Arbor Realty Trust (NYSE: ABR) prices $400M 8.50% senior notes in private deal

Rhea-AI Filing Summary

Arbor Realty Trust, Inc. reported that its subsidiary, Arbor Realty SR, Inc., has priced an offering of $400 million aggregate principal amount of 8.50% Senior Notes due 2028 in a private transaction. The Notes are being offered to qualified institutional buyers under Rule 144A and to certain non-U.S. persons under Regulation S. The company states that the Notes and their related guarantee are not registered under U.S. securities laws and may only be sold under applicable exemptions. A press release detailing the pricing was issued on December 11, 2025.

Insights

Credit & Capital Structure Analyst

Arbor is adding $400 million of 8.50% senior notes maturing in 2028 through a private offering.

Arbor Realty Trust, Inc. disclosed that its subsidiary, Arbor Realty SR, Inc., has priced $400 million aggregate principal amount of 8.50% Senior Notes due 2028. These Notes are senior debt obligations, and the disclosure references a related guarantee, indicating support from the broader corporate structure.

The offering is conducted privately to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, so it avoids registration under the Securities Act. This structure typically targets large, sophisticated investors and follows standard high-yield or institutional debt market practices as described.

The announcement indicates an intention to raise additional capital via debt, but the excerpt does not detail covenants, security, or use of proceeds. Future company filings and the referenced press release dated December 11, 2025 may provide more information on how this new debt interacts with existing obligations and the company’s longer-term capital strategy.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 11, 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 8.01    Other Events.

On December 11, 2025, Arbor Realty Trust, Inc. (the “Parent”) announced that its subsidiary, Arbor Realty SR, Inc. (the “Issuer”), has priced an offering of $400 million aggregate principal amount of 8.50% Senior Notes due 2028 (the “Notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-United States persons in compliance with Regulation S under the Securities Act. A copy of the press release announcing the pricing of the offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The offer and sale of the Notes and the related guarantee have not been and will not be registered under the Securities Act or any state securities laws, and, unless so registered, the Notes and the related guarantee may not be offered or sold in the United States or to U.S. persons 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.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Exhibit
99.1						Press release, dated December 11, 2025.
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 11, 2025			By:			/s/ Paul Elenio
			Name:			Paul Elenio
			Title:			Chief Financial Officer

FAQ

What did Arbor Realty Trust (ABR) announce on December 11, 2025?

Arbor Realty Trust, Inc. announced that its subsidiary, Arbor Realty SR, Inc., has priced an offering of $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 (ABR)'s new notes?

The subsidiary of Arbor Realty Trust is issuing $400 million in aggregate principal amount of 8.50% Senior Notes due 2028, with a related guarantee referenced in the disclosure.

How are Arbor Realty Trust (ABR)'s 8.50% Senior Notes due 2028 being offered?

The Notes are being offered in a private transaction to persons reasonably believed to be qualified institutional buyers under Rule 144A and to non-U.S. persons in compliance with Regulation S under the Securities Act.

Are Arbor Realty Trust (ABR)'s new senior notes registered with the SEC?

No. The company states that the offer and sale of the Notes and the related guarantee have not been and will not be registered under the Securities Act or state securities laws.

Who can buy Arbor Realty Trust (ABR)'s 8.50% Senior Notes due 2028?

The Notes may be sold privately to qualified institutional buyers under Rule 144A and to certain non-United States persons under Regulation S, subject to applicable securities law exemptions.

Where can investors find more details on Arbor Realty Trust (ABR)'s note offering?

Additional details are in a press release dated December 11, 2025, which is referenced as Exhibit 99.1 and incorporated by reference in the disclosure.