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 17, 2018

Arbor Realty Trust, Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

MARYLAND

(STATE OF INCORPORATION)

(516) 506-4200

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

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))

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 17, 2018, Arbor Realty Trust, Inc. (the “Company”) announced that its Board of Directors declared a special dividend of $0.15 per share of the Company’s common stock (the “Special Distribution”), which will be paid in a combination of cash and shares of the Company’s common stock on January 31, 2019 to common stockholders of record as of December 28, 2018. A copy of the press release announcing the Special Distribution is attached as Exhibit 99.1 hereto and is incorporated into this Item 8.01 by reference.

Item 9.01                                           Financial Statements and Exhibits.

(d)                                 Exhibits

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EXHIBIT INDEX

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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.

Date: December 17, 2018

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EXHIBIT 99.1

Uniondale, NY, December 17, 2018 — Arbor Realty Trust, Inc. (the “Company”) (NYSE: ABR) announced today that its Board of Directors has declared a special dividend of $0.15 per share of common stock.  The special dividend will be paid in a combination of cash and shares of the Company’s common stock on January 31, 2019 to common stockholders of record on December 28, 2018.

Stockholders may elect to receive payment of the dividend all in cash or all in common shares. The Company intends to pay up to 20% of the special dividend in cash (excluding cash that will be paid in lieu of fractional shares), with the balance of the special dividend paid in shares of the Company’s common stock.  To the extent that the total amount of cash elected by stockholders exceeds 20%, then the available cash will be prorated among those stockholders that elected to receive their dividend in cash, with such stockholders receiving the balance of the dividend in shares of the Company’s common stock.

An information letter and election form will be sent to stockholders of record promptly after December 28, 2018. The properly completed election form to receive cash or common shares must be received by the Company’s transfer agent prior to 5:00 p.m. Eastern Time on January 18, 2019. Stockholders who fail to return a timely and properly completed election form before the election deadline will be deemed to have made an election to receive the special dividend entirely in common shares. The number of shares issued as a result of the dividend will be calculated based on the volume weighted average trading prices of the Company’s common stock on January 22, 23 and 24, 2019.

Registered stockholders with questions regarding the dividend election may call American Stock Transfer & Trust Company, the Company’s transfer agent, at (718) 921-8124 or (800) 937-5449. If your shares are held through a bank, broker or nominee, and you have questions regarding the dividend election please contact such bank, broker or nominee, who will also be responsible for distributing to you the letter and election form and submitting the election form on your behalf.  The Company expects that the cash and stock portions of the special dividend will be treated as a taxable dividend to its stockholders for U.S. federal income tax purposes in 2018.

About Arbor Realty Trust, Inc.

Arbor Realty Trust, Inc. (NYSE:ABR) is a nationwide real estate investment trust and direct lender, providing loan origination and servicing for multifamily, seniors housing, healthcare, and other diverse commercial real estate assets. Headquartered in Uniondale, New York, Arbor manages a multibillion-dollar servicing portfolio, specializing in Fannie Mae, Freddie Mac, and other government-sponsored enterprises, as well as CMBS, bridge, mezzanine, and preferred equity lending. Rated by Standard and Poor’s and Fitch Ratings, Arbor is committed to building on its reputation for service, quality, and flexibility, and dedicated to providing our clients excellence over the entire life of a loan.

Safe Harbor Statement

Certain items in this press release may constitute forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.  These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Arbor can give no assurance that its expectations will be attained.  Factors that could cause actual results to differ materially from Arbor’s expectations include, but are not limited to, continued ability to source new investments, changes in interest rates and/or credit spreads, changes in the real estate markets, and other risks detailed in Arbor’s Annual Report on Form 10-K for the year ended December 31, 2017 and its other reports filed with the SEC. Such forward-looking statements speak only as of the date of this press release. Arbor expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Arbor’s expectations with regard thereto or change in events, conditions, or circumstances on which any such statement is based.