Item 5. Other Information
Item 5. Other Information
Share Repurchases. We have a share repurchase program providing for the repurchase of up to $150.0 million of our outstanding common stock. The repurchase of our common stock may be made from time to time in the open market, through privately negotiated transactions, or otherwise in compliance with Rule 10b-18 and Rule 10b5-1 under the Exchange Act, based on our stock price, general market conditions, applicable legal requirements and other factors. At June 30, 2026, there was $85.2 million available for repurchase under this program. The program may be discontinued or modified at any time.
During the period covered by this report, no Arbor director or officer adopted , modified or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.
The following table sets forth all common stock purchases made by or on behalf of us and any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) under the Exchange Act, during each of the indicated periods ($ in thousands, except share and per share data).
Period Total Number of Shares Purchased Average Price Paid Per Share (1) Total Number of Shares Purchased as Part of a Publicly Announced Program Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
April 1 - 30, 2026 9,262 $ 7.32 9,262 $ 105,899
May 1 - 31, 2026 2,841,893 5.96 2,841,893 $ 88,970
June 1 - 30, 2026 699,536 5.41 699,536 $ 85,188
3,550,691 $ 5.85 3,550,691
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(1) Excludes broker commission fees.
Supplement to U.S. Federal Income Tax Considerations. The following summary of certain U.S. federal income tax considerations supplements the discussion set forth under the heading “U.S. Federal Income Tax Considerations” in the shelf registration statement on Form S-3ASR filed with the Securities and Exchange Commission on May 3, 2024, including the base prospectus dated as of May 3, 2024 (the “Prospectus”), as amended under the heading “Risk Factors” in our Annual Reports on Form 10-K for the years ended December 31, 2024 and December 31, 2025, and is subject to the qualifications set forth therein. Capitalized terms used but not defined herein have the meanings set forth in the Prospectus. The following summary is for general information only and is not tax advice. This discussion does not purport to deal with all aspects of taxation that may be relevant to our shareholders in light of their personal investment or tax circumstances.
The OBBBA modified certain disclosures under “U.S. Federal Income Tax Considerations” in the Prospectus. Please see below for a brief description of these modifications.
• As described in the Prospectus, stockholders that are individuals, trusts or estates are generally entitled to a deduction equal to 20% of the aggregate amount of ordinary income dividends received from a REIT (not including capital gain dividends or dividends eligible for the reduced rates applicable to “qualified dividend income”), subject to certain limitations. Although originally scheduled to expire for taxable years beginning on or after January 1, 2026, the legislation made this 20% deduction permanent; and
• The limitation on a REIT’s ownership of TRS securities has been increased from 20% to 25% of the REIT’s total assets, effective for taxable years beginning after December 31, 2025.
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Item 6. Exhibits
Incorporated by Reference
Exhibit # Description Form Exhibit # Filing Date
3.1 Articles of Incorporation of Arbor Realty Trust, Inc.
S-11 3.1 11/13/03
3.2 Articles of Amendment to Articles of Incorporation of Arbor Realty Trust, Inc.
10-Q 3.2 08/07/07
3.3 Amended and Restated Bylaws of Arbor Realty Trust, Inc.
8-K 3.1 12/01/20
10.1 Employment Agreement by and between Arbor Realty Trust, Inc. and Yoni Goodman
8-K 10.1 02/17/26
10.2 Amendment to Employment Agreement by and between Arbor Realty Trust, Inc. and Yoni Goodman
8-K 10.2 02/17/26
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 Financial statements from the Quarterly Report on Form 10-Q of Arbor Realty Trust, Inc. for the quarter ended June 30, 2026, filed on July 31, 2026, formatted in Inline Extensible Business Reporting Language (“XBRL”): (1) the Consolidated Balance Sheets, (2) the Consolidated Statements of Operations, (3) the Consolidated Statements of Changes in Equity, (4) the Consolidated Statements of Cash Flows and (5) the Notes to Consolidated Financial Statements.
104 Cover Page Interactive Data File (formatted in 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.
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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 thereunto duly authorized.
ARBOR REALTY TRUST, INC .
Date: July 31, 2026
By: /s/ Ivan Kaufman
Ivan Kaufman
Chief Executive Officer
Date: July 31, 2026
By: /s/ Paul Elenio
Paul Elenio
Chief Financial Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.