AMREP CORP. 8-K

What Happened

• AMREP Corporation (AXR) filed an 8-K reporting that its Board appointed Timothy S. McNaney as a director effective January 27, 2026. The Board also increased its size from four to five directors and amended the By-Laws to reflect a five-member Board and to expand Class III from one director to two.

Key Details

• Appointment: Timothy S. McNaney, age 56, appointed as a Class III director effective Jan 27, 2026; no arrangements or understandings with other parties regarding his selection.
• Board change: Board size increased from 4 to 5 members; Class III expanded from one director to two.
• Governance policy change: The Board terminated its policy requiring each current non-employee director to hold at least 30,000 shares of Company common stock.
• Background: McNaney co-founded Twilight Homes of New Mexico, LLC in 2003, served as co‑President until retiring in July 2025, and has experience in homebuilding, land development, a BBA in real estate and finance, and is a CCIM.

Why It Matters

• The filing signals a governance change at AMREP—an additional director and an amendment to the bylaws can affect Board composition and oversight. McNaney’s local homebuilding and land-development experience strengthens the Board’s expertise relevant to AMREP’s real estate activities. The removal of the share-ownership expectation for non-employee directors may affect alignment incentives between directors and shareholders. These are governance-level changes investors should note, though they do not report financial impacts.