Issuer:

Arbor Realty Trust, Inc.

Securities Offered:

8.50% Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”)

Shares Offered:

900,000 shares

Over-Allotment Option:

135,000 shares

Trade Date:

February 20, 2014

Settlement and Delivery Date:

February 25, 2014 (T+3)

Public Offering Price:

$25.00 liquidation preference per share; $22,500,000 in aggregate liquidation preference (assuming the over-allotment option is not exercised)

Underwriting Discount:

$0.7875 per share; $708,750 total (assuming the over-allotment option is not exercised)

Net Proceeds to the Issuer, before Expenses:

$24.2125 per share; $21,791,250 total (assuming the over-allotment option is not exercised)

Dividend Rate:

8.50% per annum of the $25.00 liquidation preference ($2.125 per annum per share)

Dividend Payment Date:

The last day of each February, May, August and November (provided that if any dividend payment date is not a business day, then the dividend which would otherwise have been payable on that dividend payment date may be paid on the next succeeding business day), commencing on June 2, 2014.

Dividend Record Date:

The 15th of the calendar month in which the applicable dividend payment date falls, whether or not a business day; the first dividend record date will be May 15, 2014.

Liquidation Preference:

$25.00 per share

Optional Redemption:

Not redeemable prior to February 25, 2019, except under circumstances intended to preserve the Issuer’s qualification as a REIT for federal income tax purposes or as otherwise described in the Preliminary Prospectus Supplement. On and after February 25, 2019, the Issuer may, at its option, redeem the Series C Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price equal to $25.00 per share, plus any accumulated and unpaid dividends to, but not including, the date fixed for redemption.

Conversion Rights:

Share Cap: 7.0522

Exchange Cap: Subject to certain adjustments, the aggregate number of shares of the Issuer’s common stock (or equivalent Alternative Conversion Consideration, as applicable) issuable or deliverable, as applicable, in connection with the exercise of a Change of Control Conversion Right will not exceed 6,346,980 shares of the Issuer’s common stock (or equivalent Alternative Conversion Consideration, as applicable), subject to proportionate increase to the extent the underwriters’ over-allotment option to purchase additional shares of Series C Preferred Stock is exercised, not to exceed 7,299,027 shares of the Issuer’s common stock in total (or equivalent Alternative Conversion Consideration, as applicable).

Proposed NYSE Listing Symbol:

ABR PrC

CUSIP:

038923 801

ISIN:

US0389238017

Joint Book-Running Managers:

Deutsche Bank Securities Inc.
JMP Securities LLC
Ladenburg Thalmann & Co. Inc.
MLV & Co. LLC