ARBOR REALTY TRUST INC
For the period ended Jun 30, 2026. Filed Jul 31, 2026.
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Jun 30, 2026 · Filed Jul 31, 2026
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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 $85.2 million available for repurchase under this program. The program may be discontinued or modified at any time.
During the period covered by this report, no Arbor director or officer adopted, modified orterminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.
The following table sets forth all common stock purchases made by or on behalf of us and any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) under the Exchange Act, during each of the indicated periods ($ 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 |
(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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