Apollo Commercial Real Estate Finance Inc

1. 1

   Asset Sale Proposal

   ManagementBoard: FOR

   Approve sale of ARI’s commercial real estate loan portfolio (Loans) to Athene Holding Ltd. pursuant to the Purchase Agreement dated January 27, 2026, for cash consideration equal to 99.7% of total commitment amounts subject to adjustments, and related transactions; closing is subject to specified conditions and stockholder approval.

   More detail

   Management asks shareholders to approve the sale of substantially all of ARI’s commercial real estate loan portfolio to Athene under the January 27, 2026 Purchase Agreement, which sets the consideration at 99.7% of the total commitment amount of each loan as of closing (subject to adjustments and true-ups) and will be paid in cash. Management seeks approval because the Asset Sale would convert ARI’s illiquid loan portfolio into approximately $1.4 billion of net cash (after repayment of debt and expenses), increasing pro forma book value per share to about $12.05 and providing capital to pursue a refreshed investment strategy or strategic alternatives. The Special Committee and a majority of the board concluded this is in the company’s best interests following a comprehensive process, consideration of competing proposals during a go-shop, and receipt of a fairness opinion from BofA Securities. The Purchase Agreement contains customary conditions to closing, a 25-day go-shop, post-closing repurchase and indemnity provisions, potential termination fees, and requires entry into a modified management agreement and related side letters; these governance and related-party relationships and conflicts were disclosed and considered. The board recommends a 'FOR' vote based on the immediate liquidity, strategic optionality and the financial analysis performed, while acknowledging risks including potential failure to close, transaction costs, loss of future upside from sold assets, and conflicts of interest. The recommendation also contemplates post-closing governance and compensation changes in the A&R Management Agreement and oversight measures.

2. 2

   Common Stock Issuance Proposal

   ManagementBoard: FOR

   Approve, subject to approval of the Asset Sale Proposal, issuance of shares of ARI common stock in lieu of cash to ACREFI Management, LLC as payment of specified base management fees and incentive compensation under the A&R Management Agreement to be entered into at closing.

   More detail

   The Company asks shareholders to approve, contingent on the Asset Sale, issuing Common Stock instead of cash to the Manager under the A&R Management Agreement. Management seeks this to implement a revised fee structure on closing that temporarily reduces the base fee rate and pays base fees in shares pre-milestone, with potential incentive fees tied to an ROE milestone; the stock issuance is intended to align the Manager’s interests with shareholders after the portfolio sale and to address NYSE rules regarding payment of fees in stock. If shareholders do not approve, fees in the A&R Management Agreement will be paid in cash. The board and Special Committee recommend approval, viewing the change as part of the overall transaction package negotiated with Athene and Apollo; they considered conflicts of interest, disclosure of the side letter arrangements and expense reimbursement commitments, and the fairness opinion. Approving the issuance of stock is a governance step rather than an approval of fee amounts. Risks include potential dilution, future higher aggregate compensation if ROE milestones trigger additional incentive fees, and related-party considerations. The board concluded the alignment benefits outweigh these risks.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Approve one or more adjournments of the Special Meeting, if necessary, to solicit additional proxies to obtain approval of the Asset Sale Proposal if sufficient votes are not present at the Special Meeting.

   More detail

   This procedural management proposal requests authority to adjourn the Special Meeting if there are insufficient votes to approve the Asset Sale so that the Company can solicit additional proxies. Management seeks this to preserve the ability to obtain stockholder approval without reconvening a new meeting and to minimize transactional disruption if immediate approval is not achieved. The board unanimously recommends approval because it provides logistical flexibility and does not materially change shareholder rights; abstaining or failing to vote would count against the Asset Sale due to the majority-of-outstanding voting standard. The principal risk is the delay and potential additional expense of continued solicitation; the board views that risk as acceptable in order to maximize the ability to obtain approval of the Asset Sale.

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When is the Apollo Commercial Real Estate Finance Inc 2026 special meeting?

Apollo Commercial Real Estate Finance Inc (ARI) holds its 2026 special shareholder meeting on Tuesday, April 21, 2026.

What is the record date for the Apollo Commercial Real Estate Finance Inc 2026 meeting?

The record date for the Apollo Commercial Real Estate Finance Inc 2026 meeting is Friday, March 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Apollo Commercial Real Estate Finance Inc's 2026 meeting?

The board is presenting 10 director nominees at the Apollo Commercial Real Estate Finance Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Apollo Commercial Real Estate Finance Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Apollo Commercial Real Estate Finance Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.