Arbor Realty Trust (NYSE: ABR) sells $400M 8.50% senior notes due 2028

Rhea-AI Filing Summary

Arbor Realty Trust, Inc. disclosed that subsidiary Arbor Realty SR, Inc. has issued and sold $400 million of 8.50% Senior Notes due December 15, 2028 in a private offering. The notes are senior unsecured obligations of the subsidiary and are fully and unconditionally guaranteed on a senior unsecured basis by the parent. Interest is payable at 8.50% per year on June 15 and December 15, beginning on June 15, 2026.

The company intends to use a portion of the net proceeds to refinance, redeem or otherwise repay its remaining outstanding 7.75% Senior Notes due 2026 and 5.00% Senior Notes due 2026, with any remainder for general corporate purposes. Before September 15, 2028, the issuer may redeem the notes at a make-whole price, or up to 40% at 108.500% using proceeds of certain equity offerings; on and after that date, it may redeem at 100% plus accrued interest. The notes include covenants on unencumbered assets, additional indebtedness and major transactions, customary events of default, and a requirement to offer to repurchase at 101% if a defined Change of Control Triggering Event occurs. The securities were sold only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S and are not registered under the Securities Act.

Insights

Credit and REIT analyst

New $400M 8.50% senior notes add unsecured debt to 2028, primarily to refinance 2026 maturities.

Arbor Realty SR, Inc., a subsidiary of Arbor Realty Trust, issued $400 million of 8.50% Senior Notes due December 15, 2028. These are senior unsecured obligations of the subsidiary and are fully and unconditionally guaranteed on a senior unsecured basis by the parent, concentrating additional funding at the unsecured level. Interest is payable semiannually each June 15 and December 15, starting on June 15, 2026.

The issuer intends to use a portion of the net proceeds to refinance, redeem or otherwise repay remaining outstanding 7.75% Senior Notes due 2026 and 5.00% Senior Notes due 2026, with any remaining proceeds for general corporate purposes. If executed as described, this shifts a portion of the company’s debt maturity profile from 2026 to 2028, while locking in an 8.50% coupon in place of the 7.75% and 5.00% rates on the targeted notes.

The notes include redemption flexibility and investor protections. Before September 15, 2028, the issuer may redeem at a make-whole price or redeem up to 40% at 108.500% of principal using proceeds of certain equity offerings; on and after that date, it may redeem at 100% of principal plus accrued interest. Covenants require a consolidated unencumbered asset ratio, limit additional indebtedness, and restrict transfers or mergers, with some provisions ending after a defined Covenant Termination Date. A Change of Control Triggering Event requires an offer to repurchase at 101% of principal plus accrued interest, and customary default provisions and the unregistered Rule 144A/Regulation S structure align the deal with typical institutional high-yield debt practice.

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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): December 16, 2025

Arbor Realty Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland			001-32136			20-0057959
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

333 Earle Ovington Boulevard, Suite 900 Uniondale, NY						11553
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (516) 506-4200

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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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 symbols

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 o

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. o

Item 1.01    Entry into a Material Definitive Agreement.

On December 16, 2025, Arbor Realty SR, Inc., a Maryland corporation (the “Issuer”) and a subsidiary of Arbor Realty Trust, Inc., a Maryland corporation (the “Parent”), completed the issuance and sale of $400 million aggregate principal amount of its 8.50% Senior Notes due 2028 (the “Notes”). The Notes were issued under an indenture, dated as of December 16, 2025 (the “Indenture”), among the Issuer, the Parent and UMB Bank, N.A., as trustee (the “Trustee”). The Issuer intends to use a portion of the net proceeds from the sale of the Notes to refinance, redeem or otherwise repay the Parent’s remaining outstanding 7.75% Senior Notes due 2026 and 5.00% Senior Notes due 2026 and use any remaining proceeds from the offering for general corporate purposes.

The Notes are the senior, unsecured obligations of the Issuer and are fully and unconditionally guaranteed on a senior, unsecured basis by the Parent. The Notes bear interest at a rate equal to 8.50% per year, payable semiannually in arrears on June 15 and December 15 of each year, beginning on June 15, 2026 and will mature on December 15, 2028, unless earlier redeemed or repurchased.

Prior to September 15, 2028, the Issuer may redeem some or all of the Notes at any time and from time to time at a price equal to 100% of the principal amount thereof, plus the applicable “make-whole” premium as of, and accrued and unpaid interest, if any, to, but excluding, the applicable date of redemption. On and after September 15, 2028, the Issuer may redeem some or all of the Notes at any time and from time to time at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the applicable date of redemption. In addition, prior to September 15, 2028, the Issuer may redeem up to 40% of the Notes using the proceeds of certain equity offerings at a price equal to 108.500% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the applicable date of redemption.

The Indenture, among other things, requires the Parent to maintain a consolidated unencumbered asset ratio, limits the ability of the Parent and its subsidiaries to incur additional indebtedness and restricts the Issuer and the Parent’s ability to transfer all or substantially all of their respective assets or merge into or consolidate with any person. These covenants are subject to a number of important qualifications and limitations. Certain of these covenants will automatically and permanently terminate and will be of no force or effect on and after the Covenant Termination Date (as defined in the Indenture).

In addition, if a Change of Control Triggering Event (as defined in the Indenture) occurs, the Issuer will be required to offer to purchase all of the outstanding Notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable date of purchase.

The Indenture also provides for customary events of default, including payment defaults, breaches of covenants following any applicable cure period, cross acceleration of certain debt and certain events relating to bankruptcy and insolvency.

The Notes and related guarantee were offered and sold in a private offering that was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Notes were offered only to persons reasonably believed to be “qualified institutional buyers” under Rule 144A and outside the United States to non-United States persons in compliance with Regulation S under the Securities Act. The Notes and the related guarantee have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction. Unless so registered, the Notes and the related guarantee may not be offered or sold in the United States 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.

Copies of the Indenture and the form of the Notes are attached hereto as Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated herein by reference. The foregoing summaries do not purport to be complete and are qualified in their entirety by reference to the Indenture and the form of the Notes.

Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated herein by reference into this Item 2.03.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit Number						Exhibit
4.1						Indenture, dated as of December 16, 2025, among Arbor Realty SR, Inc., Arbor Realty Trust, Inc. and UMB Bank, N.A., as trustee
4.2						Form of 8.50% Senior Notes due 2028 (included in Exhibit 4.1 hereto)
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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.
Date: December 16, 2025			By:			/s/ Paul Elenio
			Name:			Paul Elenio
			Title:			Chief Financial Officer

FAQ

What new debt did Arbor Realty Trust (ABR) report in this 8-K?

Arbor Realty Trust reported that subsidiary Arbor Realty SR, Inc. issued and sold $400 million aggregate principal amount of 8.50% Senior Notes due 2028 in a private offering.

What are the key terms of Arbor Realty Trust's new 8.50% senior notes?

The notes bear interest at 8.50% per year, payable semiannually on June 15 and December 15, starting June 15, 2026, and they mature on December 15, 2028. They are senior unsecured obligations of the issuer and are fully and unconditionally guaranteed on a senior unsecured basis by Arbor Realty Trust, Inc.

How does Arbor Realty Trust (ABR) plan to use the $400 million note proceeds?

The issuer intends to use a portion of the net proceeds to refinance, redeem or otherwise repay the parent’s remaining outstanding 7.75% Senior Notes due 2026 and 5.00% Senior Notes due 2026, with any remaining proceeds used for general corporate purposes.

What call and redemption features apply to Arbor Realty Trust's 8.50% notes due 2028?

Before September 15, 2028, the issuer may redeem the notes at 100% of principal plus a make-whole premium and accrued interest, and may redeem up to 40% of the notes at 108.500% of principal plus accrued interest using proceeds of certain equity offerings. On and after September 15, 2028, it may redeem at 100% of principal plus accrued interest.

What covenants and protections are attached to Arbor Realty Trust's new notes?

The indenture requires the parent to maintain a consolidated unencumbered asset ratio, limits additional indebtedness, and restricts transfers or mergers, with certain covenants terminating after a defined Covenant Termination Date. It also includes customary events of default and a requirement to offer to repurchase the notes at 101% of principal plus accrued interest if a Change of Control Triggering Event occurs.

Are Arbor Realty Trust's new 8.50% senior notes registered with the SEC?

No. The notes and related guarantee were offered and sold in a private offering exempt from Securities Act registration, only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and they have not been and will not be registered under the Securities Act.