Apollo Commercial (NYSE: ARI) CEO has 61,485 shares withheld for taxes

Rhea-AI Filing Summary

Apollo Commercial Real Estate Finance, Inc. President & CEO Stuart Rothstein reported a tax-related share withholding tied to vested equity awards. On 01/30/2026, the issuer withheld 61,485 shares of common stock at $10.68 per share to cover minimum tax obligations arising from vested restricted stock units (RSUs).

After this withholding, Rothstein beneficially owned 277,676 shares of common stock, which includes 196,355 RSUs. Each RSU represents the right to receive one share of common stock as it vests, subject to continued service under the company’s 2019 and 2024 equity incentive plans.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ROTHSTEIN STUART

(Last) (First) (Middle)

C/O APOLLO GLOBAL MANAGEMENT, INC.

9 WEST 57TH STREET, 42ND FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Apollo Commercial Real Estate Finance, Inc. [ ARI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/30/2026		F		61,485(1)	D	$10.68	277,676(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Consists of shares of common stock withheld by the Issuer in order to satisfy the minimum tax withholding obligations of the reporting person arising in connection with the delivery of shares of common stock underlying vested restricted stock units ("RSUs") granted under the Amended and Restated Apollo Commercial Real Estate Finance, Inc. 2019 Equity Incentive Plan and the Apollo Commercial Real Estate Finance, Inc. 2024 Equity Incentive Plan. Each RSU represents the contingent right to receive one share of the Issuer's common stock for each vested RSU. The RSUs vest in installments in accordance with the terms of the applicable RSU award agreement by and between the reporting person and the Issuer, provided the reporting person remains in service through the applicable vesting dates.

2. Reported amount includes 196,355 RSUs.

	/s/ Jessica L. Lomm, as attorney-in-fact	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did ARI President & CEO Stuart Rothstein report?

Stuart Rothstein reported issuer withholding of 61,485 Apollo Commercial Real Estate Finance common shares on 01/30/2026. The shares were withheld to cover minimum tax obligations triggered by the delivery of stock underlying vested restricted stock units granted under company equity incentive plans.

Was the ARI Form 4 transaction an open market sale of shares?

No. The Form 4 shows a transaction coded “F,” indicating 61,485 shares were withheld by the issuer to satisfy tax withholding obligations. This withholding occurred in connection with vested restricted stock units, rather than a discretionary open market sale initiated by the executive.

How many ARI shares does Stuart Rothstein beneficially own after this transaction?

Following the tax withholding transaction, Stuart Rothstein beneficially owned 277,676 shares of Apollo Commercial Real Estate Finance common stock. This figure includes both directly held shares and 196,355 restricted stock units that each represent a contingent right to receive one share upon vesting.

What equity awards are involved in this ARI insider filing?

The filing involves restricted stock units granted under Apollo Commercial Real Estate Finance’s 2019 and 2024 Equity Incentive Plans. Each RSU entitles the holder to one share of common stock upon vesting, subject to the executive continuing in service through the specified vesting dates in the award agreements.

How many restricted stock units does the reported ARI ownership include?

The reported beneficial ownership includes 196,355 restricted stock units. Each RSU represents a contingent right to receive one share of Apollo Commercial Real Estate Finance common stock as it vests, assuming the executive remains in service through the applicable vesting dates under the plan terms.

What was the price used for the ARI tax withholding shares on the Form 4?

The Form 4 lists a price of $10.68 per share for the 61,485 Apollo Commercial Real Estate Finance shares withheld. This price was used in connection with satisfying the reporting person’s minimum tax withholding obligations tied to the delivery of stock from vested restricted stock units.