Apollo Commercial shareholders approve dissolution

The manager waived a termination fee, while unpaid compensation and reimbursable expenses remain payable under the agreement.

Rhea-AI Filing Summary

Apollo Commercial Real Estate Finance, Inc. (ARI) stockholders approved the company's dissolution, liquidation of its assets and winding up under the Plan of Complete Liquidation and Dissolution. At the September 29, 2026 special meeting, 73,456,215 common shares were represented, approximately 57.1% of issued and outstanding shares entitled to vote. The dissolution proposal received 72,217,727 votes for, 799,088 against and 439,400 abstentions. Stockholders also approved, on an advisory, non-binding basis and subject to approval of dissolution, compensation that may become payable to named executive officers in connection with the plan; it received 68,240,751 votes for, 4,229,423 against and 986,035 abstentions.

On September 29, 2026, the company, its subsidiary ACREFI Operating, LLC, and manager ACREFI Management, LLC entered into a Termination Agreement. The management agreement will terminate when the company's articles of dissolution are accepted for record by Maryland's State Department of Assessments and Taxation and become effective. The Manager waived any termination fee, and the company agreed to pay accrued unpaid compensation and expenses for which the Manager is entitled to reimbursement under the agreement.

8-K Event Classification

2 items: 1.01, 5.07

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Common shares represented: 73,456,215 shares Shares represented as a percentage: Approximately 57.1% Dissolution proposal votes for: 72,217,727 votes +5 more

8 metrics

Common shares represented 73,456,215 shares At the September 29, 2026 special meeting

Shares represented as a percentage Approximately 57.1% Of issued and outstanding common shares entitled to vote at the September 29, 2026 special meeting

Dissolution proposal votes for 72,217,727 votes September 29, 2026 special meeting

Dissolution proposal votes against 799,088 votes September 29, 2026 special meeting

Dissolution proposal abstentions 439,400 votes September 29, 2026 special meeting

Executive compensation proposal votes for 68,240,751 votes September 29, 2026 special meeting

Executive compensation proposal votes against 4,229,423 votes September 29, 2026 special meeting

Executive compensation proposal abstentions 986,035 votes September 29, 2026 special meeting

Key Terms

Plan of Complete Liquidation and Dissolution, advisory, non-binding basis, termination fee, articles of dissolution

4 terms

Plan of Complete Liquidation and Dissolution regulatory

"under the Plan of Complete Liquidation and Dissolution"

A plan of complete liquidation and dissolution is a formal roadmap for closing a company: selling its assets, paying off debts and obligations, and then distributing any remaining cash to shareholders before legally ending the business. For investors it matters because it typically ends public trading of the company’s stock and determines whether shareholders receive any payout (and how much) — like a store closing sale where bills are paid first and whatever’s left is split among owners.

advisory, non-binding basis regulatory

"on an advisory, non-binding basis"

termination fee financial

"waived any right it may have to be paid a termination fee"

A termination fee is a payment required if one party ends a contract before its agreed-upon end date. It acts like a penalty or compensation to the other party for canceling early, similar to a fee you might pay for breaking a lease or canceling a service contract. For investors, it matters because it can influence a company's decisions and financial obligations related to ending agreements prematurely.

articles of dissolution regulatory

"articles of dissolution of the Company are accepted for record"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many votes approved ARI's dissolution?

ARI's dissolution proposal received 72,217,727 votes for, 799,088 against and 439,400 abstentions at the September 29, 2026 special meeting. It proposed dissolving the company, liquidating its assets and winding up under the Plan of Complete Liquidation and Dissolution.

When are ARI's accrued management compensation and expenses measured?

Accrued, unpaid compensation is measured as of the earlier of the date the company's assets and liabilities are transferred to a trust and the date its articles of dissolution are accepted for record by Maryland's State Department of Assessments and Taxation and become effective. Reimbursable expenses are measured as of the effective dissolution date, to the extent unpaid.

What did ARI stockholders decide about executive compensation?

Stockholders approved, on an advisory, non-binding basis and subject to approval of the dissolution proposal, compensation that may become payable to named executive officers in connection with the liquidation plan. The proposal received 68,240,751 votes for, 4,229,423 against and 986,035 abstentions.

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

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Available on EDGAR 09/29/2026 - 05:26 PM Accepted by SEC EDGAR 09/29/2026 - 05:26 PM Learn about SEC filing dates

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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): September 29, 2026

Apollo Commercial Real Estate Finance, Inc.

(Exact name of registrant as specified in its charter)

Maryland		001-34452		27-0467113
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

c/o Apollo Global Management, Inc.

9 West 57th Street, 42nd Floor
New York, New York		10019
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 515-3200

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, $0.01 par value		ARI		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 1.01 Entry Into a Material Definitive Agreement.

On September 29, 2026, Apollo Commercial Real Estate Finance, Inc. (the “Company”), ACREFI Operating, LLC, a subsidiary of the Company, and ACREFI Management, LLC (the “Manager”) entered into a Termination Agreement (the “Termination Agreement”), the form of which was previously agreed on July 13, 2026, as disclosed in the Company’s Definitive Proxy Statement for the Special Meeting (as defined below). Pursuant to the Termination Agreement, among other things, the parties agreed to terminate the Company’s amended and restated management agreement, dated as of April 24, 2026 (the “Management Agreement”). Such termination will become effective upon the date on which articles of dissolution of the Company are accepted for record by the State Department of Assessments and Taxation of Maryland (the “SDAT”) and become effective. Pursuant to the Termination Agreement, the Manager waived any right it may have to be paid a termination fee under the Management Agreement and the Company agreed to pay the Manager (a) all compensation to the Manager accrued, but not paid, under the Management Agreement as of the earlier of (i) the date of the transfer of the assets and liabilities of the Company to a trust under the laws of the State of Maryland or any other U.S. or non-U.S. jurisdiction and (ii) the date on which articles of dissolution of the Company are accepted for record by the SDAT and become effective, in each case, excluding any right to be paid a termination fee under the Management Agreement as waived by the Manager, and (b) all expenses for which the Manager is entitled to reimbursement under the Management Agreement as of the date on which articles of dissolution of the Company are accepted for record by the SDAT and become effective to the extent not previously paid.

The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Termination Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Special Meeting of Stockholders (the “Special Meeting”) of the Company was held on September 29, 2026, at which 73,456,215 shares of the Company’s common stock were represented in person or by proxy representing approximately 57.1% of the issued and outstanding shares of the Company’s common stock entitled to vote.

At the Special Meeting, the Company’s stockholders approved: (i) a proposal to approve the dissolution of the Company, the liquidation of its assets and the winding up of its business and affairs in accordance with the Plan of Complete Liquidation and Dissolution (the “Dissolution Proposal”) and (ii) a proposal to approve, subject to approval of the Dissolution Proposal, on an advisory, non-binding basis, compensation that may become payable by the Company to its named executive officers in connection with the Plan of Complete Liquidation and Dissolution (the “Executive Compensation Proposal”).

The proposals are described in detail in the Company’s Definitive Proxy Statement for the Special Meeting, filed with the U.S. Securities and Exchange Commission on August 24, 2026. The final results for the votes regarding each proposal are set forth below.

(i) The voting results with respect to the Dissolution Proposal were as follows:

Votes For		Votes Against		Abstain
72,217,727		799,088		439,400

(ii) The voting results with respect to the Executive Compensation Proposal were as follows:

Votes For		Votes Against		Abstain
68,240,751		4,229,423		986,035

As a result of the approval of the Dissolution Proposal, a previously submitted proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, from time to time, to a later date or dates, even if a quorum is present, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Dissolution Proposal was not presented at the Special Meeting.

SIGNATURES

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.

Apollo Commercial Real Estate Finance, Inc.
By:		/s/ Stuart A. Rothstein
Name:		Stuart A. Rothstein
Title:		President and Chief Executive Officer

Date: September 29, 2026

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB