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LDB 2025 LLC (NYSE: APO) discloses 3M shares and 2M-share forward

(Neutral)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

LDB 2025 LLC filed an initial ownership report for Apollo Global Management, Inc. It reports direct ownership of 3,000,000 shares of Common Stock and a derivative position via a variable share forward transaction covering up to 2,000,000 underlying shares. As part of this forward, LDB 2025 LLC pledged 2,000,000 shares of Common Stock as collateral, retaining voting and ordinary dividend rights during the pledge term, subject to certain dividend-related payments. Settlement mechanics reference a floor price, cap price and volume-weighted average price formulas, and may be satisfied in shares or, at the reporting person’s election under specified conditions, cash.

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Insider LDB 2025 LLC
Role Insider
Type Security Shares Price Value
holding Forward Sale Contract (obligation to sell) F1, F2, F3, F4 -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Forward Sale Contract (obligation to sell) — 0 shares (Direct); Common Stock — 3,000,000 shares (Direct)
Footnotes (4)
  1. F1. On August 7, 2026, the Reporting Person entered into a variable share forward transaction (the "Transaction") in accordance with Rule 144 under the Securities Act of 1933 with an unaffiliated financial institution (the "Bank") pursuant to a Master Confirmation entered into between the Reporting Person and the Bank, dated June 18, 2026 (the "Agreement") relating to up to 2,000,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligating the Reporting Person to deliver to the Bank up to 2,000,000 shares of Common Stock (or, at the Reporting Person's election, subject to satisfaction of certain conditions under the terms of the Transaction, an equivalent amount of cash) to settle the Transaction.
  2. F2. The Reporting Person pledged 2,000,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Transaction, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if the Reporting Person settles the Transaction in cash), subject to certain payments the Reporting Person may need to make to the Bank with respect to dividends under the terms of the Agreement. Under the terms of the Agreement, the Reporting Person will receive a prepayment from the Bank equal to the product of (i) the aggregate number of shares underlying the Transaction and (ii) a percentage of the initial share price, which will be determined following a hedging period.
  3. F3. Under the Transaction, on the relevant settlement date for each of the up to 8 components, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be determined following a hedging period (the "Floor Price"), the Reporting Person will deliver to the Bank the ratable portion of the Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined... (Continued in Footnote 4)
  4. F4. (Continued from Footnote 3) ... following a hedging period (the "Cap Price"), the Reporting Person will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, the Reporting Person will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.
Common Stock held 3,000,000 shares Directly owned Common Stock reported by LDB 2025 LLC
Underlying shares in forward up to 2,000,000 shares Shares of Common Stock referenced in the variable share forward transaction
Pledged Shares 2,000,000 shares Common Stock pledged as collateral to secure obligations under the forward
Forward components up to 8 components Separate settlement components used to determine share or cash delivery
variable share forward transaction financial
"entered into a variable share forward transaction (the "Transaction") in accordance"
Master Confirmation financial
"pursuant to a Master Confirmation entered into between the Reporting Person"
Floor Price financial
"Settlement Price") is less than or equal to a floor price that will be determined"
The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.
Cap Price financial
"between the Floor Price and a cap price that will be determined... (Continued"
volume weighted average price financial
"per-share volume weighted average price of Common Stock on the related valuation"
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.

FAQ

What ownership in Apollo Global Management (APO) does LDB 2025 LLC report on this Form 3?

LDB 2025 LLC reports direct ownership of 3,000,000 shares of Common Stock. In addition, it is party to a variable share forward transaction relating to up to 2,000,000 underlying shares of Apollo Global Management, Inc.

What is the variable share forward transaction disclosed for APO?

LDB 2025 LLC entered a variable share forward transaction under Rule 144 relating to up to 2,000,000 shares. It obligates the delivery of shares, or equivalent cash, to an unaffiliated bank based on future share prices within defined floor and cap levels.

How many Apollo (APO) shares are pledged under the forward by LDB 2025 LLC?

The filing states that LDB 2025 LLC pledged 2,000,000 shares of Common Stock as collateral for its obligations under the variable share forward. It retains voting and ordinary dividend rights in these pledged shares during the pledge term, subject to certain dividend-related payments.

Does LDB 2025 LLC keep voting rights on the pledged APO shares?

Yes. LDB 2025 LLC retains voting and ordinary dividend rights in the 2,000,000 pledged shares during the term of the pledge, and thereafter if it settles the forward transaction in cash, subject to specified dividend-related payments to the bank.

How is the number of APO shares delivered under the forward contract determined?

The number of shares (or cash amount) delivered for each of up to 8 components is based on the volume-weighted average price versus a defined floor price and cap price, using formulas that adjust the share delivery depending on where the settlement price falls.

Does LDB 2025 LLC disclaim any group or additional beneficial ownership in APO?

The reporting person states it may be deemed part of a “group” under a stockholders agreement but disclaims beneficial ownership of securities deemed owned by the group that it does not directly own, except to the extent of its pecuniary interest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
LDB 2025 LLC

(Last)(First)(Middle)
C/O ELYSIUM MANAGEMENT LLC
445 PARK AVENUE, SUITE 1401

(Street)
NEW YORK NEW YORK 10022

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
08/13/2026
3. Issuer Name and Ticker or Trading Symbol
Apollo Global Management, Inc. [ APO ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
Officer (give title below)XOther (specify below)
See Remarks
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock3,000,000D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Forward Sale Contract (obligation to sell)(1)(2)(3) (1)(2)(3)(4) (1)(2)(3)(4)Common Stock(1)(2)(3)(4)(1)(2)(3)(4)D
Explanation of Responses:
1. On August 7, 2026, the Reporting Person entered into a variable share forward transaction (the "Transaction") in accordance with Rule 144 under the Securities Act of 1933 with an unaffiliated financial institution (the "Bank") pursuant to a Master Confirmation entered into between the Reporting Person and the Bank, dated June 18, 2026 (the "Agreement") relating to up to 2,000,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligating the Reporting Person to deliver to the Bank up to 2,000,000 shares of Common Stock (or, at the Reporting Person's election, subject to satisfaction of certain conditions under the terms of the Transaction, an equivalent amount of cash) to settle the Transaction.
2. The Reporting Person pledged 2,000,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Transaction, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if the Reporting Person settles the Transaction in cash), subject to certain payments the Reporting Person may need to make to the Bank with respect to dividends under the terms of the Agreement. Under the terms of the Agreement, the Reporting Person will receive a prepayment from the Bank equal to the product of (i) the aggregate number of shares underlying the Transaction and (ii) a percentage of the initial share price, which will be determined following a hedging period.
3. Under the Transaction, on the relevant settlement date for each of the up to 8 components, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be determined following a hedging period (the "Floor Price"), the Reporting Person will deliver to the Bank the ratable portion of the Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined... (Continued in Footnote 4)
4. (Continued from Footnote 3) ... following a hedging period (the "Cap Price"), the Reporting Person will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, the Reporting Person will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.
Remarks:
The Reporting Person may be deemed to be a member of a "group" for the purposes of the Securities Exchange Act of 1934 by virtue of being a party to the Apollo Global Management, Inc. Stockholders Agreement. The Reporting Person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the Reporting Person. This report shall not be deemed an admission that the Reporting Person is a member of a group or the beneficial owner of any securities not directly owned by the Reporting Person. The Reporting Person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.
/s/ Heather Gray, Manager08/14/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)