Apollo Commercial Real Estate Finance Inc

1. 1

   Dissolution Proposal

   ManagementBoard: FOR

   Approve the Plan of Complete Liquidation and Dissolution authorizing the Company to sell or transfer remaining assets, pay or provide for liabilities and expenses, establish a Liquidating Trust (if determined by the board), distribute liquidating proceeds to stockholders, wind up the business and dissolve the Company.

   More detail

   The Dissolution Proposal asks stockholders to approve a Plan of Complete Liquidation and Dissolution that would authorize the board to sell or transfer ARI’s remaining REO and other assets, pay or reserve for liabilities and expenses, potentially establish a Liquidating Trust to hold remaining assets, distribute liquidating proceeds (either directly or through the Liquidating Trust) to holders of Common Stock, wind up the Company’s business and effect dissolution. Management and the board state the proposal is being sought after an extensive review of strategic alternatives following the April 24, 2026 Asset Sale of substantially all loans, concluding that other proposals received were not sufficiently compelling to return value to stockholders. The proxy discloses the board’s estimates for distributions (an Initial Cash Distribution of approximately $3.70–$4.00 per share within ~30 days after approval and an Estimated Total Stockholder Distributions Range of $7.75–$8.50 per share, excluding a previously-declared $3.75 dividend), but cautions these are estimates subject to significant uncertainties including timing of REO sales, market conditions, taxes, liabilities and litigation. The Plan grants the board broad authority to interpret and implement the wind-up, to create reserves for contingent liabilities (which could delay final payouts for up to three years), to transfer assets to a Liquidating Trust whose interests would be non-transferable except by operation of law, and to engage or continue managers (including a Liquidating Trust Manager) to oversee liquidation for fees. The board notes potential conflicts of interest (including compensation that may become payable to directors and officers and relationships with Apollo affiliates) and has decided to accelerate vesting of outstanding equity awards, creating golden-parachute-style payments disclosed for named executives. The proposal would also likely result in delisting and deregistration of the Common Stock and changes to accounting (liquidation basis) and tax treatment; there are FIRPTA, REIT qualification and prohibited-transaction considerations that could materially affect proceeds. The board unanimously recommends a FOR vote, arguing the Plan offers a more direct and certain path to realizing value near book value than alternatives, while acknowledging risks such as litigation, potential adverse tax consequences, and the possibility that actual distributions could be materially different than estimated.

2. 2

   Executive Compensation Proposal (advisory

   ManagementBoard: FOR

   Advisory (non-binding) approval of compensation that may become payable to named executive officers in connection with the Plan, including accelerated vesting of equity awards and any other payments described in the proxy.

   More detail

   This advisory, non-binding proposal requests stockholder approval of the compensation that may become payable to named executive officers in connection with adoption and implementation of the Plan, primarily disclosures about acceleration of vesting of equity awards and other change-in-control or Plan-related payments. Management frames the proposal as required by Section 14A and emphasizes that the vote is advisory and does not bind the Company, the board, or the compensation committee. The proxy discloses that the compensation includes accelerated vesting of unvested restricted stock or RSUs (the Compensation Committee decided to fully accelerate vesting upon approval of the Dissolution Proposal) and quantifies estimated equity values for named executives (for example, amounts disclosed for Stuart A. Rothstein and Anastasia Mironova), with the table reflecting assumptions (e.g., share price used and timing). The company also notes that, to the extent the Manager or its affiliates are contractually obligated to fund any amounts, such obligations will be performed irrespective of the advisory vote. The board recommends a FOR vote, asserting the disclosed compensation is reasonable given the actions required to implement the Plan, while also disclosing potential conflicts (management and directors with relationships to Apollo affiliates) and the single-trigger nature of the accelerated equity payments. Investors should view this as an advisory signal; it will not limit contractual obligations or manager-funded payments and could be followed by further disclosure or adjustments by the board or compensation committee.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies and obtain sufficient votes to approve the Dissolution Proposal.

   More detail

   The Adjournment Proposal requests authority to adjourn the Special Meeting from time to time, even if a quorum is present, to a later date or dates to solicit additional proxies if there are not sufficient votes at the Special Meeting to approve the Dissolution Proposal. Procedurally, the bylaws also permit the chair to adjourn the meeting in his or her discretion. The practical effect is to give the board and management the ability to continue solicitation efforts and reconvene later to seek the majority (of all votes outstanding) required for the Dissolution Proposal, which is measured against total outstanding shares rather than only votes present. Management says this is necessary because a failure to achieve approval at the scheduled meeting would preclude adoption of the Plan; adjournment can avoid that outcome while additional outreach occurs. The proposal is non-controversial administratively but has substantive import because it can extend the solicitation window, increase expenses, and potentially affect timing of distributions and other actions (including delisting/deregistration steps). The board recommends a FOR vote, arguing it preserves flexibility to obtain the necessary approval to carry out the Plan, though stockholders should be aware that adjourning may postpone any liquidating distributions and prolong operational and reporting costs.

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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, September 29, 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, August 21, 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 9 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.