Stockholders at Apollo Commercial RE (NYSE: ARI) approve Athene asset sale and stock issuance

Rhea-AI Filing Summary

Apollo Commercial Real Estate Finance, Inc. held a Special Meeting of Stockholders on April 21, 2026, where stockholders approved two major proposals. A total of 93,729,980 shares, representing approximately 67.5% of the common stock entitled to vote, were present in person or by proxy.

Stockholders approved the sale of the company’s commercial real estate loan portfolio to Athene Holding Ltd. pursuant to the existing asset purchase and sale agreement, with 92,625,412 votes for, 738,476 against and 366,093 abstaining. They also approved issuing shares of common stock to the company’s manager, ACREFI Management, LLC, in lieu of cash under an amended and restated management agreement related to the asset sale, with 91,998,341 votes for, 1,368,261 against and 363,369 abstaining.

Insights

Real estate finance and governance analyst

Stockholders approved a transformative asset sale and related equity compensation structure.

Stockholders of Apollo Commercial Real Estate Finance, Inc. approved selling the company’s commercial real estate loan portfolio to Athene Holding Ltd., a move that significantly reshapes the company’s business profile. Approval levels were very high, indicating broad support for this strategic shift.

They also approved issuing common stock, instead of cash, to ACREFI Management, LLC under an amended and restated management agreement tied to the asset sale. This links a key economic element of the manager’s compensation to equity rather than cash. Subsequent disclosures in company filings will be important for understanding the post-sale structure and ongoing business strategy.

8-K Event Classification

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

1 item

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

Shares represented at meeting: 93,729,980 shares Quorum percentage: 67.5% Asset sale votes for: 92,625,412 votes +3 more

6 metrics

Shares represented at meeting 93,729,980 shares Common stock represented at Special Meeting; about 67.5% of shares entitled to vote

Quorum percentage 67.5% Approximate percentage of issued and outstanding common stock entitled to vote represented at meeting

Asset sale votes for 92,625,412 votes Votes in favor of selling commercial real estate loan portfolio to Athene

Asset sale votes against 738,476 votes Votes against the asset sale proposal

Common stock issuance votes for 91,998,341 votes Votes in favor of issuing common stock to ACREFI Management, LLC

Common stock issuance votes against 1,368,261 votes Votes against the common stock issuance proposal

Key Terms

Special Meeting of Stockholders, Asset Sale, Definitive Proxy Statement, asset purchase and sale agreement, +1 more

5 terms

Special Meeting of Stockholders regulatory

"The Special Meeting of Stockholders (the “Special Meeting”) of Apollo Commercial Real Estate Finance, Inc."

A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.

Asset Sale financial

"the other transactions contemplated by the Purchase Agreement (collectively, the “Asset Sale”"

An asset sale is when a company sells specific pieces of its business—such as equipment, real estate, product lines, or patents—rather than selling ownership shares. Like selling a car from a household to raise cash without moving out of the house, an asset sale can provide funds, reduce costs, or signal a change in strategy; investors watch it because it directly affects a company’s cash, future revenue potential, and balance sheet strength.

Definitive Proxy Statement regulatory

"The proposals are described in detail in the Company’s Definitive Proxy Statement for the Special Meeting"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

asset purchase and sale agreement financial

"pursuant to the terms and subject to the conditions set forth in an asset purchase and sale agreement"

amended and restated management agreement financial

"pursuant to the terms and subject to the conditions set forth in an amended and restated management agreement"

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

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Accepted by SEC EDGAR 04/22/2026 - 08:36 AM Learn about SEC filing dates

FAQ

What did Apollo Commercial Real Estate Finance, Inc. (ARI) stockholders approve at the Special Meeting?

Stockholders approved selling Apollo Commercial Real Estate Finance, Inc.’s commercial real estate loan portfolio to Athene Holding Ltd., and also approved issuing common stock to its manager, ACREFI Management, LLC, under an amended and restated management agreement tied to the closing of the asset sale.

How many Apollo Commercial Real Estate Finance, Inc. (ARI) shares were represented at the Special Meeting?

A total of 93,729,980 shares of Apollo Commercial Real Estate Finance, Inc. common stock were represented in person or by proxy, accounting for approximately 67.5% of the issued and outstanding common shares entitled to vote at the Special Meeting.

What were the voting results for Apollo Commercial Real Estate Finance, Inc.’s asset sale to Athene?

The asset sale proposal received 92,625,412 votes for, 738,476 votes against and 366,093 abstentions. This approved selling Apollo Commercial Real Estate Finance, Inc.’s commercial real estate loan portfolio to Athene Holding Ltd. under the existing asset purchase and sale agreement.

What is the common stock issuance proposal approved by Apollo Commercial Real Estate Finance, Inc. (ARI) stockholders?

Stockholders approved issuing Apollo Commercial Real Estate Finance, Inc. common stock to its manager, ACREFI Management, LLC, in lieu of cash, under an amended and restated management agreement to be entered into in connection with closing the asset sale to Athene Holding Ltd.

How did Apollo Commercial Real Estate Finance, Inc. (ARI) stockholders vote on the common stock issuance proposal?

The common stock issuance proposal received 91,998,341 votes for, 1,368,261 votes against and 363,369 abstentions. This approval allows Apollo Commercial Real Estate Finance, Inc. to compensate its manager with common stock instead of cash, subject to the asset sale’s closing.

Why was the adjournment proposal not presented at the Apollo Commercial Real Estate Finance, Inc. Special Meeting?

A previously submitted proposal to adjourn the Special Meeting, if additional time were needed to obtain votes for the asset sale, was not presented because stockholders had already approved the asset sale proposal at the meeting, making an adjournment unnecessary.

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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): April 21, 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 5.07 Submission of Matters to a Vote of Security Holders.

The Special Meeting of Stockholders (the “Special Meeting”) of Apollo Commercial Real Estate Finance, Inc. (the “Company”) was held on April 21, 2026, at which 93,729,980 shares of the Company’s common stock were represented in person or by proxy representing approximately 67.5% 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 sale of the Company’s commercial real estate loan portfolio to Athene Holding Ltd. (“Athene”) pursuant to the terms and subject to the conditions set forth in an asset purchase and sale agreement (as amended, modified or supplemented from time to time, the “Purchase Agreement”), dated January 27, 2026, by and between the Company and Athene, and the other transactions contemplated by the Purchase Agreement (collectively, the “Asset Sale” and, such proposal, the “Asset Sale Proposal”) and (ii) a proposal to approve, subject to approval of the Asset Sale Proposal, the issuance of shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) in lieu of cash, to the Company’s manager, ACREFI Management, LLC (the “Manager”), pursuant to the terms and subject to the conditions set forth in an amended and restated management agreement by and among the Company, ACREFI Operating, LLC and the Manager to be entered into in connection with the closing of the Asset Sale (the “Common Stock Issuance Proposal”).

The proposals are described in detail in the Company’s Definitive Proxy Statement for the Special Meeting, filed with the SEC on March 23, 2026. The final results for the votes regarding each proposal are set forth below.

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

Votes For		Votes Against		Abstain
92,625,412		738,476		366,093

(ii) The voting results with respect to the Common Stock Issuance Proposal were as follows:

Votes For		Votes Against		Abstain
91,998,341		1,368,261		363,369

As a result of the approval of the Asset Sale 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 Asset Sale 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: April 22, 2026

Filing Exhibits & Attachments

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• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
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