Form 8-K

8-K — ARBOR REALTY TRUST INC

Accession: 0001104659-26-079862

Filed: 2026-07-01

Period: 2026-06-30

CIK: 0001253986

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2619560d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2619560d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2619560d1_ex99-2.htm)

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8-K — FORM 8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2026

Arbor

Realty Trust, Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS

CHARTER)

maryland

(STATE OF INCORPORATION)

001-32136

20-0057959

(COMMISSION

FILE NUMBER)

(IRS

EMPLOYER ID. NUMBER)

333

Earle Ovington Boulevard,

Suite 900

Uniondale,

New York

11553

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(ZIP CODE)

(516)

506-4200

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING

AREA CODE)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.01 per share

ABR

New

York Stock Exchange

Preferred

Stock, 6.375% Series D Cumulative Redeemable, par value $0.01 per share

ABR-PD

New

York Stock Exchange

Preferred

Stock, 6.25% Series E Cumulative Redeemable, par value $0.01 per share

ABR-PE

New

York Stock Exchange

Preferred

Stock, 6.25% Series F Fixed-to-Floating Rate Cumulative Redeemable, par value $0.01 per share

ABR-PF

New

York Stock Exchange

Indicate by check mark whether the registrant is

an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other

Events.

On June 30, 2026, Arbor Realty Trust, Inc. (the “Company”)

priced an offering of $325 million aggregate principal amount of Convertible Senior Notes due 2029 (the “Notes”) in

a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities

Act”), concurrently entered privately negotiated transactions to repurchase shares of its common stock through one of the initial

purchasers or its affiliate, as its agent (the “Concurrent Share Repurchase”) and entered into a prepaid forward stock

purchase transaction (the “Prepaid Forward Transaction”) with one of the initial purchasers of the Notes or its affiliates

(in this capacity, the “Forward Counterparty”).

The Company intends to use the gross proceeds from the offering of $325

million, or $375 million if the initial purchasers fully exercise their option to purchase additional Notes, before deducting

the initial purchasers’ discounts and commissions and offering expenses to (i) use approximately $11.6 million to repurchase

2.1 million shares of its common stock pursuant to the Concurrent Share Repurchase; (ii) repurchase approximately $102.7 million of

shares of its common stock pursuant to the Prepaid Forward Transaction; (iii) use a portion of the proceeds, together with cash on hand,

to redeem in full the Company’s outstanding $270 million of 4.50% Senior Notes due September 1, 2026 at par

plus accrued and unpaid interest; and (iv) use any remaining proceeds from the offering for general corporate purposes.

The Prepaid Forward Transaction is a separate transaction between the

Company and the Forward Counterparty and is not part of the terms of the Notes and will not affect any holder's rights under the Notes

or the indenture. Holders of the Notes will not have any rights with respect to the Prepaid Forward Transaction.

Copies of the press releases announcing the Company’s intention

to offer the Notes and the pricing of the offering are attached hereto as Exhibits 99.1 and 99.2, respectively and are incorporated herein

by reference.

The offer and sale of the Notes have not been and will not be registered

under the Securities Act or any state securities laws, and, unless so registered, the Notes may not be offered or sold in the United States

or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities

Act and applicable state securities laws.

Item 9.01 Financial

Statements and Exhibits.

(d) Exhibits

Exhibit Number

Exhibit

99.1

Press release, dated June 30, 2026

99.2

Press release, dated June

30, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

ARBOR REALTY TRUST, INC.

By:

/s/

Paul Elenio

Name:

Paul Elenio

Title:

Chief Financial Officer

Date: July 1, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2619560d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Arbor Realty Trust, Inc. Announces Proposed

Private Offering

of Convertible Senior

Notes due 2029

Uniondale, N.Y., June

30, 2026 — Arbor Realty Trust, Inc. (“Arbor” or the “Company”) (NYSE: ABR) today announced that it intends

to offer, subject to market and other conditions, $300 million aggregate principal amount of Convertible Senior Notes due 2029 (the “Notes”)

in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities

Act of 1933, as amended (the “Securities Act”). The Company also expects to grant the initial purchasers of the Notes a 13-day

option to purchase up to an additional $45 million aggregate principal amount of the Notes on the same terms and conditions.

The Notes will be senior, unsecured obligations of the Company, will

accrue interest payable semi-annually in arrears and will mature on July 1, 2029, unless earlier repurchased or converted. Noteholders

will have the right to convert their Notes in certain circumstances and during specified periods. Upon conversion, the Company will settle

the Notes by paying cash and, if applicable, delivering shares of the Company’s common stock, at the Company’s sole election.

The Notes will not be redeemable at the Company’s election before

maturity.

If certain corporate events that constitute a “fundamental change”

occur, then, subject to a limited exception, noteholders may require the Company to repurchase their Notes for cash. The repurchase price

will be equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the

applicable repurchase date.

The interest rate, initial conversion rate and other terms of the

Notes will be determined at the pricing of the offering.

The Company intends to use (i) up to approximately $130 million of

the net proceeds to repurchase shares of its common stock (x) concurrently with the pricing of this offering in privately negotiated

transactions through one of the initial purchasers or its affiliate, as its agent and (y) as pursuant to the prepaid forward transaction

described below; (ii) a portion of the net proceeds, together with cash on hand, to redeem in full the Company’s outstanding $270

million of 4.50% Senior Notes due September 1, 2026 at par plus accrued and unpaid interest; and (iii) any remaining proceeds from the

offering for general corporate purposes.

In connection with the pricing of the Notes, the Company expects

to enter into a prepaid forward stock repurchase transaction (the “prepaid forward”) with one of the initial purchasers

or its affiliates (the “forward counterparty”). The prepaid forward is generally intended to facilitate privately

negotiated derivative transactions, including swaps, between the forward counterparty and/or its affiliates and certain investors in

the Notes relating to shares of the Company’s common stock by which such investors in the Notes will establish short positions

relating to shares of the Company’s common stock and otherwise hedge their investments in the Notes. As a result, the prepaid

forward is expected to allow such investors to establish short positions that generally correspond to (but may be greater than)

commercially reasonable initial hedges of their investment in the Notes. In the event of such greater initial hedges, investors may

offset such greater portion by purchasing shares of the Company’s common stock on the day the Company prices the Notes.

Facilitating investors’ hedge positions by entering into the prepaid forward, particularly if investors purchase shares of the

Company’s common stock on the pricing date, could increase (or reduce the size of any decrease in) the market price of shares

of the Company’s common stock and effectively raise the initial conversion price of the Notes. In connection with establishing

their initial hedges of the prepaid forward, the forward counterparty or its affiliates generally expect to, but are not required

to, enter into one or more derivative transactions with respect to shares of the Company’s common stock with the investors of

the Notes concurrently with or after the pricing of the Notes.

The Company’s concurrent repurchases of shares of its common

stock, the entry into the prepaid forward with the forward counterparty and the entry by the forward counterparty into derivative transactions

in respect of the Company’s common stock with the investors of the Notes could have the effect of increasing (or reducing the size

of any decrease in) the market price of the Company’s common stock concurrently with, or shortly after, the pricing of the Notes

and effectively raising the initial conversion price of the Notes.

Neither the Company nor the forward counterparty will control how

investors of the Notes may use such derivative transactions. In addition, such investors may enter into other transactions relating to

the Company’s common stock or the Notes in connection with or in addition to such derivative transactions, including the purchase

or sale of shares of the Company’s common stock. As a result, the existence of the prepaid forward, such derivative transactions

and any related market activity could cause more purchases or sales of the Company’s common stock over the terms of the prepaid

forward than there otherwise would have been had the Company not entered into the prepaid forward. Such purchases or sales could potentially

increase (or reduce the size of any decrease in) or decrease (or reduce the size of any increase in) the market price of the Company’s

common stock and/or the price of the Notes.

In addition, the forward counterparty and/or its affiliates may modify

their hedge positions by entering into or unwinding one or more derivative transactions with respect to shares of the Company’s

common stock and/or purchasing or selling shares of the Company’s common stock or other securities of the Company in secondary

market transactions at any time following the pricing of the Notes and prior to the maturity of the Notes. These activities could also

cause or avoid an increase or a decrease in the market price of the Company’s common stock or the Notes, which could affect the

ability of noteholders to convert the Notes and, to the extent the activity occurs following conversion or during any observation period

related to a conversion of Notes, it could affect the amount and value of the consideration that noteholders will receive upon conversion

of the Notes.

The offer and sale of the Notes has not been and will not be registered

under the Securities Act or any state securities laws, and, unless so registered, the Notes may not be offered or sold in the United

States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements

of the Securities Act and applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation

of an offer to buy any securities, nor shall it constitute an offer, or the solicitation of any sale, of any securities in any jurisdiction

in which such offer, solicitation or sale is unlawful.

About Arbor Realty Trust, Inc.

Arbor Realty Trust, Inc. (NYSE: ABR) is a nationwide real

estate investment trust and direct lender, providing loan origination and servicing for multifamily, single-family rental (SFR) portfolios,

and other diverse commercial real estate assets. Headquartered in New York, Arbor manages a multibillion-dollar servicing portfolio,

specializing in government-sponsored enterprise products. Arbor is a leading Fannie Mae DUS® lender, Freddie Mac Optigo®

Seller/Servicer, and an approved FHA Multifamily Accelerated Processing (MAP) lender. Arbor’s product platform also includes bridge, CMBS, mezzanine,

and preferred equity loans. Rated by Standard and Poor’s and Fitch Ratings, Arbor is committed to building on its

reputation for service, quality, and customized solutions with an unparalleled dedication to providing our clients excellence over the

entire life of a loan.

Safe Harbor Statement

Certain items in this press release may constitute forward-looking

statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These

statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties that

could cause actual results to differ materially from those described in the forward-looking statements. The Company can give no assurance

that its expectations will be attained. Factors that could cause actual results to differ materially from the Company’s expectations

include, but are not limited to, changes in economic conditions generally, and the real estate markets specifically, continued ability

to source new investments, changes in interest rates and/or credit spreads, and other risks detailed in the Company’s Annual Report

on Form 10-K for the year ended December 31, 2025 and its other reports filed with the Securities and Exchange Commission.

Such forward-looking statements speak only as of the date of this press release. The Company expressly disclaims any obligation or undertaking

to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s

expectations with regard thereto or change in events, conditions, or circumstances on which any such statement is based.

Contact:

Arbor Realty Trust, Inc.

Investor Relations

516-506-4200

InvestorRelations@arbor.com

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2619560d1_ex99-2.htm · Sequence: 3

Exhibit 99.2

Arbor Realty Trust, Inc. Announces Pricing

of Its Upsized

Offering of $325 Million of 6.25% Convertible

Senior Notes due 2029

Uniondale, N.Y., June

30, 2026 — Arbor Realty Trust, Inc. (“Arbor” or the “Company”) (NYSE: ABR) today announced the pricing

of its upsized offering of $325 million aggregate principal amount of its 6.25% Convertible Senior Notes due 2029 (the “Notes”)

in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities

Act”). The aggregate principal amount of the offering was increased from the previously announced offering of $300 million aggregate

principal amount of Notes. The sale of the Notes to the initial purchasers is expected to settle on or about July 6, 2026, subject to

customary closing conditions. The Company also granted the initial purchasers of the Notes a 13-day option to purchase up to an additional

$50 million aggregate principal amount of the Notes on the same terms and conditions.

The Notes will be senior, unsecured obligations of the Company and

will accrue interest at a rate equal to 6.25% per annum, payable semiannually in arrears on January 1 and July 1 of each year, beginning

on January 1, 2027 and will mature on July 1, 2029, unless earlier converted or repurchased. The Company will not have the right to redeem

the Notes prior to maturity. Prior to April 1, 2029, the Notes will be convertible only under certain circumstances. On or after April

1, 2029, holders may convert their Notes at any time prior to the close of business on the second scheduled trading day immediately preceding

July 1, 2029. Upon conversion, the Company will settle the Notes by paying cash and, if applicable, delivering shares of the Company’s

common stock, at the Company’s sole election. The conversion rate will initially equal 164.0016 shares of the Company’s common

stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $6.10 per share of common

stock, representing an approximate 12.5% conversion premium based on the closing price of the Company’s common stock of $5.42 per

share on June 30, 2026.

If a “fundamental change” (as defined in the indenture

for the Notes) occurs, then, subject to a limited exception, noteholders may require the Company to repurchase their Notes for cash.

The repurchase price will be equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any,

to, but excluding, the applicable repurchase date.

The Company intends to use the gross proceeds from the offering of

$325 million, or $375 million if the initial purchasers fully exercise their option to purchase additional Notes, before deducting the

initial purchasers’ discounts and commissions and offering expenses to (i) use approximately $11.6 million to repurchase 2.1 million

shares of its common stock concurrently with the pricing of this offering in privately negotiated transactions through one of the initial

purchasers or its affiliate, as its agent; (ii) repurchase approximately $102.7 million of shares of its common stock pursuant to the

prepaid forward transaction described below; (iii) use a portion of the proceeds, together with cash on hand, to redeem in full the Company’s

outstanding $270 million of 4.50% Senior Notes due September 1, 2026 at par plus accrued and unpaid interest; and (iv) use any remaining

proceeds from the offering for general corporate purposes.

In connection with the pricing of the Notes, the Company entered

into a prepaid forward stock repurchase transaction (the “prepaid forward”). Pursuant to the prepaid forward, the

Company will repurchase an aggregate of approximately $102.7 million of shares of the Company’s common stock through a

privately negotiated prepaid forward with one of the initial purchasers or its affiliates (the “forward counterparty”).

The initial aggregate number of shares of the Company’s common stock underlying the prepaid forward is approximately 18.9

million shares. In the event that the Company pays any cash dividends on its common stock, the forward counterparty will pay an

equivalent amount to the Company. The prepaid forward is generally intended to facilitate privately negotiated derivative

transactions, including swaps, between the forward counterparty and/or its affiliates and certain investors in the Notes relating to

shares of the Company’s common stock by which such investors in the Notes will establish short positions relating to shares of

the Company’s common stock and otherwise hedge their investments in the Notes. As a result, the prepaid forward is expected to

allow such investors to establish short positions that generally correspond to (but may be greater than) commercially reasonable

initial hedges of their investment in the Notes. In the event of such greater initial hedges, investors may offset such greater

portion by purchasing shares of the Company’s common stock on the day the Company prices the Notes. Facilitating

investors’ hedge positions by entering into the prepaid forward, particularly if investors purchase shares of the