6 unchanged sentences
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:
−Removed: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
−Removed: (ii) 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;
−Removed: and (iii) 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.
+Added: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
+Added: (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;
+Added: 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.
9 unchanged sentences
We have audited Arbor Realty Trust, Inc.
−Removed: and Subsidiaries’ internal control over financial reporting as of December 31, 2022, 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).
−Removed: In our opinion, Arbor Realty Trust, Inc.
−Removed: and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.
−Removed: 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, 2022 and 2021, the related consolidated statements of income, changes in equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 17, 2023 expressed an unqualified opinion thereon.
+Added: and Subsidiaries’ internal control over financial reporting as of December 31, 2023, 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).
+Added: 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, 2023, based on the COSO criteria.
+Added: 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, 2023 and 2022, the related consolidated statements of income, changes in equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 20, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
34 unchanged sentences
See the index to the consolidated financial statements and schedules included in Item 8 of this report.
−Removed: (b) Exhibits.
+Added: Exhibit # Description Form Exhibit # Filing Date
3.1 Articles of Incorporation of Arbor Realty Trust, Inc.
+Added: S-11 3.1 11/13/2003
3.2 Articles of Amendment to Articles of Incorporation of Arbor Realty Trust, Inc.
+Added: 10-Q 3.2 8/7/2007
3.3 Articles Supplementary of Arbor Realty Trust, Inc.
+Added: S-11 3.2 11/13/2003
3.4 Articles Supplementary of 6.375% Series D Cumulative Redeemable Preferred Stock.
+Added: 8-A 3.7 6/2/2021
3.5 Articles Supplementary of 6.25% Series E Cumulative Redeemable Preferred Stock.
+Added: 8-A 3.5 8/11/2021
3.6 Articles Supplementary of 6.25% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock.
+Added: 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
+Added: 8-K 3.2 2/7/2022
3.8 Articles Supplementary designating Special Voting Preferred Stock.
+Added: 8-K 3.1 7/15/2016
3.9 Amended and Restated Bylaws of Arbor Realty Trust, Inc.
+Added: 10-K 3.9 2/17/2023
4.1 Form of Certificate for Common Stock.
+Added: S-11/A 12/31/2003
4.2 Specimen 6.375% Series D Cumulative Redeemable Preferred Stock Certificate.
+Added: 8-A 4.1 6/2/2021
4.3 Specimen 6.25% Series E Cumulative Redeemable Preferred Stock Certificate.
+Added: 8-A 4.1 8/11/2021
4.4 Specimen 6.25% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock Certificate.
−Removed: Indenture, dated March 13, 2018, between Arbor Realty Trust, Inc.
−Removed: Bank National Association, as trustee.
−Removed: Indenture, dated July 3, 2018, between Arbor Realty Trust, Inc.
−Removed: Bank National Association, as trustee.
−Removed: Indenture, dated July 20, 2018, between Arbor Realty Trust, Inc.
−Removed: Bank National Association, as trustee.
−Removed: Indenture, dated November 12, 2019, between Arbor Realty Trust, Inc.
−Removed: Bank National Association, as trustee.
+Added: 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.
+Added: 8-K 4.1 5/4/2021
4.6 Indenture, dated as of August 5, 2022, between Arbor Realty Trust, Inc.
Bank Trust Company, National Association, as trustee.
+Added: 8-K 4.1 8/5/2022
4.7 Form of 5.00% Senior Note due 2026 (included in Exhibit 4.
4.8 Description of securities of Arbor Realty Trust, Inc.
+Added: 10-K 4.13 2/14/2020
4.9 Form of 7.50% Convertible Senior Notes due 2025 (included in Exhibit 4.10).
1 unchanged sentence
and UMB Bank, N.A., as trustee.
+Added: 8-K 4.1 10/11/2022
4.11 Form of 8.50% Senior Notes due 2027 (included in Exhibit 4.1 0 ).
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.
+Added: 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.
+Added: S-11 10.6 11/13/2003
10.3 Form of Restricted Stock Agreement.
+Added: 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.
+Added: 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.
+Added: 10-Q 10.30 5/11/2009
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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).
+Added: 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.
+Added: 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.
+Added: 8-K 10.1 7/15/2016
10.16 Amendment No.
1 unchanged sentence
and Arbor Commercial Mortgage, LLC.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 10-Q 10.1 5/6/2022
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 10-Q 10.2 5/6/2022
21.1 List of Significant Subsidiaries of Arbor Realty Trust, Inc.
5 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Financial statements of Wakefield Investments Holdings LLC.
+Added: 97 Arbor Realty Trust, Inc.
+Added: Clawback Policy
101.1 Financial statements from the Annual Report on Form 10-K of Arbor Realty Trust, Inc.
10 unchanged sentences
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.
−Removed: /s/ Ivan Kaufman
−Removed: Chairman of the Board of Directors,
+Added: Signature Title Date
+Added: /s/ Ivan Kaufman Chairman of the Board of Directors,
Chief Executive Officer and President
−Removed: (Principal Executive Officer)
−Removed: February 17, 2023
−Removed: /s/ Paul Elenio
−Removed: Chief Financial Officer
−Removed: (Principal Financial and Accounting Officer)
−Removed: February 17, 2023
+Added: (Principal Executive Officer) February 20, 2024
+Added: /s/ Paul Elenio Chief Financial Officer
+Added: (Principal Financial and Accounting Officer) February 20, 2024
/s/ Kenneth J.
−Removed: February 17, 2023
−Removed: /s/ Caryn Effron
−Removed: February 17, 2023
−Removed: /s/ Edward Farrell
+Added: Bacon Director February 20, 2024
+Added: /s/ Caryn Effron Director February 20, 2024
+Added: /s/ Edward Farrell Director February 20, 2024
Edward Farrell
−Removed: February 17, 2023
/s/ William C.
−Removed: February 17, 2023
+Added: Green Director February 20, 2024
/s/ Melvin F.
−Removed: February 17, 2023
−Removed: /s/ Joseph Martello
+Added: Lazar Director February 20, 2024
+Added: /s/ Joseph Martello Director February 20, 2024
Joseph Martello
−Removed: February 17, 2023
−Removed: /s/ Elliot Schwartz
+Added: /s/ Elliot Schwartz Director February 20, 2024
Elliot Schwartz
−Removed: February 17, 2023
+Added: /s/ Carrie Wilkens
+Added: Director February 20, 2024
+Added: Carrie Wilkens
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.