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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):
December 9, 2025
Apollo Global Management, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41197 |
|
86-3155788 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
9 West 57th Street, 42nd Floor
New York, New York 10019
(Address of principal executive offices) (Zip Code)
(212) 515-3200
(Registrant’s Telephone Number, Including Area
Code)
N/A
(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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications 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 |
|
APO |
|
New York Stock Exchange |
| 6.75% Series A Mandatory Convertible Preferred Stock |
|
APO.PRA |
|
New York Stock Exchange |
| 7.625% Fixed-Rate Resettable Junior Subordinated Notes due 2053 |
|
APOS |
|
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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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(e). Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 9, 2025, the Compensation
Committee (“Compensation Committee”) of the Board of Directors of Apollo Global Management, Inc. (the “Company”)
approved a grant of restricted share units (“RSUs”) providing for the right to receive shares of the Company’s
common stock (“shares”), with a value of $10 million and $13.5 million to Martin Kelly, the Company’s Chief Financial
Officer and Whitney Chatterjee, the Company’s Chief Legal Officer, respectively. The RSUs, which will be granted on December 18,
2025, are in recognition of their performance, and are intended to retain each of them and more closely align their compensation levels
with individuals with similar roles in our peer group. In evaluating peer practices and competitive talent dynamics, the Compensation
Committee determined that the RSU grants for Mr. Kelly and Ms. Chatterjee were necessary to maintain market competitive compensation and
ensure retention during a critical phase of the Company’s growth and transformation.
The RSUs will be considered when
making annual compensation determinations for Mr. Kelly and Ms. Chatterjee for the next three years, and are intended to provide $3.3
million and $4.5 million, respectively, per year over such period. The RSUs will vest upon the satisfaction by the Company of a performance
fee income requirement, and the underlying shares will not be delivered until 2029. If Mr. Kelly or Ms. Chatterjee voluntarily resign
before December 31, 2028, delivery of the shares underlying the vested RSUs will be delayed for two years until 2031. No shares underlying
the RSUs will be delivered if Mr. Kelly or Ms. Chatterjee breaches certain applicable restrictive covenants (including non-competition
and non-solicitation provisions) or if Mr. Kelly or Ms. Chatterjee is terminated for cause. Dividend equivalents will be paid with respect
to the RSUs. These awards are intended to emphasize long-term value creation and alignment with shareholders through the use of the Company’s
performance fee income and three-year holding requirements.
Also on December 9, 2025, the
Compensation Committee approved the opportunity for the Company’s executive officers to elect to defer (each, a “Deferral
Election”) the settlement of all or a portion of equity awards provided they make a timely election in accordance with the Company’s
terms and conditions. Scott Kleinman made a Deferral Election of the settlement of a portion of the RSUs he was granted in December 2021
(the “2021 RSU Awards”), as follows: 500,000 performance-based RSUs and 2,000,000 RSUs were deferred to 2029 and 2032,
respectively. The deferral extends his alignment with shareholders beyond the 2027 initial settlement date of the 2021 RSU Awards. In
addition, as part of the Deferral Election, the 500,000 performance-based RSUs will be entitled to dividend equivalent rights beginning
on April 1, 2027, provided the relevant performance criteria are satisfied. The 2021 RSU Awards will otherwise remain in full force and
effect in accordance with their respective terms. The 2021 RSU Awards were previously disclosed in a current report on Form 8-K filed
by Apollo Asset Management, Inc. on December 2, 2021.
The description of the Deferral
Election herein does not purport to be complete and is subject to, and qualified in its entirety by, the Deferral Election form, a copy
of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
APOLLO GLOBAL MANAGEMENT, INC. |
|
| |
|
|
|
| |
|
|
|
Date: December 12, 2025
|
By: |
/s/
Jessica L. Lomm |
|
| |
|
Name: |
Jessica L. Lomm |
|
| |
|
Title: |
Vice President and Secretary |
|
