|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
|
AMREP Corp. (Name of Issuer) |
Common Stock, par value $0.10 per share (Title of Class of Securities) |
(CUSIP Number) |
Elliott Blue Holland & Knight LLP, 1120 S. Tryon Street, Suite 900 Charlotte, NC, 28203 904.798.5418 Ivan A. Colao Holland & Knight LLP, 50 North Laura Street, Suite 3900 Jacksonville, FL, 32202 904.798.5488 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/22/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
James H. Dahl | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
998,729.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Rainey E. Lancaster | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
173,750.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.10 per share | |
| (b) | Name of Issuer:
AMREP Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
850 West Chester Pike, Suite 205, Havertown,
PENNSYLVANIA
, 19083. | |
Item 1 Comment:
This Amendment No. 8 to Schedule 13D ("Amendment No. 8") amends and supplements the information set forth in the Schedule 13D filed by (i) James H. Dahl and (ii) Rainey E. Lancaster (each, a "Reporting Person" and collectively, the "Reporting Persons") with the SEC on May 20, 2021 (the "Schedule 13D"), as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons with the SEC on September 2, 2021 ("Amendment No. 1"), as further amended by Amendment No. 2 to Schedule 13D filed by the Reporting Persons with the SEC on December 13, 2021 ("Amendment No. 2"), as further amended by Amendment No. 3 to Schedule 13D filed by the Reporting Persons with the SEC on March 31, 2022 ("Amendment No. 3"), as further amended by Amendment No. 4 to Schedule 13D filed by the Reporting Persons with the SEC on January 9, 2024 ("Amendment No. 4"), as further amended by Amendment No. 5 to Schedule 13D filed by the Reporting Persons with the SEC on February 1, 2024 ("Amendment No. 5"), as further amended by Amendment No. 6 to Schedule 13D filed by the Reporting Persons with the SEC on May 17, 2024 ("Amendment No. 6"), and as further amended by Amendment No. 7 to Schedule 13D filed by the Reporting Persons with the SEC on February 13, 2026 ("Amendment No. 7" and, together with Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, and the Schedule 13D, the "Amended Schedule 13D"), relating to the Common Stock, par value $0.10 per share ("Shares"), of AMREP Corporation (the "Issuer"), having a principal executive office at 850 West Chester Pike, Suite 205, Havertown, Pennsylvania 19083. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Amended Schedule 13D. Except as specifically provided herein, this Amendment No. 7 does not modify any of the information previously reported in the Amended Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
The Reporting Persons may be deemed to beneficially own 998,729 Shares, in aggregate. The amount and source of the funds for the transactions pursuant to which the Reporting Persons may be deemed to beneficially own such Shares were approximately $14,257,162.21 in aggregate purchase price for 998,729 Shares, derived from: (i) in the case of James H. Dahl, personal funds of James H. Dahl and funds from the following trusts for which James H. Dahl serves as trustee: IRA FBO James H. Dahl Pershing LLC as Custodian ROTH Conversion Account, IRA FBO James H. Dahl Pershing LLC as Custodian and Dahl Family Foundation, Inc.; and (ii) in the case of Rainey E. Lancaster, personal funds of Rainey E. Lancaster. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | According to the most recently filed Quarterly Report on Form 10-Q of the Issuer for the quarter ended January 31, 2026, filed with the SEC on March 12, 2026, the Issuer had 5,305,199 Shares outstanding as March 10, 2026. Each Reporting Person may be deemed to have the following beneficial ownership of Shares of the Issuer: (i) James H. Dahl may be deemed to beneficially own 998,729 Shares, in aggregate (or 18.8% of the total number of Shares outstanding); and (ii) Rainey E. Lancaster may be deemed to beneficially own 173,750 Shares (or 3.3% of the total number of Shares outstanding). All holdings in this Statement on Schedule 13D are reported as of the closing of business on June 24, 2026. | |
| (b) | James H. Dahl has sole power to vote and dispose of 824,979 Shares, including: (i) 501,708 Shares held directly, (ii) 204,151 Shares held by IRA FBO James H. Dahl Pershing LLC as Custodian ROTH Conversion Account, (iii) 25,000 Shares held by IRA FBO James H. Dahl Pershing LLC as Custodian, and (iv) 94,120 Shares held by Dahl Family Foundation, Inc. Neither James H. Dahl nor any member of his family have any pecuniary interest in Shares held by Dahl Family Foundation, Inc. The Reporting Persons have shared power to vote and dispose of 173,750 Shares held by Rainey E. Lancaster. | |
| (c) | The Reporting Persons effected the following transactions in the Shares in open market transactions on the dates indicated, and such transactions are the only transactions in the Shares by the Reporting Persons during the sixty days prior to and including June 24, 2026 (date range: April 25, 2026 through June 24, 2026):
On April 29, 2026, James H. Dahl purchased 5,000 shares on the open market for a weighted average price of $27.7413 per share.
On May 1, 2026, James H. Dahl purchased 3,000 shares on the open market for a weighted average price of $27.85 per share.
On May 13, 2026, James H. Dahl purchased 1,156 shares on the open market for a weighted average price of $24.724 per share.
On May 20, 2026, James H. Dahl purchased 5,000 shares on the open market for a weighted average price of $24.4982 per share.
On May 29, 2026, James H. Dahl purchased 3,000 shares on the open market for a weighted average price of $25.672 per share.
On May 29, 2026, James H. Dahl purchased 1,000 shares on the open market for a weighted average price of $27.63 per share.
On June 2, 2026, James H. Dahl purchased 1,500 shares on the open market for a weighted average price of $26.6226 per share.
On June 22, 2026, James H. Dahl purchased 3,075 shares on the open market for a weighted average price of $25.5827 per share. | |
| (d) | No person other than the Reporting Persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement on Schedule 13D. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Joint Filing Agreement, dated May 20, 2021, incorporated herein by reference to Exhibit 99.1 of the Schedule 13D filed on May 20, 2021 | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|