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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): August 15, 2025
| 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 1.01 Entry into a Material Definitive
Agreement.
Reference is made to Note 6 to the consolidated
financial statements contained in the Annual Report on Form 10-K of AMREP Corporation for the year ended April 30, 2025, which was
filed with the Securities and Exchange Commission on July 25, 2025, regarding the Loan Agreement (the “Loan Agreement”) entered
into between BOKF, NA dba Bank of Albuquerque (“BOKF”) and AMREP Southwest Inc. (“ASW”), a subsidiary of AMREP
Corporation, in which BOKF agrees to lend up to $5,750,000 to ASW on a revolving line of credit basis for general corporate purposes.
On
August 15, 2025, ASW and BOKF entered into the Seventh Modification Agreement to the Loan Agreement and ASW entered into the Second
Amended and Restated Revolving Line of Credit Promissory Note in favor of BOKF. These documents resulted in the following changes to the
revolving line of credit financing facility: (1) the scheduled maturity date of the loan was changed to August 15, 2028 and (2) the maximum
amount available for borrowing increased by $750,000 to a new total maximum amount of $6,500,000. ASW incurred customary costs and expenses
and paid certain fees to BOKF in connection with the amendment of the revolving line of credit financing facility.
The
foregoing description of the loan documentation is a summary only and is qualified in all respects by the provisions of the loan documentation;
copies of the Seventh Modification Agreement and Second Amended and Restated Revolving Line of Credit Promissory Note are attached
hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 of this Current Report
on Form 8-K is incorporated by reference into this Item 2.03.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
Description |
| 10.1 |
Seventh Modification Agreement, dated August 15, 2025, between BOKF, NA dba Bank of Albuquerque and AMREP Southwest Inc. |
| |
|
| 10.2 |
Second Amended and Restated Revolving Line of Credit Promissory Note, dated August 15, 2025, by AMREP Southwest Inc. in favor of BOKF, NA dba Bank of Albuquerque. |
| |
|
| 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:
August 19, 2025 |
By: |
/s/ Christopher V. Vitale |
| |
|
Name: Christopher V. Vitale |
| |
|
Title: President and Chief Executive Officer |
EXHIBIT INDEX
Exhibit
Number |
Description |
| 10.1 |
Seventh Modification Agreement, dated August 15, 2025, between BOKF, NA dba Bank of Albuquerque and AMREP Southwest Inc. |
| |
|
| 10.2 |
Second Amended and Restated Revolving Line of Credit Promissory Note, dated August 15, 2025, by AMREP Southwest Inc. in favor of BOKF, NA dba Bank of Albuquerque. |
| |
|
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
