Apollo Commercial Real Estate Finance Inc

1. 1

   Dissolution Proposal

   ManagementBoard: FOR

   Approve the dissolution of Apollo Commercial Real Estate Finance, Inc., liquidation of its assets, winding up of its business and affairs, and implementation of the Plan of Complete Liquidation and Dissolution, including potential establishment of a liquidating trust and distributions to stockholders.

   More detail

   The proposal asks stockholders to approve a complete liquidation and dissolution of Apollo Commercial Real Estate Finance, Inc. under the attached Plan. The Plan authorizes the Company to sell its remaining real estate-owned assets, pay or reserve for liabilities and expenses, distribute net proceeds, wind up its affairs and ultimately dissolve. The board may establish a Liquidating Trust, transfer remaining assets and liabilities to it, and distribute non-transferable beneficial interests to stockholders. Management estimates aggregate Plan-related distributions of $7.75 to $8.50 per share, excluding the July 15 dividend, assuming completion by the first half of 2028, but emphasizes that actual amounts and timing are uncertain. The proposal follows the April 2026 sale of substantially all of the Company’s commercial real estate loan portfolio to Athene, after which the board reviewed alternative investment strategies, mergers and other strategic options. The board concluded that competing proposals were unlikely to return as much value as an orderly liquidation and that the Plan offered a more certain path toward realizing value near book value per share. The Plan also preserves flexibility before the filing of articles of dissolution to amend or terminate the Plan or pursue a merger, business combination or similar transaction if advisable. Significant risks include lower-than-estimated asset sale proceeds, delays, litigation, contingent liabilities, ongoing public-company costs, adverse tax consequences and possible failure to maintain REIT status. The board unanimously recommends voting FOR because it believes the potential benefits of returning capital and maximizing value outweigh these risks.

2. 2

   Executive Compensation Proposal

   ManagementBoard: FOR

   Approve, on an advisory and non-binding basis and subject to approval of the Dissolution Proposal, compensation that may become payable to the Company’s named executive officers in connection with the Plan, including accelerated vesting of outstanding equity awards.

   More detail

   The proposal asks stockholders to approve, on an advisory and non-binding basis, compensation that may become payable to the Company’s named executive officers in connection with the liquidation Plan. The disclosure identifies the relevant amounts primarily as the value of accelerated vesting of existing equity awards rather than new grants or newly negotiated compensation. The Compensation Committee decided to fully accelerate outstanding equity awards under the Company’s equity incentive plans because approval of the Dissolution Proposal constitutes a change in control under those plans. The named executive officers identified in the filing are Stuart A. Rothstein and Anastasia Mironova, with disclosed estimated equity-related amounts of approximately $2.12 million and $580,146, respectively. The proposal does not cover compensation arrangements applicable to directors. It is expressly advisory and non-binding, so a favorable or unfavorable vote does not bind the Company or its board. Approval is not a condition to completion of the transactions contemplated by the Plan, and compensation contractually payable by the Manager or its affiliates remains payable regardless of the vote. The board nevertheless seeks approval to obtain stockholder input on the Plan-related executive compensation. The board unanimously recommends voting FOR, consistent with its view that the compensation reflects existing contractual equity arrangements connected to the proposed dissolution rather than discretionary new awards.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Approve one or more adjournments of the special meeting, even if a quorum is present, to a later date or dates if necessary to solicit additional proxies when there are insufficient votes to approve the Dissolution Proposal.

   More detail

   The proposal asks stockholders to authorize one or more adjournments of the special meeting if additional time is needed to solicit proxies. The authority could be used even when a quorum is present. Its stated purpose is to obtain additional votes if the Dissolution Proposal lacks sufficient support at the scheduled meeting. The Company’s bylaws also permit the chair to adjourn or postpone the meeting in certain circumstances without a separate stockholder vote. Approval would therefore provide an additional procedural mechanism to preserve the opportunity to secure approval of the liquidation Plan. An adjournment could delay final consideration of the proposals and increase solicitation and meeting-related expenses. If the meeting is adjourned, previously submitted proxies may generally be revoked before the final vote. The proposal does not itself approve the dissolution or executive compensation and is separate from the merits of those matters. Approval requires a majority of votes cast, and abstentions have no effect assuming a quorum exists. The board unanimously recommends voting FOR because it considers the authority necessary or appropriate to seek additional support for the Dissolution Proposal.

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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 8 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.