AMREP CORP.

Section 162(m) may limit the deductibility of compensation paid to the Company’s executive officers and to other “covered employees” under Section 162(m) of the Code. Under Section 162(m), the annual compensation paid to any of these specified executives will be deductible by the Company only to the extent that it does not exceed $1,000,000 or an exemption from such deduction limitation is applicable and available. The Compensation and Human Resources Committee may grant awards under the Plan that result in compensation to covered employees in excess of the $1,000,000 Section 162(m) deduction limitation.

The general federal income tax principles discussed above are highly complex and subject to changes which may be brought about by subsequent legislation or by regulations and administrative rulings which may be applied on a retroactive basis. Grantees may also be subject to state and local and/or foreign taxes with respect to option and stock appreciation rights grants, option and stock appreciation rights exercises and the subsequent holding and disposition of Shares acquired by grantees on the exercise of an option or pursuant to a restricted stock, restricted stock unit or deferred stock unit award. Accordingly, grantees should refer to the applicable tax laws of the relevant jurisdictions to determine the tax consequences of their receipt of awards under any applicable state, local or foreign law. Grantees should consult their own tax advisor in connection with the tax consequences of the grant and exercise of any option or stock appreciation rights received under the Plan, the receipt of a restricted stock, restricted stock unit or deferred stock unit award (or the receipt of Shares pursuant to such awards), the receipt of dividend equivalent rights, or other equity-based awards as well as the subsequent holding and disposition of Shares received in connection with an award.

Approval of this proposal requires the affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on this matter at the Annual Meeting.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ADOPTION OF THE AMREP CORPORATION 2026 EQUITY COMPENSATION PLAN.

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PROPOSAL NUMBER 3