On October 5, 2012, Arbor Realty Trust, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement"), among the Company, Arbor Commercial Mortgage, LLC, Arbor Realty Limited Partnership and Deutsche Bank Securities Inc. as underwriter (the "Underwriter"), for the issuance and sale by the Company of 3,500,000 shares of its common stock, par value $0.01 per share (the "Common Stock"). In addition, the Company granted the Underwriter an option for 30 days to purchase up to an additional 525,000 shares of Common Stock. The Underwriter agreed to pay the Company a purchase price per share of $5.53 (reflecting a price to the public of $5.80 per share, less an underwriting discount of $0.27 per share). The Underwriting Agreement includes customary representations, warranties, covenants and closing conditions. It also provides for customary indemnification by each of the Company and certain affiliated entities and the Underwriter against certain liabilities and customary contribution provisions in respect of those liabilities. The transaction contemplated by the Underwriting Agreement closed on October 11, 2012.

The Common Stock is being sold pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (File No. 333-167303). A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto.

(d) Exhibits

Exhibit Number                                 Exhibit
1.1              Underwriting Agreement, dated October 5, 2012, by and among Arbor
                 Realty Trust, Inc., Arbor Commercial Mortgage, LLC, Arbor Realty
                 Limited Partnership and Deutsche Bank Securities Inc.

5.1              Opinion of Venable LLP

8.1              Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

23.1             Consent of Venable LLP (included in Exhibit 5.1)

23.2             Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in
                 Exhibit 8.1)