive officers set forth under the captions “Board of Directors” and “Executive Officers” of the 2026 Proxy Statement is incorporated herein by reference. The information regarding our code of ethics for our chief executive and other senior financial officers under the caption “Senior Officer Code of Ethics and Code of Business Conduct and Ethics” of the 2026 Proxy Statement is incorporated herein by reference. The information regarding our corporate governance under the caption “Board Committees” in the 2026 Proxy Statement is incorporated herein by reference. Item 11. Executive Compensation The information contained in the section captioned “Executive Compensation” of the 2026 Proxy Statement is incorporated herein by reference. 121 Table of Contents Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information contained in the section captioned “Security Ownership of Certain Beneficial Owners and Management” of the 2026 Proxy Statement is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence The information contained in the sections captioned “Certain Relationships and Related Transactions” and “Director Independence” of the 2026 Proxy Statement is incorporated herein by reference. Item 14. Principal Accountant Fees and Services The information regarding our independent accountants’ fees and services in the sections captioned “Independent Accountants’ Fees” and “Audit Committee Pre-Approval Policy” of the 2026 Proxy Statement is incorporated herein by reference. 122 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a) Financial Statements and Schedules. See the index to the consolidated financial statements and schedules included in Item 8 of this report. (b) Exhibits. Exhibit # Description Form Exhibit # Filing Date 3.1 Articles of Incorporation of Arbor Realty Trust, Inc. S-11 3.1 11/13/2003 3.2 Articles of Amendment to Articles of Incorporation of Arbor Realty Trust, Inc. 10-Q 3.2 8/7/2007 3.3 Articles Supplementary of Arbor Realty Trust, Inc. S-11 3.2 11/13/2003 3.4 Articles Supplementary of 6.375% Series D Cumulative Redeemable Preferred Stock. 8-A 3.7 6/2/2021 3.5 Articles Supplementary of 6.25% Series E Cumulative Redeemable Preferred Stock. 8-A 3.5 8/11/2021 3.6 Articles Supplementary of 6.25% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock. 8-A 3.6 10/12/2021 3.7 New Articles Supplementary classifying 3,565,000 shares of 6.25% Series F Cumulative Redeemable Preferred Stock 8-K 3.2 2/7/2022 3.8 Articles Supplementary designating Special Voting Preferred Stock. 8-K 3.1 7/15/2016 3.9 Amended and Restated Bylaws of Arbor Realty Trust, Inc. 4.1 Form of Certificate for Common Stock. S-11/A 12/31/2003 4.2 Specimen 6.375% Series D Cumulative Redeemable Preferred Stock Certificate. 8-A 4.1 6/2/2021 4.3 Specimen 6.25% Series E Cumulative Redeemable Preferred Stock Certificate. 8-A 4.1 8/11/2021 4.4 Specimen 6.25% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock Certificate. 8-A 4.1 10/12/2021 4.5 Indenture, dated as of April 30, 2021, between Arbor Realty Trust, Inc. and UMB Bank, NA, as trustee. 8-K 4.1 5/4/2021 4.6 Description of securities of Arbor Realty Trust, Inc. 10-K 4.8 2/21/2025 4.7 Indenture, dated as of October 11, 2022, among Arbor Realty SR, Inc., Arbor Realty Trust, Inc. and UMB Bank, N.A., as trustee. 8-K 4.1 10/11/2022 4.8 Indenture, dated as of July 9, 2025, among Arbor Realty SR, Inc., Arbor Realty Trust, Inc. and UMB Bank, N.A., as trustee . 8-K 4.1 7/9/2025 4.9 Indenture, dated as of December 16, 2025, among Arbor Realty SR, Inc., Arbor Realty Trust, Inc. and UMB Bank, N.A., as trustee . 8-K 4.1 12/16/2025 10.1 Non-Competition Agreement, dated July 14, 2016, by and among Arbor Realty Trust, Inc., Arbor Realty Limited Partnership, Arbor Commercial Mortgage, LLC and Ivan Kaufman. 8-K 10.3 7/15/2016 10.2 Registration Rights Agreement, dated July 1, 2003, between Arbor Realty Trust, Inc. and Arbor Commercial Mortgage, LLC. S-11 10.6 11/13/2003 10.3 Form of Restricted Stock Agreement. S-11 10.9 11/13/2003 10.4 Benefits Participation Agreement, dated July 1, 2003, between Arbor Realty Trust, Inc. and Arbor Management, LLC. S-11 10.10 11/13/2003 10.5 Junior Subordinated Indenture, dated May 6, 2009, between Arbor Realty SR, Inc. and The Bank of New York Mellon Trust Company, National Association, as Trustee relating to $29,400,000 aggregate principal amount of Junior Subordinated Notes due 2034. 10-Q 10.30 5/11/2009 123 Table of Contents Exhibit # Description Form Exhibit # Filing Date 10.6 Junior Subordinated Indenture, dated May 6, 2009, between Arbor Realty SR, Inc. and The Bank of New York Mellon Trust Company, National Association, as Trustee relating to $168,000,000 aggregate principal amount of Junior Subordinated Notes due 2034. 10-Q 10.31 5/11/2009 10.7 Junior Subordinated Indenture, dated May 6, 2009, among Arbor Realty SR, Inc., Arbor Realty Trust, Inc., as Guarantor, and Wilmington Trust Company, as Trustee, relating to $21,224,000 aggregate principal amount of Junior Subordinated Notes due 2035. 10-Q 10.32 5/11/2009 10.8 Junior Subordinated Indenture, dated May 6, 2009, among Arbor Realty SR, Inc., Arbor Realty Trust, Inc., as Guarantor, and Wilmington Trust Company, as Trustee, relating to $2,632,000 aggregate principal amount of Junior Subordinated Notes due 2036. 10-Q 10.33 5/11/2009 10.9 Junior Subordinated Indenture, dated May 6, 2009, among Arbor Realty SR, Inc., Arbor Realty Trust, Inc., as Guarantor, and Wilmington Trust Company, as Trustee, relating to $47,180,000 aggregate principal amount of Junior Subordinated Notes due 2037. 10-Q 10.34 5/11/2009 10.10 Amended and restated Annual Incentive Agreement, dated March 31, 2017, by and between Arbor Realty Trust, Inc. and Ivan Kaufman. 10-Q 10.4 5/5/2017 10.11 First Amendment to Amended and restated Annual Incentive Agreement, dated October 31, 2018, by and between Arbor Realty Trust, Inc. and Ivan Kaufman. 10-K 10.12 2/15/2019 10.12 Second amended and restated Annual Incentive Agreement, dated April 22, 2021, by and between Arbor Realty Trust, Inc. and Ivan Kaufman. 10-Q 10.1 7/30/2021 10.13 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-K 2.1 3/2/2016 10.14 Voting and Standstill Agreement, dated February 25, 2016, by and among Arbor Realty Trust, Inc., Arbor Commercial Mortgage, LLC, Arbor Commercial Funding, LLC and the other Persons whose names appear on the signature pages hereto. 8-K 10.1 3/2/2016 10.15 Option Agreement, dated July14, 2016, by and among Arbor Realty Trust, Inc., Arbor Realty Limited Partnership, Arbor Realty SR, Inc. and Arbor Commercial Mortgage, LLC. 8-K 10.1 7/15/2016 10.16 Amendment No. 1 to the Option Agreement, dated May 9, 2017, by and among Arbor Realty Trust, Inc., Arbor Realty Limited Partnership, Arbor Realty SR, Inc. and Arbor Commercial Mortgage, LLC. 8-K 1.1 5/10/2017 10.17 Pairing Agreement, dated July 14, 2016, by and among Arbor Realty Trust, Inc., Arbor Realty Limited Partnership and Arbor Commercial Mortgage, LLC. 8-K 10.5 7/15/2016 10.18 Amended and Restated Limited Liability Company Operating Agreement of ARSR PE, LLC, dated July 14, 2016, by and between Arbor Multifamily Lending, LLC and Arbor Commercial Mortgage, LLC. 8-K 10.6 7/15/2016 10.19 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. 10-Q 10.1 7/31/2020 10.20 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. 10-Q 10.2 7/30/2021 10.21 Pooling and Servicing Agreement, dated as of February 1, 2022, by and among Arbor Private Label Depositor, LLC, Midland Loan Services, Computershare Trust Company and Wilmington Trust. 10-Q 10.1 5/6/2022 124 Table of Contents Exhibit # Description Form Exhibit # Filing Date 10.22 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. 8-K 10.1 5/4/2021 10.23 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. S-4 10.2 6/28/2021 10.24 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. 10-Q 10.2 10/29/2021 10.25 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. 10-Q 10.1 10/29/2021 10.26 Third Amendment dated February 7, 2022 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. 10-Q 10.2 5/6/2022 10.27 Third Amended and Restated Annual Incentive Agreement, dated April 5, 2024, by and between Arbor Realty Trust, Inc. and Ivan Kaufman. 10-Q 10.1 5/3/2024 97 Arbor Realty Trust, Inc. Clawback Policy. 10-K 97 2/20/2024 19 Insider Trading Policy. 10-K 19 2/21/2025 21.1 List of Significant Subsidiaries of Arbor Realty Trust, Inc. 23.1 Consent of Ernst & Young LLP. 31.1 Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14. 31.2 Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14. 32 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.1 Financial statements from the Annual Report on Form 10-K of Arbor Realty Trust, Inc. for the year ended December 31, 2025, filed on February 27, 2026, formatted in XBRL: (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. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, copies of certain instruments defining the rights of holders of our long-term debt are not filed herewith. Pursuant to this regulation, we hereby agree to furnish a copy of any such instrument to the SEC upon request. 125 Table of Contents SIGNATURES 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. By: /s/ Ivan Kaufman Date: February 27, 2026 Name: Ivan Kaufman Title: Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Ivan Kaufman Chairman of the Board of Directors, Chief Executive Officer and President (Principal Executive Officer) February 27, 2026 Ivan Kaufman /s/ Paul Elenio Chief Financial Officer (Principal Financial and Accounting Officer) February 27, 2026 Paul Elenio /s/ Kenneth J. Bacon Director February 27, 2026 Kenneth J. Bacon /s/ Caryn Effron Director February 27, 2026 Caryn Effron /s/ Edward Farrell Director February 27, 2026 Edward Farrell /s/ William C. Green Director February 27, 2026 William C. Green /s/ Melvin F. Lazar Director February 27, 2026 Melvin F. Lazar /s/ John Natalone Director February 27, 2026 John Natalone /s/ Elliot Schwartz Director February 27, 2026 Elliot Schwartz /s/ George Tsunis Director February 27, 2026 George Tsunis /s/ Carrie Wilkens Director February 27, 2026 Carrie Wilkens 126