Apollo Commercial Real Estate Finance (ARI) Proxy Filing summary

Executive summary

• A proposed transaction involves the sale of approximately $9 billion in commercial mortgage loans to Athene, pending shareholder approval.

• The transaction is expected to provide attractive yields and conservative loan-to-values, with spreads 50–75 basis points higher than new issuances.

• Forward-looking statements highlight potential risks, including market trends, interest rates, and the ability to complete the transaction as planned.

Voting matters and shareholder proposals

• Shareholders are being solicited to approve the proposed transaction involving the sale of commercial mortgage loans.

• Proxy materials and other relevant documents will be filed with the SEC and made available to shareholders at no cost.

Board of directors and corporate governance

• The independent Audit Committee of the Board was involved in the transaction process, with third-party pricing validation provided.

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