Executive Change · Bylaw Amendment

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):              July 18, 2024                 AMREP CORPORATION (Exact name of registrant as specified in its charter)   Oklahoma 1-4702 59-0936128 (State or other jurisdiction of (Commission File (IRS Employer incorporation) Number) Identification No.)   850 West Chester Pike , Suite 205 , Havertown , PA 19083 (Address of principal executive offices) (Zip Code)   Registrant’s telephone number, including area code:   ( 610 ) 487-0905     (Former name or former address, if changed since last report)   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 (see General Instruction A.2. below):   ¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ¨ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ¨ Pre-commencement communication 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 Symbol(s) Name of each exchange on which registered Common Stock $.10 par value AXR 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨   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. ¨           Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.   On July 18, 2024, AMREP Corporation (the “Company”) awarded (a) Christopher V. Vitale, President and Chief Executive Officer of the Company, a $150,000 cash bonus and 7,200 restricted shares of common stock of the Company under the AMREP Corporation 2016 Equity Compensation Plan that vest as follows: 2,400 shares on July 18, 2025, 2,400 shares on July 18, 2026 and 2,400 shares on July 18, 2027, subject to the continued employment of Mr. Vitale on each vesting date and (b) Adrienne M. Uleau, Vice President, Finance and Accounting of the Company, a $55,000 cash bonus and 1,890 restricted shares of common stock of the Company under the AMREP Corporation 2016 Equity Compensation Plan that vest as follows: 630 shares on July 18, 2025, 630 shares on July 18, 2026 and 630 shares on July 18, 2027, subject to the continued employment of Ms. Uleau on each vesting date. On July 18, 2024, the Company approved a change in salary to $375,000 for Mr. Vitale and to $180,000 for Ms. Uleau effective as of July 29, 2024.   Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.   On July 18, 2024, the Board of Directors of the Company amended the Bylaws of the Company effective as of July 19, 2024 to implement technical and administrative changes to the prior Bylaws of the Company .   The foregoing description of the amendments to the Bylaws is a summary only and is qualified in all respects by the complete text of the Bylaws. A copy of the Bylaws is attached hereto as Exhibit 3.1 and a copy of the Bylaws marked to show the changes discussed above is attached hereto as Exhibit 3.2.  Exhibits 3.1 and 3.2 attached hereto are incorporated herein by reference.   Item 9.01  Financial Statements and Exhibits.   (d) Exhibits.   Exhibit Number Description     3.1 Bylaws, as amended.     3.2 Bylaws (marked), as amended.     104 Cover Page Interactive Data File (embedded within the Inline XBRL document).         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.     AMREP Corporation       Date: July 22, 2024 By: /s/ Christopher V. Vitale     Name: Christopher V. Vitale     Title: President and Chief Executive Officer         EXHIBIT INDEX    Exhibit Number Description     3.1 Bylaws, as amended.     3.2 Bylaws (marked), as amended.     104 Cover Page Interactive Data File (embedded within the Inline XBRL document).