false
0000006207
0000006207
2026-09-10
2026-09-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): September 10, 2026
| AMREP CORPORATION |
| (Exact name of registrant as specified in its charter) |
| Oklahoma |
1-4702 |
59-0936128 |
| (State or other jurisdiction of |
(Commission File |
(IRS Employer |
| incorporation) |
Number) |
Identification No.) |
|
850 West Chester Pike,
Suite
205, Havertown, PA |
19083 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (610) 487-0905
| |
| (Former name or former address, if changed since last report) |
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 (see General Instruction
A.2. below):
| ¨ |
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communication 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
Symbol(s) |
Name of each exchange on which
registered |
| Common Stock $.10 par value |
AXR |
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
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 2.02 Results of Operations and Financial Condition
On September 11, 2026,
AMREP Corporation (the “Company”) issued a press release that reported its results of operations for the three-month period
ended July 31, 2026. The press release is being furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated
herein by reference.
The information in this
Item 2.02 of this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except
as shall be expressly set forth by specific reference in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 10, 2026,
the shareholders of the Company, at the Company’s 2026 Annual Meeting of Shareholders, approved the AMREP Corporation 2026 Equity
Compensation Plan (the “Plan”). The Plan will become effective on September 20, 2026. The Plan terminates on, and no award
will be granted under the Plan on or after, September 19, 2036; provided, however, that the Company’s Board of Directors (the “Board”)
may, at any time prior to that date, terminate the Plan.
The Plan is administered
by the Compensation and Human Resources Committee of the Board (the “Committee”). All directors and employees of the Company
or its affiliates are eligible to receive awards under the Plan, including the Company’s named executive officers, Christopher V.
Vitale and Adrienne M. Uleau.
Awards under the Plan
may be made to eligible persons in the form of options, restricted stock, restricted stock units, deferred stock units, stock appreciation
rights, dividend equivalent rights and other forms of equity-based awards, as contemplated in the Plan. With respect to option awards,
the exercise price of the option is required to be at least 100% of the fair market value of a share of the Company’s common stock,
par value $0.10 per share (“Common Stock”) on the grant date. The aggregate maximum number of shares of Common Stock that
may be granted under the Plan is 500,000 shares, subject to adjustment in the event there is a merger, consolidation, stock split, reclassification,
recapitalization or similar transaction with respect to the Common Stock.
The maximum number of
shares of Common Stock that may underlie options granted in any calendar year to any eligible participant under the Plan, other than any
non-employee director of the Company or its subsidiaries (each a “Director”), may not exceed 50,000 shares. The maximum number
of shares of Common Stock that may underlie awards issued under the Plan, other than options, granted in any calendar year to any eligible
participant under the Plan, other than any Director, may not exceed 30,000 shares. The maximum number of shares of Common Stock that may
underlie options granted in any calendar year to any Director may not exceed 25,000 shares. The maximum number of shares of Common Stock
that may underlie awards issued under the Plan, other than options, granted in any calendar year to any Director may not exceed 15,000
shares. Awards under the Plan may, but are not required to, be subject to one or more measures of objective or subjective business, financial
or individual performance or other performance criteria established by the Committee in its discretion.
On September 10, 2026,
the Board approved the Form of Deferred Stock Unit Agreement to be used for awards of deferred stock units under the Plan and the Compensation
and Human Resources Committee of the Board approved the Form of Restricted Stock Award Agreement to be used for awards of restricted stock
under the Plan.
As discussed in the Company’s
Proxy Statement filed with the Securities and Exchange Commission on August 4, 2026, on the last trading day of calendar year 2026 and
each year thereafter, each non-employee member of the Board shall be issued the number of deferred stock units of the Company under the
Plan equal to $30,000 divided by the closing price per share of Common Stock reported on the New York Stock Exchange on such date, provided
that, such amount is pro-rated to reflect any director’s removal or retirement from the Board, any decision that a director not
stand for reelection to the Board or any new director being appointed or elected to the Board.
The foregoing description
of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, which is attached
hereto as Exhibit 10.1 and is incorporated herein by reference. The Form of Deferred Stock Unit Agreement and Form of Restricted Stock
Award Agreement are attached hereto as Exhibits 10.2 and 10.3.
Item 5.07 Submission of Matters
to a Vote of Security Holders.
The 2026 Annual Meeting
of Shareholders of AMREP Corporation was held on September 10, 2026. At the meeting, shareholders holding an aggregate of 4,549,271 shares
of common stock, par value $.10, of the Company out of a total of 5,324,849 shares outstanding and entitled to vote, were present in person
or represented by proxy.
At the meeting, Timothy
S. McNaney and Albert V. Russo were elected as directors of the Company in Class III by the final votes set forth opposite their names,
to hold office until the 2029 Annual Meeting of Shareholders and until their successors are elected and qualified:
| | |
Votes For | | |
Votes Withheld | | |
Broker Non-Votes | |
| Timothy S. McNaney | |
3,248,190 | | |
36,720 | | |
1,264,361 | |
| Albert V. Russo | |
2,979,068 | | |
305,842 | | |
1,264,361 | |
The following proposals
were voted on and approved at the meeting:
| Proposal | |
Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
| Approval of the adoption of the AMREP Corporation 2026 Equity Compensation Plan | |
3,245,813 | |
33,362 | |
5,735 | |
1,264,361 |
| Approval, on an advisory basis, of the compensation paid to the Company’s named executive officers as disclosed in the Company’s proxy statement | |
3,180,665 | |
101,718 | |
2,527 | |
1,264,361 |
| Ratification of the appointment of Rosenberg Rich Baker Berman, P.A. as the Company’s independent registered public accounting firm for the year ended April 30, 2027 | |
4,461,877 | |
76,385 | |
11,009 | |
0 |
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description |
| 10.1 |
AMREP Corporation 2026 Equity Compensation Plan. |
| 10.2 |
Form of Deferred Stock Unit Agreement under the 2026 Equity Compensation Plan. |
| 10.3 |
Form of Restricted Stock Award Agreement under the 2026 Equity Compensation Plan. |
| 99.1 |
Press Release, dated September 11, 2026, issued by AMREP Corporation. |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
| |
AMREP Corporation |
| |
|
|
| Date: September 11, 2026 |
By: |
/s/ Adrienne M. Uleau |
| |
|
Adrienne M. Uleau |
| |
|
Chief Financial Officer and Vice President |
EXHIBIT INDEX
| Exhibit Number |
Description |
| 10.1 |
AMREP Corporation 2026 Equity Compensation Plan. |
| 10.2 |
Form of Deferred Stock Unit Agreement under the 2026 Equity Compensation Plan. |
| 10.3 |
Form of Restricted Stock Award Agreement under the 2026 Equity Compensation Plan. |
| 99.1 |
Press Release, dated September 11, 2026, issued by AMREP Corporation. |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Exhibit 99.1
| FOR: | AMREP Corporation |
| | 850 West Chester Pike, Suite 205 |
| | Havertown, PA 19083 |
| CONTACT: | Adrienne M. Uleau |
| | Chief Financial Officer and
Vice President |
| | (610) 487-0907 |
AMREP REPORTS FIRST QUARTER FISCAL 2027 RESULTS
Havertown, Pennsylvania, September 11, 2026 –
AMREP Corporation (NYSE:AXR) today reported net income of $276,000, or $0.05 per diluted share, for its 2027 fiscal first quarter ended
July 31, 2026 compared to net income of $4,692,000, or $0.87 per diluted share, for the same period of the prior year. Revenues were $6,051,000
for the first quarter of 2027 and $17,851,000 for the first quarter of 2026.
More information about the Company’s financial
performance may be found in AMREP Corporation’s financial statements on Form 10-Q which have today been filed with the Securities
and Exchange Commission and will be available on AMREP’s website (www.amrepcorp.com/sec-filings/). As a result of many factors,
including the nature and timing of specific transactions and the type and location of land or homes being sold, revenues, average selling
prices and related gross margins from land sales or home sales can vary significantly from period to period and prior results are not
necessarily a good indication of what may occur in future periods.
AMREP Corporation, through its subsidiaries, is
a major holder of land, leading developer of real estate and award-winning homebuilder in New Mexico.
FINANCIAL HIGHLIGHTS
| | |
Three Months Ended July 31, | |
| | |
2026 | | |
2025 | |
| Revenues | |
$ | 6,051,000 | | |
$ | 17,851,000 | |
| | |
| | | |
| | |
| Net income | |
$ | 276,000 | | |
$ | 4,692,000 | |
| Income per share – basic | |
$ | 0.05 | | |
$ | 0.88 | |
| Income per share – diluted | |
$ | 0.05 | | |
$ | 0.87 | |
| | |
| | | |
| | |
| Weighted average number of common shares outstanding – basic | |
| 5,337,000 | | |
| 5,326,000 | |
| Weighted average number of common shares outstanding – diluted | |
| 5,393,000 | | |
| 5,375,000 | |
