ARBOR REALTY TRUST INC

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.