Apollo Commercial Real Estate Finance (ARI) Proxy filing summary

Executive summary

• A special meeting is scheduled for April 21, 2026, to vote on the sale of the commercial real estate loan portfolio to Athene Holding Ltd., the issuance of common stock to the manager in lieu of cash, and potential adjournment of the meeting if more votes are needed.

• The Asset Sale involves selling nearly all commercial real estate loans, excluding two loans expected to be repaid before closing, for 99.7% of the total commitment amount, paid in cash.

• The board, following a unanimous special committee recommendation, urges shareholders to vote in favor of all proposals, citing strategic flexibility and value creation.

• If approved, the company expects to have $1.4 billion in net cash and $1.7 billion in equity post-transaction, with plans to evaluate new investment strategies or strategic alternatives by year-end.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) the Asset Sale Proposal, (2) the Common Stock Issuance Proposal, and (3) the Adjournment Proposal.

• Approval of the Asset Sale requires a majority of all votes entitled to be cast; the stock issuance and adjournment proposals require a majority of votes cast.

• Failure to vote or abstentions count as votes against the Asset Sale Proposal but not the other proposals.

• The board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• The special committee, composed of independent and disinterested directors, led the negotiation and evaluation process.

• Two directors with Apollo affiliations recused themselves from voting on the Asset Sale.

• The board considered strategic alternatives, including mergers and asset sales, before recommending the Athene transaction.