[8-K] Arbor Realty Trust, Inc. Reports Material Event

Rhea-AI Filing Summary

ChargePoint Holdings, Inc. (NYSE: CHPT) filed an 8-K covering board and corporate actions taken between 7-7-2025 and 7-9-2025.

Key personnel change: Chief Legal Officer & Corporate Secretary Rebecca Chavez will resign effective July 25, 2025 to pursue another opportunity.

2025 Annual Meeting results (58.6 % quorum):

• Four Class II directors were re-elected to serve until 2028.
• PWC ratified as independent auditor for FY 2026.
• Advisory “say-on-pay” passed (80.3 m for vs. 15.2 m against).
• Reverse Stock Split amendment approved (232.9 m for, 34.1 m against) allowing a split ratio between 1-for-2 and 1-for-30.
• Corporate Opportunity Waiver amendment failed.
• Adjournment authority approved.

Reverse stock split executed: On July 9, 2025 the Nominating & Governance Committee set the ratio at 1-for-20, effective 12:01 a.m. ET on July 28 2025. Outstanding shares will drop from ~467.1 million to ~23.4 million; equity awards, warrants and convertible notes will be proportionally adjusted. No fractional shares will be issued; cash will be paid in lieu. The action targets regaining NYSE compliance after falling below the US$1.00 minimum price in February 2025. Trading symbol remains CHPT; new CUSIP 15961R 303.

Material implications for investors:

• The split should immediately lift the per-share price and preserve the NYSE listing, but it does not improve underlying fundamentals.
• Share count reduction may increase per-share metrics (EPS, book value) mechanically, with no change in proportional ownership.
• Departure of the CLO introduces near-term succession and governance risk.
• Failure of the corporate opportunity waiver suggests some shareholder concern over governance amendments.

Positive

• Reverse stock split approved and set at 1-for-20, preserving NYSE listing eligibility
• Auditor (PwC) ratified and all Class II directors re-elected, ensuring board and audit continuity

Negative

• Need for reverse split confirms shares traded below US$1, reflecting weakened market valuation
• Chief Legal Officer & Corporate Secretary Rebecca Chavez resigns, creating leadership gap
• Corporate Opportunity Waiver amendment failed, indicating shareholder governance concerns

Insights

Equity Research Analyst

TL;DR: Reverse split preserves listing; neutral fundamental impact, modest governance headwinds from CLO exit.

The 1-for-20 reverse split is primarily a compliance maneuver to avoid NYSE delisting after sub-US$1 trading. While it should raise the market price by a factor of 20, it neither affects enterprise value nor liquidity in any material way aside from a likely narrower retail float. Management avoided maximum dilution by picking a mid-range ratio rather than the higher 1-for-30 allowed. Director re-elections and auditor ratification remove immediate governance overhangs, yet the unexpected resignation of the Chief Legal Officer revives succession risk in a heavily regulated industry. The failed corporate-opportunity waiver shows modest shareholder push-back but is non-critical to operations. Overall, the filing is operationally neutral: it prevents a negative delisting catalyst but does not provide new growth drivers.

Corporate Governance Specialist

TL;DR: Governance picture mixed—key legal officer exits and proposal defeat offset routine board approvals.

The resignation of Ms. Chavez removes an experienced legal steward during a period of strategic repositioning, heightening compliance and litigation exposure until a successor is named. Although shareholders backed director nominees and executive pay, roughly 15 % voted against compensation, highlighting sensitivity to dilution and performance metrics. The defeat of the corporate-opportunity waiver signals investor reluctance to loosen fiduciary safeguards, a subtle win for minority holders. Adoption of the reverse split aligns with shareholder interest in maintaining liquidity via NYSE listing; however, repeated reliance on mechanical price fixes can erode confidence in long-term value creation. Net governance impact is modestly negative.

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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): July 9, 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 July 9, 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 $500 million aggregate principal amount of its 7.875% Senior Notes due 2030 (the “Notes”). The Notes were issued under an indenture, dated as of July 9, 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 7.50% Convertible Notes due 2025 and use any remaining proceeds from the sale of the Notes 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 7.875% per year, payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2026 and will mature on July 15, 2030, unless earlier redeemed or repurchased.

Prior to January 15, 2030, 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 January 15, 2030, 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 January 15, 2030, the Issuer may redeem up to 40% of the Notes using the proceeds of certain equity offerings at a price equal to 107.875% 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 July 9, 2025, among Arbor Realty SR, Inc., Arbor Realty Trust, Inc. and UMB Bank, N.A., as trustee
4.2						Form of 7.875% Senior Notes due 2030 (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: July 9, 2025			By:			/s/ Paul Elenio
			Name:			Paul Elenio
			Title:			Chief Financial Officer

FAQ

Why is ChargePoint (CHPT) executing a 1-for-20 reverse stock split?

The split is intended to lift CHPT’s price above US$1.00 and restore compliance with NYSE listing Rule 802.01C.

When will the CHPT reverse split take effect?

12:01 a.m. ET on July 28 2025; trading will begin on a split-adjusted basis the same day.

How many ChargePoint shares will be outstanding after the split?

Approximately 23.4 million shares, down from about 467 million before the split.

Did shareholders approve executive compensation at the 2025 meeting?

Yes. 80.3 million votes supported the advisory say-on-pay proposal; 15.2 million opposed.

Who is leaving ChargePoint’s executive team?

Chief Legal Officer & Corporate Secretary Rebecca Chavez will resign effective July 25 2025.

Was the Corporate Opportunity Waiver amendment approved?

No. It failed with 5.8 million votes against and 2.0 million abstentions.