Apollo Commercial Real Estate Finance (ARI) Proxy filing summary

Executive summary

• Board of directors declared a $3.75 per share dividend, payable July 15, 2026, primarily as a return of capital.

• After reviewing strategic alternatives, the board determined that dissolution, liquidation of assets, and winding down operations are in the best interest of stockholders.

• A preliminary proxy statement will be filed to seek stockholder approval for the plan of complete liquidation and dissolution.

• The board retains discretion to terminate, modify, or amend the dissolution plan without stockholder approval and may pursue other strategic alternatives.

• The company aims to execute the process efficiently and return capital to stockholders in a timely and orderly manner.

Voting matters and shareholder proposals

• Stockholder approval is required to authorize the dissolution, liquidation of assets, and winding down of business.

• Proxy materials detailing the plan will be filed with the SEC and distributed to stockholders.

• Directors, executive officers, and certain affiliates may be considered participants in the proxy solicitation.

Board of directors and corporate governance

• The board conducted an extensive review of strategic alternatives, including real estate-related strategies and potential transactions.

• The board, in consultation with management, concluded that dissolution is the most favorable path forward.

• The board maintains authority to alter the dissolution plan or pursue mergers or business combinations at its discretion.