UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(STATE OF INCORPORATION)
| (COMMISSION FILE NUMBER) | (IRS EMPLOYER ID. NUMBER) |
| (ZIP CODE) | |
| (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) |
(
(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) | |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbols | Name of each exchange on which registered | ||
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 May 3, 2024, Arbor Realty Trust, Inc., a Maryland corporation (the “Company”), entered into an Equity Distribution Agreement, dated May 3, 2024 (the “Equity Distribution Agreement”), with Arbor Realty Limited Partnership, a Delaware limited partnership (“ARLP”), and Citizens JMP Securities, LLC, as sales agent (the “Sales Agent”). In accordance with the terms of the Equity Distribution Agreement, the Company may offer and sell up to 30,000,000 shares (the “Securities”) of its common stock, par value $0.01 per share (the “Common Stock”), from time to time in “at the market offerings” under the Company’s automatic shelf registration statement on Form S-3 (No. 333-279107). The Company filed a prospectus supplement, dated May 3, 2024, with the Securities and Exchange Commission in connection with the offer, issuance and sale of the Securities.
The sales of the Securities, if any, will be made through the Sales Agent acting as sales agent for the Company or directly to the Sales Agent acting as principal. Such sales, if any, under the Equity Distribution Agreement may be made in negotiated transactions or transactions that are deemed to be “at the market offerings” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including sales made directly on the New York Stock Exchange, the existing trading market for the Common Stock.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
A copy of the Equity Distribution Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference. The legal opinion of Venable LLP relating to the legality of the Securities is attached as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| No. | Description |
| 1.1 | Equity Distribution Agreement, dated May 3, 2024, by and among Arbor Realty Trust, Inc., Arbor Realty Limited Partnership and Citizens JMP Securities, LLC, as sales agent |
| 5.1 | Opinion of Venable LLP |
| 23.1 | Consent of Venable LLP (included in Exhibit 5.1) |
| 104 | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL |
SIGNATURE
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: May 3, 2024 | ||