AMREP holder updates 18.8% stake in latest filing

James H. Dahl and Rainey E. Lancaster filed Amendment No. 8 to their Schedule 13D on AMREP Corp., updating their ownership in the company’s common stock.

Rhea-AI Filing Summary

James H. Dahl and Rainey E. Lancaster filed Amendment No. 8 to their Schedule 13D on AMREP Corp., updating their ownership in the company’s common stock. Based on 5,305,199 shares outstanding as of March 10, 2026, Dahl may be deemed to beneficially own 998,729 shares, or 18.8% of the class, while Lancaster may be deemed to beneficially own 173,750 shares, or 3.3% of the class.

The filing states that approximately $14,257,162.21 of aggregate purchase price funded the acquisition of 998,729 shares, using Dahl’s personal funds and certain Dahl-related trusts, and Lancaster’s personal funds. During the period from April 29, 2026 through June 22, 2026, Dahl purchased a total of multiple lots of AMREP shares in open market transactions, including 5,000 shares at a weighted average price of $27.7413 per share on April 29, 2026 and 3,075 shares at a weighted average price of $25.5827 per share on June 22, 2026.

Insights

Equity ownership and governance analyst

Large AMREP holder modestly adds shares and reaffirms an 18.8% stake.

The filing shows James H. Dahl beneficially owning 998,729 AMREP shares, or 18.8% of the common stock, with Rainey E. Lancaster at 173,750 shares, or 3.3%. These positions are calculated against 5,305,199 shares outstanding as of March 10, 2026.

Dahl’s stake is supported by an aggregate purchase price of about $14,257,162.21 across personal accounts and related trusts, indicating a substantial, long-standing capital commitment rather than a short-term trade. Lancaster’s interest is funded from personal resources.

Between April 29, 2026 and June 22, 2026, Dahl executed several open-market purchases, including 5,000 shares at a weighted average of $27.7413 and 3,075 shares at $25.5827. These additions are small relative to total ownership, suggesting incremental accumulation rather than a transformative move. Future company filings may further clarify any strategic intentions tied to this concentrated ownership.

Key Figures

Dahl beneficial ownership: 998,729 shares Lancaster beneficial ownership: 173,750 shares Shares outstanding: 5,305,199 shares +5 more

8 metrics

Dahl beneficial ownership 998,729 shares Beneficially owned; 18.8% of class based on 5,305,199 shares

Lancaster beneficial ownership 173,750 shares Beneficially owned; 3.3% of class based on 5,305,199 shares

Shares outstanding 5,305,199 shares AMREP common shares outstanding as of March 10, 2026

Aggregate purchase price $14,257,162.21 Total consideration for acquisition of 998,729 shares

Purchase price April 29, 2026 $27.7413 per share 5,000 shares bought in open-market transaction, weighted average price

Purchase price June 22, 2026 $25.5827 per share 3,075 shares bought in open-market transaction, weighted average price

Sole voting power shares 824,979 shares Shares over which Dahl has sole voting and dispositive power

Shared voting power shares 173,750 shares Shares over which the reporting persons share voting and dispositive power

Key Terms

beneficially own, Schedule 13D, Sole Voting Power, Shared Dispositive Power, +2 more

6 terms

beneficially own financial

"The Reporting Persons may be deemed to beneficially own 998,729 Shares, in aggregate."

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Schedule 13D regulatory

"This Amendment No. 8 to ("Amendment No. 8") amends and supplements the information set forth in the filed by (i) James H. Dahl and (ii) Rainey E. Lancaster..."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Sole Voting Power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power 824,979.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Shared Dispositive Power financial

"10 | Shared Dispositive Power 173,750.00"

open market transactions financial

"The Reporting Persons effected the following transactions in the Shares in open market transactions on the dates indicated..."

Open market transactions are the buying and selling of a company’s shares or other securities conducted on public exchanges or through the wider market rather than through private deals or negotiated placements. They matter to investors because these trades change supply and demand in real time—like shoppers affecting a store’s inventory—and so can move prices, signal management or investor sentiment, affect liquidity, and alter ownership stakes that influence future returns and risk.

aggregate purchase price financial

"The amount and source of the funds for the transactions... were approximately $14,257,162.21 in aggregate purchase price for 998,729 Shares..."

The aggregate purchase price is the total amount a buyer pays to acquire a company, assets or securities, including the headline payment plus any assumed debt, fees, taxes and contractually required adjustments. It matters to investors because it shows the true cost of a deal and how much value must be realized after the sale — like knowing the full price of a house once you add closing costs, repairs and outstanding mortgage obligations.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many AMREP (AXR) shares does James H. Dahl currently beneficially own?

James H. Dahl may be deemed to beneficially own 998,729 AMREP shares. This represents about 18.8% of the company’s common stock, calculated against 5,305,199 shares outstanding as of March 10, 2026.

What is Rainey E. Lancaster’s ownership stake in AMREP (AXR)?

Rainey E. Lancaster may be deemed to beneficially own 173,750 AMREP shares. This equates to roughly 3.3% of the common stock, using 5,305,199 shares outstanding as of March 10, 2026 as the reference.

What percentage of AMREP (AXR) does the latest Schedule 13D/A report for the filing group?

The filing reports James H. Dahl with 18.8% and Rainey E. Lancaster with 3.3% of AMREP’s common stock. These percentages use 5,305,199 shares outstanding as of March 10, 2026 as disclosed by the company.

How much capital was used to acquire the AMREP (AXR) shares reported in this Schedule 13D/A?

The filing states an aggregate purchase price of approximately $14,257,162.21 for 998,729 AMREP shares. Funds came from Dahl’s personal resources and related trusts, and Lancaster’s personal funds for their respective holdings.

What recent AMREP (AXR) stock purchases did James H. Dahl disclose?

Dahl disclosed several open-market AMREP purchases between April 29 and June 22, 2026. Examples include 5,000 shares at a weighted average price of $27.7413 and 3,075 shares at a weighted average price of $25.5827 per share.

How many AMREP (AXR) shares were outstanding for the ownership calculations in this filing?

Ownership percentages are based on 5,305,199 AMREP common shares outstanding. This figure comes from the company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2026, which reported shares outstanding as of March 10, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/24/2026 - 05:28 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

AMREP Corp.

(Name of Issuer)

Common Stock, par value $0.10 per share

(Title of Class of Securities)

032159105

(CUSIP Number)

Elliott Blue
Holland & Knight LLP, 1120 S. Tryon Street, Suite 900
Charlotte, NC, 28203
904.798.5418

Ivan A. Colao
Holland & Knight LLP, 50 North Laura Street, Suite 3900
Jacksonville, FL, 32202
904.798.5488

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/22/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 032159105

1

Name of reporting person

James H. Dahl

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 824,979.00
8	Shared Voting Power 173,750.00
9	Sole Dispositive Power 824,979.00
10	Shared Dispositive Power 173,750.00

11

Aggregate amount beneficially owned by each reporting person

998,729.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.8 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

* This calculation is based on 5,305,199 Shares of Common Stock outstanding as of March 10, 2026 reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended January 31, 2026, filed with the Securities and Exchange Commission (the "SEC") on March 12, 2026.

SCHEDULE 13D

CUSIP Number(s): 032159105

1

Name of reporting person

Rainey E. Lancaster

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 173,750.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 173,750.00

11

Aggregate amount beneficially owned by each reporting person

173,750.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

* This calculation is based on 5,305,199 Shares of Common Stock outstanding as of March 10, 2026 reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended January 31, 2026, filed with the SEC on March 12, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.10 per share
(b)	Name of Issuer: AMREP Corp.
(c)	Address of Issuer's Principal Executive Offices: 850 West Chester Pike, Suite 205, Havertown, PENNSYLVANIA , 19083.
Item 1 Comment: This Amendment No. 8 to Schedule 13D ("Amendment No. 8") amends and supplements the information set forth in the Schedule 13D filed by (i) James H. Dahl and (ii) Rainey E. Lancaster (each, a "Reporting Person" and collectively, the "Reporting Persons") with the SEC on May 20, 2021 (the "Schedule 13D"), as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons with the SEC on September 2, 2021 ("Amendment No. 1"), as further amended by Amendment No. 2 to Schedule 13D filed by the Reporting Persons with the SEC on December 13, 2021 ("Amendment No. 2"), as further amended by Amendment No. 3 to Schedule 13D filed by the Reporting Persons with the SEC on March 31, 2022 ("Amendment No. 3"), as further amended by Amendment No. 4 to Schedule 13D filed by the Reporting Persons with the SEC on January 9, 2024 ("Amendment No. 4"), as further amended by Amendment No. 5 to Schedule 13D filed by the Reporting Persons with the SEC on February 1, 2024 ("Amendment No. 5"), as further amended by Amendment No. 6 to Schedule 13D filed by the Reporting Persons with the SEC on May 17, 2024 ("Amendment No. 6"), and as further amended by Amendment No. 7 to Schedule 13D filed by the Reporting Persons with the SEC on February 13, 2026 ("Amendment No. 7" and, together with Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, and the Schedule 13D, the "Amended Schedule 13D"), relating to the Common Stock, par value $0.10 per share ("Shares"), of AMREP Corporation (the "Issuer"), having a principal executive office at 850 West Chester Pike, Suite 205, Havertown, Pennsylvania 19083. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Amended Schedule 13D. Except as specifically provided herein, this Amendment No. 7 does not modify any of the information previously reported in the Amended Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Persons may be deemed to beneficially own 998,729 Shares, in aggregate. The amount and source of the funds for the transactions pursuant to which the Reporting Persons may be deemed to beneficially own such Shares were approximately $14,257,162.21 in aggregate purchase price for 998,729 Shares, derived from: (i) in the case of James H. Dahl, personal funds of James H. Dahl and funds from the following trusts for which James H. Dahl serves as trustee: IRA FBO James H. Dahl Pershing LLC as Custodian ROTH Conversion Account, IRA FBO James H. Dahl Pershing LLC as Custodian and Dahl Family Foundation, Inc.; and (ii) in the case of Rainey E. Lancaster, personal funds of Rainey E. Lancaster.
Item 5.	Interest in Securities of the Issuer
(a)	According to the most recently filed Quarterly Report on Form 10-Q of the Issuer for the quarter ended January 31, 2026, filed with the SEC on March 12, 2026, the Issuer had 5,305,199 Shares outstanding as March 10, 2026. Each Reporting Person may be deemed to have the following beneficial ownership of Shares of the Issuer: (i) James H. Dahl may be deemed to beneficially own 998,729 Shares, in aggregate (or 18.8% of the total number of Shares outstanding); and (ii) Rainey E. Lancaster may be deemed to beneficially own 173,750 Shares (or 3.3% of the total number of Shares outstanding). All holdings in this Statement on Schedule 13D are reported as of the closing of business on June 24, 2026.
(b)	James H. Dahl has sole power to vote and dispose of 824,979 Shares, including: (i) 501,708 Shares held directly, (ii) 204,151 Shares held by IRA FBO James H. Dahl Pershing LLC as Custodian ROTH Conversion Account, (iii) 25,000 Shares held by IRA FBO James H. Dahl Pershing LLC as Custodian, and (iv) 94,120 Shares held by Dahl Family Foundation, Inc. Neither James H. Dahl nor any member of his family have any pecuniary interest in Shares held by Dahl Family Foundation, Inc. The Reporting Persons have shared power to vote and dispose of 173,750 Shares held by Rainey E. Lancaster.
(c)	The Reporting Persons effected the following transactions in the Shares in open market transactions on the dates indicated, and such transactions are the only transactions in the Shares by the Reporting Persons during the sixty days prior to and including June 24, 2026 (date range: April 25, 2026 through June 24, 2026): On April 29, 2026, James H. Dahl purchased 5,000 shares on the open market for a weighted average price of $27.7413 per share. On May 1, 2026, James H. Dahl purchased 3,000 shares on the open market for a weighted average price of $27.85 per share. On May 13, 2026, James H. Dahl purchased 1,156 shares on the open market for a weighted average price of $24.724 per share. On May 20, 2026, James H. Dahl purchased 5,000 shares on the open market for a weighted average price of $24.4982 per share. On May 29, 2026, James H. Dahl purchased 3,000 shares on the open market for a weighted average price of $25.672 per share. On May 29, 2026, James H. Dahl purchased 1,000 shares on the open market for a weighted average price of $27.63 per share. On June 2, 2026, James H. Dahl purchased 1,500 shares on the open market for a weighted average price of $26.6226 per share. On June 22, 2026, James H. Dahl purchased 3,075 shares on the open market for a weighted average price of $25.5827 per share.
(d)	No person other than the Reporting Persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement on Schedule 13D.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	99.1 Joint Filing Agreement, dated May 20, 2021, incorporated herein by reference to Exhibit 99.1 of the Schedule 13D filed on May 20, 2021

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

James H. Dahl

Signature:	/s/ James H. Dahl
Name/Title:	JAMES H. DAHL
Date:	06/24/2026

Rainey E. Lancaster

Signature:	/s/ Rainey E. Lancaster
Name/Title:	RAINEY E. LANCASTER
Date:	06/24/2026