Apollo Commercial Real Estate Finance (ARI) Proxy filing summary

Executive summary

• A special meeting is called to vote on dissolving the company, liquidating assets, and winding up affairs per a detailed Plan of Complete Liquidation and Dissolution, following a $9 billion asset sale in April 2026.

• The board unanimously recommends approval of the dissolution, an advisory executive compensation proposal, and the potential adjournment of the meeting to solicit more votes if needed.

• Estimated total liquidating distributions to shareholders are projected between $7.75 and $8.50 per share, with a total book value per share returned (including a July 15 dividend) between $11.50 and $12.25, assuming full liquidation by the first half of 2028.

• The Plan allows for the creation of a Liquidating Trust to hold remaining assets and liabilities, with interests distributed to shareholders; these interests are non-transferable and may have tax implications.

• The board retains flexibility to amend or terminate the Plan before articles of dissolution are filed, and may pursue alternative transactions if deemed in shareholders' best interests.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) the Dissolution Proposal, (2) an advisory, non-binding Executive Compensation Proposal, and (3) the Adjournment Proposal to allow more time for proxy solicitation if needed.

• Approval of the Dissolution Proposal requires a majority of all votes entitled to be cast; the other proposals require a majority of votes cast.

• No other business may be brought before the meeting.

Board of directors and corporate governance

• The board conducted a comprehensive review of strategic alternatives, including M&A and new asset strategies, before recommending dissolution as the best path for shareholder value.

• Directors and executive officers collectively own less than 1% of outstanding shares and intend to vote in favor of all proposals.

• The Plan authorizes the board to manage the wind-down, including asset sales, liability settlements, and potential establishment of a Liquidating Trust.