DEFM14A

DEFM14A 1 d121550ddefm14a.htm DEFM14A DEFM14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

Apollo Commercial Real Estate Finance, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☐	No fee required.

☒	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON APRIL 21, 2026

To the Stockholders of Apollo Commercial Real Estate Finance, Inc.:

A special meeting of stockholders (including any adjournments or postponements thereof, the “Special Meeting”) of Apollo Commercial Real Estate Finance, Inc., a Maryland corporation (“ARI,” the “Company,” “we,” “our” or “us”), will be held at the offices of Fried, Frank, Harris, Shriver & Jacobson LLP, Midtown Conference Center, 535 Madison Avenue, 10th Floor, New York, New York 10022, on April 21, 2026, at 9:00 a.m., Eastern Time, to consider and vote on the following matters:

a proposal to approve the sale of our commercial real estate loan portfolio to Athene Holding Ltd. (“Athene”) pursuant to the terms and subject to the conditions set forth in an asset purchase and sale agreement (as amended, modified or supplemented from time to time, the “Purchase Agreement”), dated January 27, 2026, by and between ARI and Athene, and the other transactions contemplated by the Purchase Agreement (collectively, the “Asset Sale”), as more fully described in the accompanying proxy statement (the “Asset Sale Proposal”);

a proposal to approve, subject to approval of the Asset Sale Proposal, the issuance of shares of our common stock, par value $0.01 per share (“Common Stock”), in lieu of cash, to ARI’s manager, ACREFI Management, LLC (our “Manager”), pursuant to the terms and subject to the conditions set forth in an amended and restated management agreement by and among ARI, ACREFI Operating, LLC, a subsidiary of ARI (“Operating LLC”), and our Manager (as amended, modified or supplemented from time to time, the “A&R Management Agreement”) to be entered into in connection with the closing of the Asset Sale (the “Common Stock Issuance Proposal”); and

a proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, from time to time, to a later date or dates, even if a quorum is present, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Asset Sale Proposal (the “Adjournment Proposal”).

We do not expect to transact any other business at the Special Meeting. The close of business on March 20, 2026 has been fixed by our board of directors as the record date (the “Record Date”) for the determination of the stockholders entitled to notice of, and to vote at, the Special Meeting.

Approval of the Asset Sale Proposal requires the affirmative vote of the stockholders entitled to cast a majority of all the votes entitled to be cast on such proposal. Approval of the Common Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast on such proposal. Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast on such proposal.

YOUR VOTE IS IMPORTANT

We hope that all of our stockholders who can do so will attend the Special Meeting in person. Whether or not you plan to attend the Special Meeting, please authorize a proxy to vote your shares of Common Stock (“Shares”) as promptly as possible. If you are a registered holder of Shares, you may vote your Shares in person at the Special Meeting or by proxy. In order to authorize a proxy, please complete, sign, date and mail your proxy card in the preaddressed postage-paid envelope provided or, if the option is available to you, call the toll-free telephone number listed on your proxy card or use the internet as described in the instructions on the enclosed proxy card. Authorizing a proxy to vote your Shares will ensure that your vote is counted at the Special Meeting

if you do not attend in person. If you hold your Shares in “street name” through your bank, broker or other nominee, only your bank, broker or other nominee is entitled to vote your Shares, and the vote cannot be cast unless you provide instructions to your bank, broker or other nominee on how to vote. In this regard, you should consult the voting instruction card provided by your bank, broker or other nominee. Alternatively, you may obtain a legal proxy from your bank, broker or other nominee and vote your Shares in person at the Special Meeting, a process that may take several days. You should follow the directions provided by your bank, broker or other nominee regarding how to instruct your bank, broker or other nominee to vote your Shares. You may revoke your proxy at any time before it is exercised at the Special Meeting.

Your proxy is being solicited by our board of directors. Our board of directors, acting upon the unanimous recommendation of the special committee of our board of directors (the “Special Committee”), has determined that the Asset Sale is advisable and in the best interests of ARI and approved the Asset Sale and the Purchase Agreement. Our board of directors, acting upon the unanimous recommendation of the Special Committee, recommends that the holders of Common Stock vote “FOR” the Asset Sale Proposal, “FOR” the Common Stock Issuance Proposal, and “FOR” the Adjournment Proposal.

The obligations of ARI and Athene to complete the Asset Sale are subject to the satisfaction or waiver of certain conditions. The accompanying proxy statement contains detailed information about ARI, the Special Meeting, the Purchase Agreement, the Asset Sale Proposal, the Common Stock Issuance Proposal and the Adjournment Proposal. A copy of the Purchase Agreement is attached as Annex A to the accompanying proxy statement and incorporated therein by reference. We urge you to, and you should, read the entire proxy statement carefully, including the Purchase Agreement and the other annexes and the documents referred to or incorporated by reference in the accompanying proxy statement. You may obtain additional information about ARI from documents we have filed with the U.S. Securities and Exchange Commission, which are publicly available through the SEC’s website, www.sec.gov.

If you have any questions concerning any of the proposals, the Asset Sale, the Purchase Agreement, the Special Meeting, or the proxy statement, or would like additional copies of the proxy statement or need help voting your Shares, please contact Okapi Partners LLC, our proxy solicitor: (855) 208-8903.

Sincerely,

/s/ Anastasia Mironova

Anastasia Mironova

Chief Financial Officer, Treasurer and Secretary

New York, New York

March 23, 2026

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be held on April 21, 2026. The proxy statement is available at https://www.okapivote.com/ARI and www.sec.gov. Websites throughout the proxy statement are provided for reference only. Websites referred to herein are not incorporated by reference into the proxy statement.

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the Asset Sale, passed upon the merits of the Purchase Agreement or the Asset Sale or determined if the accompanying proxy statement is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated March 23, 2026 and, together with the Notice of Special Meeting of Stockholders and the related proxy card, are first being mailed to the holders of Common Stock on or about March 23, 2026.

LOGO

PROXY STATEMENT

FOR SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON APRIL 21, 2026

This proxy statement is being furnished to stockholders in connection with the solicitation of proxies by and on behalf of the board of directors (our “board of directors”) of Apollo Commercial Real Estate Finance, Inc., a Maryland corporation (“ARI,” the “Company,” “we,” “our” or “us”), for use at ARI’s special meeting of stockholders (including any adjournments or postponements thereof, the “Special Meeting”) to be held at the offices of Fried, Frank, Harris, Shriver & Jacobson LLP (“Fried Frank”), Midtown Conference Center, 535 Madison Avenue, 10th Floor, New York, New York 10022 on April 21, 2026, at 9:00 a.m., Eastern Time, or at any postponements or adjournments thereof, for the following purposes:

to consider and vote on a proposal to approve the sale of our commercial real estate loan portfolio to Athene Holding Ltd. (“Athene”) pursuant to the terms and subject to the conditions set forth in an asset purchase and sale agreement (as amended, modified or supplemented from time to time, the “Purchase Agreement”), dated January 27, 2026, by and between ARI and Athene, and the other transactions contemplated by the Purchase Agreement (collectively, the “Asset Sale”), as more fully described in this proxy statement (the “Asset Sale Proposal”);

to consider and vote on a proposal to approve, subject to approval of the Asset Sale Proposal, the issuance of shares of our common stock, par value $0.01 per share (“Common Stock”), in lieu of cash, to ARI’s manager, ACREFI Management, LLC (our “Manager”), pursuant to the terms and subject to the conditions set forth in an amended and restated management agreement by and among ARI, ACREFI Operating, LLC, a subsidiary of ARI (“Operating LLC”), and our Manager (as amended, modified or supplemented from time to time, the “A&R Management Agreement”) to be entered into in connection with the closing of the Asset Sale (the “Common Stock Issuance Proposal”); and

to consider and vote on a proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, from time to time, to a later date or dates, even if a quorum is present, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Asset Sale Proposal (the “Adjournment Proposal”).

The close of business on March 20, 2026 has been fixed by our board of directors as the record date (the “Record Date”) for the determination of the stockholders entitled to notice of, and to vote at, the Special Meeting.

If you are a registered holder of shares of Common Stock (“Shares”) at the close of business on the Record Date, you may vote your Shares in person at the Special Meeting or by proxy. In order to authorize a proxy, please complete, sign, date and mail your proxy card in the preaddressed postage-paid envelope provided or, if the option is available to you, call the toll-free telephone number listed on your proxy card or use the internet as described in the instructions on the enclosed proxy card. Authorizing a proxy to vote your Shares will ensure that your vote is counted at the Special Meeting if you do not attend in person.

If you hold your Shares in “street name” through your bank, broker or other nominee, only your bank, broker or other nominee is entitled to vote your Shares, and the vote cannot be cast unless you provide instructions to your bank, broker or other nominee on how to vote. In this regard, you should consult the voting instruction card provided by your bank, broker or other nominee. Alternatively, you may obtain a legal proxy from your bank, broker or other nominee and vote your Shares in person at the Special Meeting, a process that may take several days. You should follow the directions provided by your bank, broker or other nominee regarding how to instruct your bank, broker or other nominee to vote your Shares.

Shares represented by properly submitted proxies received by us prior to the Special Meeting will be voted according to the instructions specified on such proxies. Any stockholder of record submitting a proxy retains the power to revoke such proxy at any time prior to its exercise at the Special Meeting by (i) delivering prior to the

Special Meeting a written notice of revocation to our Secretary at Apollo Commercial Real Estate Finance, Inc., 9 West 57th Street, 42nd Floor, New York, New York 10019, (ii) submitting a later dated proxy or (iii) voting at the Special Meeting. Attending the Special Meeting will not automatically revoke a stockholder’s previously submitted proxy unless such stockholder votes in person at the Special Meeting. If a proxy is properly authorized without specifying any voting instructions and not revoked prior to the Special Meeting, the Shares represented by such proxy will be voted “FOR” the Asset Sale Proposal, “FOR” the Common Stock Issuance Proposal and “FOR” the Adjournment Proposal.

VOTING SECURITIES AND RECORD DATE

Stockholders will be entitled to cast one vote for each Share held of record at the close of business on the Record Date with respect to (i) the Asset Sale Proposal, (ii) the Common Stock Issuance Proposal, and (iii) the Adjournment Proposal.

The presence, in person or by proxy, at the Special Meeting of holders of Common Stock entitled to cast a majority of all the votes entitled to be cast at the Special Meeting will constitute a quorum. Abstentions are included in the determination of the number of holders of Common Stock present at the Special Meeting for the purpose of determining whether a quorum is present. The disposition of business scheduled to come before the Special Meeting, assuming a quorum is present, will require the following affirmative votes: (i) for the Asset Sale Proposal, the stockholders entitled to cast a majority of all the votes entitled to be cast on such proposal, (ii) for the Common Stock Issuance Proposal, a majority of the votes cast on such proposal, and (iii) for the Adjournment Proposal, a majority of the votes cast on such proposal.

Our board of directors, acting upon the unanimous recommendation of the special committee of our board of directors (the “Special Committee”), recommends that the holders of Common Stock vote “FOR” the Asset Sale Proposal, “FOR” the Common Stock Issuance Proposal, and “FOR” the Adjournment Proposal.

The Asset Sale cannot be completed unless the holders of Common Stock approve the Asset Sale Proposal. Your vote is very important, regardless of the number of shares you own. Whether or not you expect to attend the Special Meeting in person, please submit a proxy to vote your Shares as promptly as possible so that you may be represented and have your votes cast at the Special Meeting. If you attend the Special Meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. If you fail to return your proxy or to attend the Special Meeting in person, you will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote “AGAINST” approval of the Asset Sale Proposal, but, assuming that a quorum is present, will have no effect on the Common Stock Issuance Proposal or on the Adjournment Proposal. Similarly, if you hold your Shares in “street name” and fail to instruct your bank, broker or other nominee how to vote your Shares, your Shares will not be counted for purposes of determining whether a quorum is present and will have the same effect as a vote “AGAINST” approval of the Asset Sale Proposal, but, assuming that a quorum is present, will have no effect on the Common Stock Issuance Proposal or on the Adjournment Proposal.

Our board of directors knows of no other matters that may properly be brought before the Special Meeting.

At the close of business on the Record Date, we had 138,763,815 Shares issued and outstanding.

This proxy statement provides a detailed description of the Purchase Agreement, the Special Meeting, the Asset Sale Proposal, the Common Stock Issuance Proposal and the Adjournment Proposal, and provides specific information concerning the Special Meeting. We urge you to read this proxy statement, including any documents incorporated herein by reference, and the annexes carefully and in their entirety. If you have any questions concerning any of the proposals, the Asset Sale, the Purchase Agreement, the Special Meeting, or the proxy statement, would like additional copies of the proxy statement or need help voting your Shares, please contact Okapi Partners LLC, our proxy solicitor: (855) 208-8903.

By Order of the Board of Directors,

/s/ Michael E. Salvati

Michael E. Salvati

Chair of the Board of Directors

TABLE OF CONTENTS


SUMMARY			1
QUESTIONS AND ANSWERS			11
FINANCIAL INFORMATION			19
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			25
RISK FACTORS			27
THE SPECIAL MEETING			31
1. ASSET SALE PROPOSAL			35
PURCHASE AGREEMENT			70
OTHER AGREEMENTS AND INSTRUMENTS			83
2. COMMON STOCK ISSUANCE PROPOSAL			85
3. ADJOURNMENT PROPOSAL			88
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			89
SUBMISSION OF STOCKHOLDER PROPOSALS			91
HOUSEHOLDING OF PROXY MATERIALS			91
MISCELLANEOUS			92
WHERE YOU CAN FIND MORE INFORMATION			92
ANNEX A—PURCHASE AGREEMENT			A-1
ANNEX B—MANAGEMENT AGREEMENT SIDE LETTER			B-1
ANNEX C—EXPENSE REIMBURSEMENT LETTER AGREEMENT			C-1
ANNEX D—OPINION OF BOFA SECURITIES, INC.			D-1

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SUMMARY

This summary highlights information contained elsewhere in this proxy statement and may not contain all the information that is important to you with respect to the Purchase Agreement, the Asset Sale, and the other matters being considered at the Special Meeting to which this proxy statement relates. We urge you to read carefully the remainder of this proxy statement, including the attached annexes, and the other documents to which we have referred you.

Information about the Parties to the Asset Sale (see page 35)

ARI

Apollo Commercial Real Estate Finance, Inc. is a Maryland corporation that was incorporated in 2009 and that has elected to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. ARI generally is not subject to U.S. federal income taxes on its net taxable income to the extent that it annually distributes its net taxable income to stockholders and properly maintains its qualification as a REIT. ARI also operates its business in a manner intended to allow it to remain excluded from registration as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). ARI primarily originates, acquires, invests in and manages performing first mortgage loans, subordinate financings, commercial mortgage-backed securities and other commercial real estate-related debt investments.

ARI is externally managed and advised by our Manager, an indirect subsidiary of Apollo Global Management, Inc. (“AGM,” and together with its subsidiaries, “Apollo”), a high-growth, global alternative asset manager. Our Manager is led by an experienced team of senior real estate professionals who have significant experience in underwriting and structuring commercial real estate financing transactions. ARI benefits from Apollo’s global infrastructure and operating platform, through which ARI is able to source, evaluate and manage ARI’s assets. ARI does not have any employees; all of its officers are employees of Apollo.

As of December 31, 2025, ARI held a diversified portfolio comprised of approximately $8.7 billion of commercial mortgage loans and $62.2 million of subordinate loans and other lending assets. As of December 31, 2025, ARI had financed this portfolio with $6.3 billion of secured debt arrangements, $746.3 million senior secured term loans and $500.0 million of 4.625% Senior Secured Notes due 2029. Additionally, as of December 31, 2025, ARI held $842.9 million of real estate assets and $425.8 million of related financing obligations.

ARI’s principal offices are located at 9 West 57th Street, 42nd Floor, New York, New York 10019, telephone: (212) 515-3200. Our website is www.apollocref.com.

Athene

Athene Holding Ltd. is a Delaware corporation and a subsidiary of AGM. Athene is a leading financial services company that specializes in issuing, reinsuring and acquiring retirement savings products designed for the increasing number of individuals and institutions seeking to fund retirement needs. Athene generates spread income by combining its two core competencies of (i) sourcing long-term, persistent liabilities and (ii) using the global scale and reach of Apollo’s asset management business to actively source or originate assets with its preferred risk and return characteristics. Athene’s steady and significant base of earnings generates capital that it opportunistically invests across its business to source attractively priced liabilities and capitalize on opportunities.

Athene’s principal offices are located at 7700 Mills Civic Pkwy, West Des Moines, Iowa 50266, telephone: (515) 342-4678.

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General Description of the Asset Sale (see page 36)

ARI has entered into the Purchase Agreement with Athene which provides, among other things, that Athene will purchase from ARI, and ARI will sell to Athene, the Loans (as defined in “Purchase Agreement—Purchase and Sale of the Assets”), other than two loans with a combined total principal balance of $146 million as of December 31, 2025 currently held by ARI, which are expected to be repaid prior to the closing of the Asset Sale.

The parties’ respective obligations to consummate the Asset Sale are subject to the satisfaction or waiver of the conditions set forth in the Purchase Agreement, including the approval of the Purchase Agreement and the Asset Sale by the affirmative vote of the stockholders entitled to cast a majority of all the votes entitled to be cast on the Asset Sale Proposal at the Special Meeting.

Consideration for the Asset Sale (see page 36)

The total purchase price paid by Athene for the Loans will be calculated based on 99.7% of the total commitment amount of each Loan as of the closing of the Asset Sale, subject to certain adjustments as provided in the Purchase Agreement, and will be paid entirely in cash (such amount, the “Consideration”).

Information About the Special Meeting (see page 31)

Date, Time, Place and Purpose of the Special Meeting

The Special Meeting is being held at the offices of Fried Frank, Midtown Conference Center, 535 Madison Avenue, 10th Floor, New York, New York 10022 on April 21, 2026, at 9:00 a.m., Eastern Time. The purpose of the Special Meeting is to consider and vote on:

the Asset Sale Proposal;

the Common Stock Issuance Proposal; and

the Adjournment Proposal.

Record Date; Who Can Vote at the Special Meeting

All of the holders of Common Stock of record at the close of business on March 20, 2026, the Record Date, are entitled to receive notice of, attend and vote at the Special Meeting, or any adjournment or postponement thereof. Each Share entitles the holder thereof to cast one vote on each matter that comes before stockholders for a vote at the meeting. At the close of business on the Record Date, there were 138,763,815 Shares issued and outstanding, held by 392 holders of record and representing 138,763,815 votes.

Vote Required for Approval; Quorum

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expense. If the adjournment or postponement is to a date more than 120 days after the original record date for the Special Meeting, or if, after the adjournment, a new record date otherwise is fixed for the adjourned or postponed meeting, a notice of the adjourned or postponed meeting will be given to each stockholder of record entitled to vote at the adjourned or postponed meeting. At the close of business on the Record Date, there were 138,763,815 Shares outstanding representing 138,763,815 votes. Accordingly, holders of Shares representing at least 69,381,908 votes must be present or represented by proxy at the Special Meeting to constitute a quorum.

How to Vote

If you are a registered holder of Shares at the close of business on the Record Date, you may vote your Shares in person at the Special Meeting or by proxy. In order to authorize a proxy, complete, sign, date and mail your proxy card in the preaddressed postage-paid envelope provided or, if the option is available to you, call the toll-free telephone number listed on your proxy card or use the internet as described in the instructions on the enclosed proxy card. Authorizing a proxy to vote your Shares will ensure that your vote is counted at the Special Meeting if you do not attend in person.

Effect of failures to vote, abstentions and broker non-votes

If you fail to vote, it will have the same effect as voting “AGAINST” the Asset Sale Proposal but will have no effect on the Common Stock Issuance Proposal or the Adjournment Proposal, assuming a quorum is present. Abstentions are included in the determination of the number of holders of Common Stock present at the Special Meeting for the purpose of determining whether a quorum is present. Abstentions will have the same effect as votes cast “AGAINST” the Asset Sale Proposal but will have no effect on the Common Stock Issuance Proposal or the Adjournment Proposal, assuming a quorum is present. Broker non-votes are shares held in “street name” by banks, brokers and other nominees that are present or represented by proxy at the Special Meeting, but with respect to which the bank, broker or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and such bank, broker or other nominee does not have discretionary voting power on such proposal. Because, under the New York Stock Exchange (the “NYSE”) rules, banks, brokers and other nominees holding shares in “street name” do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement, if a beneficial owner of Shares held in “street name” does not give voting instructions to the bank, broker or other nominee, then we do not anticipate that those shares will be counted as present in person or by proxy at the Special Meeting. As a result, it is expected that there will not be any broker non-votes in connection with any of the three proposals described in this proxy statement. The failure to issue voting instructions to your bank, broker or other nominee will have no effect on the outcome of the Common Stock Issuance Proposal or the Adjournment Proposal, assuming that a quorum exists. However, the vote to approve the Asset Sale Proposal is based on the total number of Shares outstanding and entitled to vote at the close of business on the Record Date, not just the shares that are counted as present in person or by proxy at the Special Meeting. As a result, if you fail to issue voting instructions to your bank, broker or other nominee, it will have the same effect as a vote “AGAINST” the Asset Sale Proposal.

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Solicitation of Proxies

We will pay the cost of soliciting proxies from the holders of Common Stock. Our directors and executive officers may solicit proxies on our behalf in person or by telephone, facsimile or other means, but will not receive any additional compensation for doing so. We have engaged Okapi Partners LLC to assist us in the solicitation of proxies. We have agreed to pay Okapi Partners LLC a fee not expected to exceed $41,500 plus reasonable expenses for these services, which includes the payment of certain fees and expenses for its services to solicit proxies.

Adjournment

Failure of a quorum to be present at the Special Meeting will necessitate an adjournment or postponement of the Special Meeting and may subject ARI to additional expense. If the adjournment or postponement is to a date more than 120 days after the original record date for the Special Meeting, or if, after the adjournment or postponement, a new record date otherwise is fixed for the adjourned or postponed meeting, a notice of the adjourned or postponed meeting will be given to each stockholder of record entitled to vote at the adjourned or postponed meeting.

Recommendation of the Special Committee and Our Board of Directors and Reasons for the Asset Sale (see page 52)

After deliberation and careful consideration, on January 26, 2026, the Special Committee unanimously determined (i) that the Purchase Agreement, the other transaction agreements and the transactions contemplated thereby (including the Asset Sale) are advisable and in the best interests of ARI, (ii) to recommend that our board of directors authorize and approve the execution and delivery of the Purchase Agreement and other transaction documents, and (iii) to recommend that our board of directors submit the Asset Sale Proposal to a vote of the holders of Common Stock. In evaluating the Asset Sale and arriving at its recommendation, the Special Committee consulted with its legal and financial advisors and considered various factors, including information it requested and received from members of ARI management.

After careful consideration, based upon, among other considerations, the unanimous recommendation of the Special Committee, on January 27, 2026, all of the members of our board of directors other than Stuart Rothstein and Katherine Newman (each of whom recused themselves from our board of directors’ vote relating to the Asset Sale) determined (i) that the Purchase Agreement, the other transaction agreements and the transactions contemplated thereby (including the Asset Sale) are advisable and in the best interests of ARI, (ii) to authorize and approve the execution of the Purchase Agreement and other transaction documents, (iii) to submit the Asset Sale Proposal to a vote of the holders of Common Stock, and (iv) to recommend that the holders of Common Stock approve the Asset Sale.

In arriving at each determination, the Special Committee and our board of directors evaluated a significant amount of information and considered a number of factors. For a discussion of these factors, refer to “1. Asset Sale Proposal—Reasons for the Asset Sale and Recommendation of our Board of Directors” beginning on page 52.

Interests of Certain Persons in Matters to be Acted Upon (see pages 66 and 85)

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evaluating and overseeing the negotiation of the Purchase Agreement and other transaction documents, in approving the Purchase Agreement and other transaction documents and the Asset Sale, and in recommending that the proposals be approved by the holders of Common Stock. These interests may present certain of our executive officers and directors with actual or potential conflicts of interest. As described in more detail below, these interests include, without limitation, for one or more of our directors and executive officers:

•

certain relationships among certain of our executive officers and directors, including members of the Special Committee, and ARI, Apollo, our Manager and Athene;

•

the equity interests owned by certain of our executive officers and directors, including members of the Special Committee, in AGM and Apollo-affiliated entities;

•

the fees paid to the members of the Special Committee; and

•

our management agreement, including the fees paid pursuant to it.

Mr. Rothstein and Ms. Newman each recused themselves from our board of directors’ vote relating to the Asset Sale and the A&R Management Agreement.

For additional information on the interests of our directors and executive officers in the proposals, refer to “1. Asset Sale Proposal—Interests of Certain Persons in Matters to be Acted Upon” beginning on page 66 and “2. Common Stock Issuance Proposal—Interests of Certain Persons in Matters to be Acted Upon” beginning on page 85.

Opinion of the Special Committee’s Financial Advisor (see page 57)

In connection with the Asset Sale, BofA Securities, Inc. (“BofA Securities”), the Special Committee’s financial advisor, delivered to the Special Committee a written opinion, dated January 27, 2026, as to the fairness, from a financial point of view and as of the date of the opinion, of the Consideration to be received by ARI in the Asset Sale. The full text of the written opinion, dated January 27, 2026, of BofA Securities, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex D to this proxy statement and is incorporated by reference herein in its entirety. BofA Securities provided its opinion to the Special Committee (in its capacity as such) for the benefit and use of the Special Committee in connection with and for purposes of its evaluation of the Consideration from a financial point of view. BofA Securities’ opinion did not address any other terms, aspects or implications of the Asset Sale, including, without limitation, the form or structure of the Asset Sale, any related transaction or any other agreement, arrangement or understanding entered into in connection with or related to the Asset Sale or otherwise, and no opinion or view was expressed as to the relative merits of the Asset Sale in comparison to other strategies or transactions that might be available to ARI or in which ARI might engage or as to the underlying business decision of ARI to proceed with or effect the Asset Sale. BofA Securities’ opinion does not constitute a recommendation to any stockholder as to how to vote or act in connection with the Asset Sale Proposal or any related matter.

Use of Proceeds and Future Operations (see page 65)

Following repayment of our financing facilities and other indebtedness and transaction expenses, we expect to have approximately $1.4 billion of net cash and approximately $1.7 billion of common stockholders’ equity, which equates to approximately $12.05 per Share. We will retain all of the net equity interest in the real estate properties we hold, which totaled $464.3 million as of December 31, 2025.

We, and not our stockholders, will receive the proceeds from the Asset Sale. Our management team, in consultation with our board of directors, will spend the remainder of the year evaluating a range of commercial

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real estate–related strategies designed to reposition ARI. In assessing potential new asset strategies, we will leverage Apollo’s broader investment platform and origination capabilities. We also will consider strategic mergers and acquisitions opportunities. If a new asset strategy or a strategic transaction is not announced by year-end, our Manager intends to recommend that our board of directors explore all available strategic opportunities or other alternatives, which may include dissolution.

The Purchase Agreement (see page 70)

On January 27, 2026, ARI entered into the Purchase Agreement providing for the sale by ARI to Athene of ARI’s commercial real estate loan portfolio (other than two loans with a combined total principal balance of $146 million as of December 31, 2025 currently held by ARI, which are expected to be repaid prior to the closing of the Asset Sale) pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, which sale constitutes a sale of substantially all of ARI’s assets. A copy of the Purchase Agreement is attached to this proxy statement as Annex A and is incorporated by reference herein.

Refer to “Purchase Agreement” beginning on page 70 for more information on the Purchase Agreement.

Conditions to Closing of the Asset Sale (See page 79)

The Asset Sale cannot be consummated unless and until a number of customary conditions have been satisfied or waived, where legally permissible. These conditions include, among others:

•

approval of the transactions contemplated by the Purchase Agreement by the affirmative vote of the stockholders entitled to cast a majority of all the votes entitled to be cast on such proposal;

•

the absence of any law, order or injunction by any governmental entity of competent jurisdiction or other legal restraint preventing, prohibiting or making illegal the consummation of the Asset Sale;

•

accuracy of each party’s representations and warranties in the Purchase Agreement (subject to materiality standards);

•

performance by each party in all material respects of all obligations required to be performed or complied with by such party under the Purchase Agreement;

•

no material adverse effect with respect to ARI shall have occurred;

•

receipt by each party of all items and documentation that the other party is required to provide at closing under the Purchase Agreement, including certain closing and transfer documents with respect to Assets (as defined below) that collectively represent at least 85% of the aggregate purchase price; and

•

entry by ARI, our Manager and Operating LLC into the A&R Management Agreement in accordance with the terms set forth between the parties.

No assurance can be given as to when or if all the conditions to the closing of the Asset Sale will be satisfied or waived or that the Asset Sale will occur.

For more information regarding the conditions to the consummation of the Asset Sale and a complete list of such conditions, refer to “Purchase Agreement—Conditions to Closing” beginning on page 79.

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Go-Shop Period; No-Shop Period; Change in Recommendations (See page 75)

From the date of the Purchase Agreement until 11:59 p.m. (Eastern Time) on February 21, 2026, which period we refer to as the “go-shop period,” ARI and its subsidiaries and their respective representatives had the right to:

•

initiate, solicit, facilitate and encourage any inquiry or the making of any proposals or offers relating to certain acquisition proposals, including by way of providing access to non-public information regarding ARI and its subsidiaries to any person or entity and its representatives, its affiliates and its prospective equity and debt financing sources pursuant to an acceptable confidentiality agreement with such person or entity, as long as ARI promptly made available to Athene the same non-public information if such information was not previously made available to Athene; and

•

engage or enter into, continue or otherwise participate in any discussions or negotiations with any person or entity and their representatives, their affiliates and their prospective equity and debt financing sources with respect to certain acquisition proposals or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, discussions or negotiations or any effort or attempt to make any such acquisition proposals.

Although confidentiality agreements were negotiated with multiple interested parties and executed with two of the interested parties to allow due diligence and review of non-public information regarding ARI during the “go-shop” period, neither of the parties that executed a confidentiality agreement ultimately submitted a proposal with respect to a possible alternative transaction involving ARI.

Upon the expiration of the “go-shop” period, ARI and its subsidiaries and their respective representatives were required to (i) immediately cease any solicitation activity with respect to any acquisition proposals or any discussions or negotiations with any person or entity (other than an Excluded Party (as defined in “Purchase Agreement—Covenants—Acquisition Proposals; Go-Shop Period” beginning on page 75)) regarding any acquisition proposals, and (ii) request that each person or entity (other than an Excluded Party for so long as such person or entity is an Excluded Party) promptly return to ARI or its representatives or destroy any non-public information previously furnished to such person or entity by ARI or its representatives.

As promptly as reasonably practicable, and in any event within one business day following the end of the go-shop period, ARI was required to provide Athene with a written list identifying each Excluded Party, if any. ARI did not identify any person or entity that would be deemed an Excluded Party for purposes of the Purchase Agreement.

From 12:00 a.m. (Eastern Time) on February 22, 2026 until the earlier of the closing of the Asset Sale and the termination of the Purchase Agreement in accordance with its terms, ARI is prohibited from furnishing non-public information, engage in discussions or negotiations, or otherwise initiating or soliciting the making of proposals or offers with respect to an Acquisition Proposal (as defined in “Purchase Agreement-Covenants—Acquisition Proposals; Go-Shop Period” beginning on page 75), in each case, subject to certain limited exceptions necessary to comply with the duties of our board of directors. Prior to receiving approval by the holders of Common Stock of the Asset Sale, in the event that ARI receives a bona fide written Acquisition Proposal not resulting from a violation of the Purchase Agreement, ARI may:

•

contact such person making the Acquisition Proposal solely to clarify the terms and conditions thereof,

•

subject to first entering into an acceptable confidentiality agreement, provide non-public information and data concerning ARI and its subsidiaries to such person, their representatives, and potential financing sources; provided that ARI provides Athene with a copy of all such non-public information and data provided to a third party; and

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•

engage or participate in discussions and negotiations with any such person, if our board of directors (or any committee thereof) has determined in good faith, after consultation with its financial advisor and outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (as defined in “Purchase Agreement—Covenants-Acquisition Proposals; Go-Shop Period” beginning on page 75).

The Purchase Agreement provides that our board of directors may not withhold, withdraw, qualify, amend or modify (or publicly propose or resolve to withhold, withdraw, qualify, amend or modify), in any manner adverse to Athene, our board of directors’ recommendation that the holders of Common Stock approve the Asset Sale, or approve, authorize, adopt or recommend or otherwise declare advisable, or propose publicly to approve, authorize, adopt or recommend or otherwise declare advisable, any Acquisition Proposal or fail to include our board of directors’ recommendation in this proxy statement. Furthermore, our board of directors may not take any action to make the provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar anti-takeover statute or regulation inapplicable to any transaction contemplated by an Acquisition Proposal.

Notwithstanding the above, subject to certain procedural requirements and limitations as provided for in the Purchase Agreement and described under “Purchase Agreement—Covenants—Acquisition Proposals; Go-Shop Period” beginning on page 75, if ARI receives an Acquisition Proposal which did not result from a violation of the Purchase Agreement or in response to an intervening event, our board of directors may effect a change of recommendation under certain circumstances.

For more information regarding the limitations on ARI and our board of directors considering other competing proposals and our board of directors’ ability to withdraw its recommendation, refer to “Purchase Agreement—Covenants—Acquisition Proposals; Go-Shop Period” beginning on page 75.

Termination of the Asset Sale (See page 80)

The Purchase Agreement may be terminated at any time before the closing of the Asset Sale by mutual consent of ARI and Athene in a written instrument, even after approval by the holders of Common Stock.

In addition, the Asset Sale may also be terminated prior to the closing of the Asset Sale by either ARI or Athene, under the following circumstances, each subject to certain exceptions:

•

the Asset Sale has not been consummated on or before 11:59 p.m. (Eastern Time) on October 27, 2026 (the “Outside Date”);

•

the holders of Common Stock fail to approve the Asset Sale at a duly convened meeting, including any adjournments and postponements thereof; or

•

a governmental authority of competent jurisdiction has issued a final, non-appealable order, decree or ruling permanently restraining, enjoining or otherwise prohibiting consummation of the Asset Sale (whether before or after the holders of Common Stock approve the Asset Sale).

The Purchase Agreement may also be terminated by ARI (i) at any time prior to the approval of the Asset Sale by the holders of Common Stock, in order to enter into an alternative acquisition agreement with respect to a Superior Proposal; provided, that ARI must substantially concurrently pay the termination fee (described below); (ii) at any time prior to the closing, if there has been a breach by Athene of any of its covenants or agreements or an inaccuracy in any of its representations and warranties set forth in the Purchase Agreement, which breach, either individually or in the aggregate, would result in, if occurring or continuing on the closing date, the failure of certain closing conditions to be satisfied, and such breach cannot be or is not cured prior to the earlier of (a) 30 calendar days after notice thereof is given by ARI to Athene and (b) the Outside Date and (iii) if (x) all of the

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conditions to Athene’s obligation to effect the closing have been satisfied or waived, (y) ARI has confirmed by written notice to Athene that it is ready, willing and able to consummate the Asset Sale and (z) Athene fails to consummate the Asset Sale within three business days after the date on which the closing should have occurred pursuant to the Purchase Agreement.

The Purchase Agreement may also be terminated by Athene if (i) at any time prior to the requisite approval of the Asset Sale by the holders of Common Stock, (a) our board of directors has effected a change in recommendation or ARI failed to include in this proxy statement the recommendation of our board of directors that the holders of Common Stock approve the Asset Sale; (b) ARI has failed to reaffirm our board of directors’ recommendation within five business days after (x) an Acquisition Proposal has been made public and (y) ARI has received a written request from Athene to reaffirm our board of directors’ recommendation; or (c) ARI has breached its obligations under the no-solicitation provisions of the Purchase Agreement or its obligations regarding the preparation of this proxy statement and the holding of the Special Meeting; and (ii) at any time prior to the closing, if there has been a breach by ARI of any of the covenants or agreements or an inaccuracy in any of its representations and warranties set forth in the Purchase Agreement, which breach, either individually or in the aggregate, would result in, if occurring or continuing on the closing date, the failure of certain closing conditions to be satisfied, and such breach cannot be or is not cured prior to the earlier of (a) 30 calendar days after notice thereof is given by Athene to ARI, and (b) the Outside Date.

For more information regarding the termination rights of ARI and Athene to terminate the Purchase Agreement, see “Purchase Agreement—Termination of Purchase Agreement” beginning on page 80.

Fees and Expenses (See page 81)

Generally, all fees and expenses incurred in connection with the Purchase Agreement and the Asset Sale will be paid by the party incurring those fees and expenses; however, if the closing occurs, all transfer taxes incurred in connection with the transfer of the Loans will be borne by ARI, and ARI will reimburse Athene for any such transfer taxes paid by Athene.

In addition, as further described herein under “Purchase Agreement—Termination Fee and Expenses Payable by ARI to Athene,” if the Purchase Agreement is terminated by ARI in order to enter into an agreement with respect to a Superior Proposal, or by Athene because our board of directors makes an adverse change in recommendation or ARI fails to include in this proxy statement the recommendation of our board of directors, ARI may be obligated to pay Athene a termination fee of $50.0 million. For more information regarding payment of the termination fee and expenses payable by ARI to Athene refer to “Purchase Agreement—Termination Fee and Expenses Payable by ARI to Athene” beginning on page 81.

The Management Agreement Side Letter and the A&R Management Agreement (see page 83)

In connection with the Asset Sale, ARI entered into a letter agreement (as amended, modified or supplemented from time to time, the “Management Agreement Side Letter”) with Operating LLC and our Manager, setting forth certain agreements and understandings related to the A&R Management Agreement, a form of which is attached thereto. A copy of the Management Agreement Side Letter is attached to this proxy statement as Annex B and is incorporated by reference herein.

Refer to “Other Agreements and Instruments—Management Agreement Side Letter” beginning on page 83 for more information on the Management Agreement Side Letter and the A&R Management Agreement.

The Expense Reimbursement Letter Agreement (see page 84)

In connection with ARI’s entry into the Purchase Agreement, ARI and Apollo Management Holdings, L.P., a Delaware limited partnership and a subsidiary of AGM (“AMH”), entered into an expense reimbursement letter

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agreement, (as amended, modified or supplemented from time to time, the “Expense Reimbursement Letter”), pursuant to which AMH agreed to reimburse ARI for up to $10 million of the expenses incurred by ARI in connection with the Asset Sale. A copy of the Expense Reimbursement Letter Agreement is attached to this proxy statement as Annex C and is incorporated by reference herein.

For more information, refer to “Other Agreements and Instruments—Expense Reimbursement Letter Agreement” beginning on page 84.

Risk Factors (see page 27)

In evaluating the proposals, in addition to the other information provided elsewhere in this proxy statement and the annexes hereto, you should carefully consider the risk factors that are discussed beginning on page 27 below.

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QUESTIONS AND ANSWERS

The following questions and answers are intended to briefly address some commonly asked questions you may have regarding the Special Meeting, the Asset Sale, the Purchase Agreement, and ancillary matters. These questions and answers may not address all questions that may be important to you as a holder of Common Stock. Please refer to the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement, which you should read carefully and in their entirety.

THE SPECIAL MEETING

Q:	Why am I receiving these materials?

On January 27, 2026, we entered into the Purchase Agreement providing for the sale by ARI to Athene of our commercial real estate loan portfolio (other than two loans with a combined total principal balance of $146 million as of December 31, 2025 currently held by ARI, which are expected to be repaid prior to the closing of the Asset Sale) pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, which sale constitutes a sale of substantially all of our assets. A copy of the Purchase Agreement is attached to this proxy statement as Annex A and is incorporated by reference herein. The approval of the Asset Sale Proposal by the holders of Common Stock is a condition to the consummation of the Asset Sale. Refer to “Purchase Agreement—Conditions to Closing” beginning on page 79. You are receiving this proxy statement in connection with the solicitation by our board of directors of proxies of the holders of Common Stock in favor of the Asset Sale Proposal.

You are also being asked to vote on the Common Stock Issuance Proposal and the Adjournment Proposal.

Our board of directors is providing these proxy materials to you in connection with the Special Meeting. As a holder of Common Stock at the close of business on the Record Date, you are invited to attend the Special Meeting and you are entitled to, and requested to, vote your Shares on the proposals described in this proxy statement.

This proxy statement, which you should read carefully, contains important information about the Purchase Agreement, the Special Meeting, the Asset Sale Proposal, the Common Stock Issuance Proposal and the Adjournment Proposal. The enclosed materials allow you to submit a proxy to vote your Shares without attending the Special Meeting and to ensure that your Shares are represented and voted at the Special Meeting.

Your vote is very important. Even if you plan to attend the Special Meeting, we encourage you to submit a proxy as soon as possible.

Q:	Who can vote at the Special Meeting?

All of the holders of Common Stock of record at the close of business on March 20, 2026, the Record Date, are entitled to receive notice of, attend and vote at the Special Meeting, or any adjournment or postponement thereof. Each Share entitles the holder thereof to cast one vote on each matter that comes before holders of Common Stock for a vote at the meeting. At the close of business on the Record Date, there were 138,763,815 Shares issued and outstanding, held by 392 holders of record and representing 138,763,815 votes.

Q:	When and where will the Special Meeting be held?

A:	The Special Meeting is being held at the offices of Fried Frank, Midtown Conference Center, 535 Madison Avenue, 10th Floor, New York, New York 10022 on April 21, 2026, at 9:00 a.m., Eastern Time.

Q:	What vote is required to approve each of the proposals?

A:	Approval of the Asset Sale Proposal requires the affirmative vote of the stockholders entitled to cast a majority of all the votes entitled to be cast on such proposal.

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Approval of the Common Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast on such proposal.

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast on such proposal.

Q:	Why do I need to vote?

Your vote is needed to ensure that a quorum is present and sufficient votes are obtained at the Special Meeting so that the Asset Sale Proposal, the Common Stock Issuance Proposal and the Adjournment Proposal can be acted upon. We cannot complete the Asset Sale unless the Asset Sale Proposal is approved by the affirmative vote of the stockholders entitled to cast a majority of all the votes entitled to be cast on such proposal. We urge you to submit your proxy voting instructions promptly. By submitting your proxy voting instructions promptly, you can help ARI avoid the expense of follow up mailings and ensure the presence of a quorum at the Special Meeting. Your vote is very important to us regardless of the number of shares you own.

If the Asset Sale Proposal is not approved, then the Asset Sale will not be consummated, and we will not enter into the A&R Management Agreement.

If the Asset Sale Proposal is approved, but the Common Stock Issuance Proposal is not approved, we will still enter into the A&R Management Agreement, and all fees payable to our Manager will be paid in cash.

Q:	How does our board of directors recommend I vote on the proposals?

A:	Our board of directors, acting upon the unanimous recommendation of the Special Committee, recommends that the holders of Common Stock vote “FOR” the Asset Sale Proposal, “FOR” the Common Stock Issuance Proposal, and “FOR” the Adjournment Proposal.

Q:	How many shares must be present or represented to conduct business at the Special Meeting?

The presence, in person or by proxy, at the Special Meeting of holders of Common Stock entitled to cast a majority of all the votes entitled to be cast at the Special Meeting shall constitute a quorum. Abstentions, if any, are included in the determination of the number of holders of Common Stock present at the Special Meeting for the purpose of determining whether a quorum is present. Failure of a quorum to be present at the Special Meeting will necessitate an adjournment or postponement of the Special Meeting and may subject ARI to additional expense. If the adjournment or postponement is to a date more than 120 days after the original record date for the Special Meeting, or if, after the adjournment or postponement, a new record date otherwise is fixed for the adjourned or postponed meeting, a notice of the adjourned or postponed meeting will be given to each stockholder of record entitled to vote at the adjourned or postponed meeting. At the close of business on the Record Date, there were 138,763,815 Shares outstanding representing 138,763,815 votes. Accordingly, holders of a sufficient number of Shares representing at least 69,381,908 votes must be present or represented by proxy at the Special Meeting to constitute a quorum.

Q:	What effect do failures to vote and abstentions have on the proposals?

A:	*Failures to Vote.* If you fail to vote, it will have the same effect as voting “AGAINST” the Asset Sale Proposal but will have no effect on the Common Stock Issuance Proposal or the Adjournment Proposal, assuming a quorum is present.

Abstentions. Abstentions are included in the determination of the number of holders of Common Stock present at the Special Meeting for the purpose of determining whether a quorum is present. Abstentions will have the same effect as votes cast “AGAINST” the Asset Sale Proposal but will have no effect on the Common Stock Issuance Proposal or the Adjournment Proposal, assuming a quorum is present.

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Q:	Can I attend the Special Meeting? What do I need for admission?

All of our stockholders are cordially invited to attend the Special Meeting in person. Whether or not you plan to attend the Special Meeting, in order to ensure proper representation of your Shares at the Special Meeting, we urge you to submit your proxy voting instructions. By submitting your proxy voting instructions promptly, you can help ARI avoid the expense of follow up mailings and ensure the presence of a quorum at the Special Meeting. If you are a stockholder of record or you hold a proxy from a stockholder of record and attend the Special Meeting, you may, if so desired, revoke your prior proxy voting instructions and vote your Shares in person at the Special Meeting.

Q:	How do I vote?

Q:	If my Shares are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee vote my Shares for me?

Under Rule 452 of the NYSE, banks, brokers and other nominees are not permitted to vote on “non-routine” matters without instructions. The only proposals to be voted on at the Special Meeting are “non-routine” under Rule 452 of the NYSE and, accordingly, unless you instruct your bank, broker or other nominee how to vote your Shares, as applicable, your Shares will NOT be voted. If you hold your Shares in a stock brokerage account or if your Shares are held by a bank, broker or other nominee (that is, in street name), you must provide your bank, broker or other nominee with instructions on how to vote your Shares. Please follow the voting instructions provided by your bank, broker or other nominee on the enclosed voting instruction card. You should also be aware that you may not vote Shares held in street name by returning a proxy card directly to ARI or by voting in person at the Special Meeting unless you provide a “legal proxy,” which you must obtain from your bank, broker or other nominee.

Q:	What is a broker non-vote?

Broker non-votes are shares held in “street name” by banks, brokers and other nominees that are present or represented by proxy at the Special Meeting, but with respect to which the bank, broker or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and such bank, broker or other nominee does not have discretionary voting power on such proposal. Because, under the NYSE rules, banks, brokers and other nominees holding shares in “street name” do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement, if a beneficial owner of Shares held in “street name” does not give voting instructions to the bank, broker or other nominee, then we do not anticipate that those shares will be counted as present in person or by proxy at the Special Meeting. As a result, it is expected that there will not be any broker non-votes in connection with any of the three proposals described in this proxy statement. The failure to issue voting instructions to your

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bank, broker or other nominee will have no effect on the outcome of the Common Stock Issuance Proposal or the Adjournment Proposal, assuming that a quorum exists. However, the vote to approve the Asset Sale Proposal is based on the total number of Shares outstanding and entitled to vote at the close of business on the Record Date, not just the shares that are counted as present in person or by proxy at the Special Meeting. As a result, if you fail to issue voting instructions to your bank, broker or other nominee, it will have the same effect as a vote “AGAINST” the Asset Sale Proposal.

Q:	Can I change or revoke my proxy?

Any stockholder of record submitting a proxy retains the power to revoke such proxy at any time prior to its exercise at the Special Meeting by (i) delivering prior to the Special Meeting a written notice of revocation to our Secretary at Apollo Commercial Real Estate Finance, Inc., 9 West 57th Street, 42nd Floor, New York, New York 10019, (ii) submitting a later dated proxy or (iii) voting in person at the Special Meeting. Attending the Special Meeting will not automatically revoke a stockholder’s previously submitted proxy unless such stockholder votes at the Special Meeting.

Q:	How will our directors and executive officers vote on the proposals?

The directors and executive officers of ARI have informed ARI that, as of the date of this proxy statement, they intend to vote in favor of the proposals. At the close of business on the Record Date, the directors and executive officers of ARI owned, in the aggregate, 620,713 Shares, representing less than 1% of the voting power of Common Stock entitled to vote at the Special Meeting.

Q:	Do any of our directors or executive officers have interests in the proposals that may differ from or be in addition to my interests as a holder of Common Stock?

When considering the recommendation of our board of directors that you vote to approve the proposals, you should be aware that certain of our executive officers and directors have interests in the Asset Sale and related transactions that are different from, or in addition to, your interests as a holder of Common Stock. Our board of directors and the Special Committee were aware of and considered these interests, among other matters, in evaluating and overseeing the negotiation of the Purchase Agreement and other transaction documents, in approving the Purchase Agreement and other transaction documents and the Asset Sale, and in recommending that the proposals be approved by the holders of Common Stock. These interests may present certain of our executive officers and directors with actual or potential conflicts of interest. As described in more detail below, these interests include, without limitation, for one or more of our directors and executive officers:

•

certain relationships among certain of our executive officers and directors, including members of the Special Committee, and ARI, Apollo, our Manager and Athene;

•

the equity interests owned by certain of our executive officers and directors, including members of the Special Committee, in AGM and Apollo-affiliated entities;

•

the fees paid to the members of the Special Committee; and

•

our management agreement, including the fees paid pursuant to it.

Mr. Rothstein and Ms. Newman each recused themselves from our board of directors’ vote relating to the Asset Sale and the A&R Management Agreement.

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Q:	Are proxy materials for the Special Meeting available online?

A:	Yes. The proxy statement is available at: https://www.okapivote.com/ARI and www.sec.gov.

Q:	Who will bear the cost of soliciting votes for the Special Meeting?

Q:	Where can I find the voting results of the Special Meeting?

We intend to announce the preliminary voting results at the Special Meeting, and will report the final results of the Special Meeting in a Current Report on Form 8-K to be filed with the SEC. All reports that we file with the SEC, including our Current Reports on Form 8-K, are publicly available when filed through the SEC’s website, www.sec.gov.

Q:	Who can answer my questions?

A:	If you have any questions concerning any of the proposals, the Asset Sale, the Purchase Agreement, the Special Meeting, or the proxy statement, or would like additional copies of the proxy statement or need help voting your Shares, you should contact:

Apollo Commercial Real Estate Finance, Inc.

Attention: Secretary

9 West 57th Street, 42nd Floor

New York, New York 10019

Investor Relations: (212) 515-3200

Okapi Partners LLC:

1212 Avenue of the Americas, 17th Floor

New York, New York 10036

Banks and Brokerage Firms, Please Call: (212) 297-0720

Stockholders and All Others Call Toll-Free: (855) 208-8903

E-mail: info@okapipartners.com

THE ASSET SALE

Q:	What are the material terms of the Asset Sale?

Pursuant to the terms of the Purchase Agreement, Athene will purchase from ARI, and ARI will sell to Athene, ARI’s entire commercial real estate loan portfolio, other than two loans with a combined total principal balance of $146 million as of December 31, 2025 currently held by ARI, which are expected to be repaid prior to the closing of the Asset Sale. The total purchase price to be paid by Athene for the Loans will be calculated based on 99.7% of the total commitment amount of each Loan as of the closing of the Asset Sale, subject to adjustments as provided in the Purchase Agreement, and will be paid entirely in cash, and subject to certain conditions, including entry into the A&R Management Agreement at the closing of the Asset Sale. For more information on the material terms of the Asset Sale, refer to “Purchase Agreement” beginning on page 70.

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In connection with the Purchase Agreement, ARI and AMH entered into the Expense Reimbursement Side Letter, pursuant to which AMH agreed to reimburse ARI for up to $10 million of the expenses incurred by ARI in connection with the Asset Sale. Additionally, in connection with ARI’s entry into the Purchase Agreement, ARI entered into the Management Agreement Side Letter with our Manager and Operating LLC setting forth certain agreements and understandings related to the A&R Management Agreement, including entry into the A&R Management Agreement at closing of the Asset Sale. For more information on the material terms of each of these documents, refer to “Other Agreements and Instruments” beginning on page 83.

Q:	Will ARI cease to exist if the Asset Sale is completed?

A:	No. Following the completion of the Asset Sale, ARI will continue to exist as a public vehicle and intends to maintain its REIT status, and ARI will continue to own its portfolio of real estate owned positions.

Q:	What will happen to my Shares if the Asset Sale is completed?

A:	Nothing. The holders of Common Stock who hold Shares immediately prior to the closing of the Asset Sale will continue to hold those Shares following the closing of the Asset Sale. Shares will continue to trade on the NYSE under the symbol “ARI.”

Q:	What conditions must be satisfied to complete the Asset Sale?

The closing of the Asset Sale requires approval of the holders of Common Stock and the absence of any court order, injunction or other legal restraint issued by any governmental entity of competent jurisdiction which prevents, prohibits or makes illegal the consummation of the Asset Sale. As a further condition to closing of the Asset Sale, ARI, our Manager and Operating LLC must enter into the A&R Management Agreement in accordance with the terms set forth in Management Agreement Side Letter. Athene must likewise have received all deliveries that ARI is obligated to provide at closing under the Purchase Agreement, including various closing and transfer documents with respect to Assets that collectively represent at least 85% of the aggregate purchase price. In addition, the closing of the Asset Sale requires the satisfaction or, to the extent permitted by applicable law, waiver of the other conditions specified in the Purchase Agreement. For a more complete summary of the conditions that must be satisfied (or, to the extent permitted by applicable law, waived) prior to completion of the Asset Sale, refer to “Purchase Agreement—Conditions to Closing” beginning on page 79.

Q:	When is the Asset Sale expected to be completed?

Assuming timely satisfaction of necessary closing conditions, including the approval by our stockholders of the Asset Sale Proposal, the parties to the Purchase Agreement expect to complete the Asset Sale during the second quarter of calendar year 2026. However, ARI cannot assure that the Asset Sale will be completed by any particular date, if at all. Because the Asset Sale is subject to a number of conditions, the exact timing of the Asset Sale cannot be determined at this time, and we cannot guarantee that the Asset Sale will be completed.

Q:	Will any of the proceeds from the Asset Sale be distributed to me as a stockholder?

All of the proceeds from the Asset Sale will be paid to ARI. Following repayment of our financing facilities and other indebtedness and transaction expenses, we expect to have approximately $1.4 billion of net cash and approximately $1.7 billion of common stockholders’ equity, which equates to approximately $12.05 per share of our Common Stock. We will retain all of the net equity interest in the real estate owned positions we currently hold, which totaled $464.3 million as of December 31, 2025.

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We intend to deploy the net cash proceeds from the Asset Sale into a potential refreshed investment strategy which could benefit current stockholders from future value creation. We also have declared a $0.25 per share dividend for the first quarter of 2026 and intend to continue paying a quarterly dividend per Share targeting an approximately 8% annualized yield on ARI’s post-closing book value per share (“BVPS”), in each case subject to the approval of our board of directors.

Q:	What happens if the Asset Sale Proposal is not approved by the holders of Common Stock?

Pursuant to the terms of the Purchase Agreement, if ARI fails to obtain a stockholder vote in favor of the Asset Sale or any other conditions to the closing of the Asset Sale as set forth in the Purchase Agreement are not satisfied or waived, the Asset Sale will not occur. If the Asset Sale is not approved by the holders of Common Stock under certain circumstances, ARI may be required to pay Athene a termination payment of $50 million, as further described in the section of this proxy statement entitled “Purchase Agreement – Termination Fee and Expenses Payable by ARI to Athene.” Additionally, if the Asset Sale is not approved, the A&R Management Agreement and the Expense Reimbursement Letter Agreement will not be entered into.

Q:	Are there any risks to the Asset Sale?

A:	The risks associated with the Asset Sale are laid out in detail in this proxy statement. Please read carefully the section of this proxy statement entitled “Risk Factors – Risks Related to the Asset Sale” beginning on page 27.

Q:	Are holders of Common Stock entitled to appraisal rights?

No. Our charter provides that our stockholders shall not be entitled to exercise any rights of an objecting stockholder provided for under the Maryland General Corporation Law (the “MGCL”) unless our board of directors, upon the affirmative vote of a majority of our board of directors, determines that such rights apply. Our board of directors has not made such determination.

Q:	Will I be subject to any taxes as a result of the Asset Sale?

No. The Asset Sale will generally be taxable to ARI for U.S. federal income tax purposes and ARI does not intend to distribute any proceeds from the Asset Sale to its holders of Common Stock. The holders of Common Stock should consult their tax advisors as to the U.S. federal income tax consequences of the Asset Sale, as well as the effects of state, local and non-U.S. tax laws.

Q:	What are the US federal income tax consequences of the Asset Sale?

The Asset Sale will be treated as a taxable sale to ARI, and as a result, we will recognize gain or loss on the assets sold in the Asset Sale. Because ARI does not intend to distribute any proceeds from the Asset Sale to the holders of Common Stock, such holders are not expected to recognize taxable income in connection with the Asset Sale. The holders of Common Stock should consult their tax advisors as to the U.S. federal income tax consequences of the Asset Sale, as well as the effects of state, local and non-U.S. tax laws.

Q:	How will ARI use the proceeds from the Asset Sale?

Following repayment of our financing facilities and other indebtedness and transaction expenses, we expect to have approximately $1.4 billion of net cash and approximately $1.7 billion of common stockholders’ equity, which equates to approximately $12.05 per share of our Common Stock. We will retain all of the net equity interest in the real estate properties we hold, which totaled $464.3 million as of December 31, 2025.

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Our management team, in consultation with our board of directors, will spend the remainder of the year continuing to evaluate a range of commercial real estate–related strategies designed to reposition ARI. In assessing potential new asset strategies, we will leverage Apollo’s broader investment platform and origination capabilities. We also will consider strategic M&A opportunities. If a new asset strategy or a strategic transaction is not announced by year-end, our Manager intends to recommend that our board of directors explore all available strategic alternatives, including dissolution.

THE COMMON STOCK ISSUANCE PROPOSAL

Q:	Will our Manager still receive its fees if the Common Stock Issuance Proposal is not approved?

Yes. The A&R Management Agreement will become effective upon the closing of the Asset Sale. If the Asset Sale Proposal is approved, but the Common Stock Issuance Proposal is not approved, we will still enter into the A&R Management Agreement, and all fees payable to our Manager will be paid in cash.

Q:	Which fees will be payable in Common Stock under the A&R Management Agreement?

Under the A&R Management Agreement, following the closing of the Asset Sale, the base management fee will be payable in Shares, except for certain circumstances in which the base management fee is required to be paid partially or entirely in cash as provided in the A&R Management Agreement, including following achievement of the ROE Milestone (as defined below) or in the event of certain legal prohibitions or restrictions relating to the payment of such fee in Shares (in which case the base management fee may be paid partially or entirely in cash).

The number of Shares issued as payment of any installment of the base management fee will be equal to the dollar amount of such installment divided by the greatest of (i) the BVPS of Common Stock as of the end of the fiscal quarter to which such installment relates, (ii) the average of the closing prices for a Share on the NYSE for each of the five consecutive full trading days ending on and including the last full trading day of the fiscal quarter to which such installment relates, and (iii) the par value per Share.

Under the A&R Management Agreement, following the achievement of the ROE Milestone, our Manager will be eligible to receive an incentive fee, with such incentive fee payable entirely in Shares (except in the event of certain legal prohibitions or restrictions relating to the payment of such fees in Shares, in which case the incentive fee will be paid partially or entirely in cash).

For more information, refer to “Other Agreements and Instruments—Management Agreement Side Letter” beginning on page 83.

Q:	Am I being asked to approve the amount of compensation payable pursuant to the terms and subject to the conditions set forth in the A&R Management Agreement?

No. In connection with the Common Stock Issuance Proposal, you are not being asked to approve the amount of compensation payable pursuant to the terms and subject to the conditions set forth in the A&R Management Agreement, but only the issuance of Shares as one of the potential forms of compensation payable to our Manager.

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FINANCIAL INFORMATION

Historical Audited Consolidated Financial Statements

The Company’s historical audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 are incorporated by reference herein. Refer to “Where You Can Find More Information” beginning on page 92.

Unaudited Pro Forma Consolidated Financial Information

On January 27, 2026, the Company entered into the Purchase Agreement with Athene to sell the Company’s entire commercial real estate loan portfolio for a purchase price based on 99.7% of the total commitment amount of each Loan as of the closing of the Asset Sale, subject to certain adjustments as provided in the Purchase Agreement. In accordance with the terms of the Purchase Agreement, the consideration for the Asset Sale is to be paid entirely in cash. The Company anticipates utilizing a portion of the cash proceeds from the Asset Sale for repayment of its secured debt agreements and corporate debt, as well as payment of transaction expenses. In connection with the Asset Sale, the Company also entered into the Management Agreement Side Letter, which provides for a revised management fee structure following the closing of the Asset Sale, and the Company entered into the Expense Reimbursement Letter Agreement with AMH, which provides for AMH reimbursing up to $10 million of closing expense to the Company. Refer to “Other Agreements and Instruments” beginning on page 83 for more information.

The following unaudited pro forma consolidated balance sheet as of December 31, 2025, and the unaudited pro forma consolidated statements of operations for the year ended December 31, 2025, give effect to the Asset Sale and are based on, and should be read in conjunction with, the Company’s historical audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on February 10, 2026 and incorporated by reference herein. Refer to “Where You Can Find More Information” beginning on page 92. The unaudited pro forma consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X under the Securities Act.

The unaudited pro forma consolidated balance sheet as of December 31, 2025 gives effect to the Asset Sale as if it took place on December 31, 2025. The unaudited pro forma consolidated statement of operations for the periods presented give effect to the Asset Sale as if it occurred on January 1, 2025.

The unaudited pro forma consolidated financial information has been prepared based on available information, preliminary estimates and certain assumptions that we believe are reasonable under the circumstances, as set forth in the notes to the unaudited pro forma consolidated financial information, and the final amounts recorded for the Asset Sale may differ materially from the information presented herein. These estimates are subject to change due to the continuing operations of the Company up to the closing date of the Asset Sale, and it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. Revisions to estimates may include, among other items, the effects of additional loan fundings and repayments, borrowings and repayments under the Company’s secured debt arrangements, transaction expenses, and other transactions executed in the ordinary course of business.

The unaudited pro forma consolidated financial information is presented for informational purposes only and is not necessarily indicative of the future financial position or results of operations of the Company or the financial position or the results of operations that would have been realized had the Asset Sale occurred during the period or as of the dates for which the unaudited pro forma consolidated financial information is presented.

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Apollo Commercial Real Estate Finance, Inc. and Subsidiaries

Unaudited Pro Forma Consolidated Balance Sheet

(in thousands—except share data)


	Historical⁽⁴⁾ December 31, 2025			Transaction Accounting Adjustment				Pro Forma
Assets:
Cash and cash equivalents	$	139,825		$	1,245,633		(A)	$	1,385,458
Commercial mortgage loans, net⁽¹⁾⁽²⁾		8,712,018			(8,483,133	)	(B)		228,885
Subordinate loans, net⁽²⁾		62,198			(62,198	)	(C)		—
Real estate owned, held for investment, net (net of $34,438 accumulated depreciation in 2025)		842,947			—				842,947
Other assets		143,979			(96,606	)	(D)		47,373

Total Assets	$	9,900,967		$	(7,396,304	)		$	2,504,663

Liabilities and Stockholders’ Equity
Liabilities:
Secured debt arrangements, net	$	6,268,550		$	(6,112,043	)	(E)		156,507
Senior secured term loans, net		727,533			(727,533	)	(F)		—
Senior secured notes, net		497,226			(497,226	)	(G)		—
Debt related to real estate owned, held for investment, net		424,703			—				424,703
Accounts payable, accrued expenses and other liabilities⁽³⁾		91,462			(39,095	)	(H)		52,367
Derivative liabilities, net		26,791			(26,791	)	(I)		—
Payable to related party		8,612			—				8,612

Total Liabilities	$	8,044,877		$	(7,402,688	)		$	642,189

Stockholders’ Equity:
Preferred stock, $0.01 par value, 50,000,000 shares authorized, Series B-1, 6,770,393 shares issued and outstanding ($169,260 liquidation preference) in 2025		68			—				68
Common stock, $0.01 par value, 450,000,000 shares authorized, 138,943,831 shares issued and outstanding in 2025		1,389			—				1,389
Additional paid-in-capital		2,704,316			—				2,704,316
Accumulated deficit		(849,683	)		6,384		(J)		(843,299	)

Total Stockholders’ Equity		1,856,090			6,384				1,862,474

Total Liabilities and Stockholders’ Equity	$	9,900,967		$	(7,396,304	)		$	2,504,663

(1)	Includes carrying value of $8,424,605 pledged as collateral under secured debt arrangements as of December 31, 2025.

(2)	Net of $376,754 current expected credit loss (“CECL”) allowances comprised of $338,000 specific CECL allowance and $38,754 general CECL allowance as of December 31, 2025.

(3)	Includes $5,759 of general CECL allowance related to unfunded commitments on commercial mortgage loans and subordinate loans, net as of December 31, 2025.

(4)	Historical balance sheet reflects the Company’s audited Consolidated Balance Sheet as of December 31, 2025.

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Apollo Commercial Real Estate Finance, Inc. and Subsidiaries

Unaudited Pro Forma Consolidated Statement of Operations

For the Year Ended December 31, 2025

(in thousands—except share and per share data)


	Historical⁽¹⁾ Year Ended December 31, 2025			Transaction Accounting Adjustment				Pro Forma
Net interest income:
Interest income from commercial mortgage loans	$	625,493		$	(590,215	)	(K)	$	35,278
Interest income from subordinate loans and other lending assets		1,288			(1,288	)	(K)		—
Interest income from securities		—		$	51,743		(L)		51,743
Interest expense		(460,089	)		440,583		(M)		(19,506	)
Net interest income	$	166,692		$	(99,177	)		$	67,515
Revenue from real estate owned operations		104,897			—				104,897

Total net revenue	$	271,589		$	(99,177	)		$	172,412

Operating expenses:
General and administrative expenses (includes equity-based compensation of $13,631 in 2025)	$	(27,410	)	$	4,578		(N)	$	(22,832	)
Management fees to related party		(34,165	)		20,624		(O)		(13,541	)
Operating expenses related to real estate owned		(85,213	)		—				(85,213	)
Depreciation and amortization on real estate owned		(11,173	)		—				(11,173	)

Total operating expenses	$	(157,961	)	$	25,202			$	(132,759	)

Other income, net	$	7,872		$	(4,428	)	(P)	$	3,444
Income from equity method investment		15,413			—				15,413
Decrease (Increase) in current expected credit loss allowance, net		(3,229	)		379,126		(Q)		375,897
Foreign currency translation gain		99,483			(99,483	)	(R)		—
Loss on foreign currency forward contracts (includes unrealized losses of $84,545 in 2025)		(98,703	)		98,703		(R)		—
Gain on interest rate hedging instruments (includes unrealized gains (losses) of ($379) in 2025)		23			—				23
Net realized loss on investments		(7,436	)		(347,174	)	(S)		(354,610	)
Gain (Loss) on extinguishment of debt		—			(43,680	)	(T)		(43,680	)

Net income (loss) before taxes	$	127,051		$	(90,911	)		$	36,140

Income tax provision		(331	)		—				(331	)

Net income (loss)	$	126,720		$	(90,911	)		$	35,809

Preferred dividends		(12,272	)		—				(12,272	)

Net income (loss) available to common stockholders	$	114,448		$	(90,911	)		$	23,537

Net income (loss) per share of common stock:
Basic	$	0.81		$	(0.65	)	(U)	$	0.16
Diluted	$	0.81		$	(0.65	)	(U)	$	0.16

Basic weighted-average shares of common stock outstanding		138,868,602			361,264				139,229,866

Diluted weighted-average shares of common stock outstanding		138,868,602			361,264				139,229,866

(1)	Historical Consolidated Statement of Operations reflects the Company’s audited Consolidated Statement of Operations for the year ended December 31, 2025.

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Notes to the Unaudited Pro Forma Consolidated Financial Statements

1. Basis of Presentation

The unaudited pro forma condensed consolidated balance sheet has been prepared in accordance with Article 11 of Regulation S-X and U.S. generally accepted accounting principles (“GAAP”). The pro forma condensed consolidated financial information reflects transaction accounting adjustments management believes are necessary to present fairly the Company’s pro forma balance sheet following the proposed Asset Sale.

The unaudited pro forma condensed balance sheet as of December 31, 2025 assumes that the proposed Asset Sale occurred on December 31, 2025. The unaudited pro forma consolidated statement of operations for the periods presented gives effect to the Asset Sale as if it occurred on January 1, 2025. The pro forma adjustments reflected in the accompanying unaudited pro forma condensed consolidated financial information are preliminary and are based on currently available information and certain assumptions, which the Company believes are reasonable under the circumstances. Actual results may differ materially from the assumptions within the unaudited pro forma condensed consolidated financial information.

2. Unaudited Pro Forma Adjustments

The following transaction accounting adjustments depict the accounting for the proposed Asset Sale and are based on preliminary estimates that could change materially as additional information is obtained.

I. Unaudited pro forma condensed balance sheet adjustments:

(A)

Reflects changes in cash and cash equivalents related to the pro forma adjustments below ($ in thousands):


Proceeds from sale of assets	$	8,665,807
Extinguishment of debt		(7,415,947	)
Derivative unwind		647
Closing expenses net of reimbursement from AMH		(4,875	)

Net change in cash and cash equivalents	$	1,245,633

(B)

Reflects the elimination of historical balances of assets sold net of reversal of previously recorded current expected credit losses. The remaining $228.9 million represents the carrying value of a commercial mortgage loan that was repaid subsequent to the year ended December 31, 2025 and two commercial mortgage loans that are expected to be repaid prior to the closing of the Asset Sale.

(C)

Reflects the elimination of historical balances of assets sold net of reversal of previously recorded current expected credit losses.

(D)

Reflects the elimination of the below other assets. The remaining $47.4 million primarily represents $23.8 million related to the Company’s equity method investment, $16.1 million of other assets from real estate owned, held for investment, $4.2 million in loan proceeds held by servicer received after year-end, and $1.7 million in interest receivable related to loans not included in the Asset Sale.

$69.2 million in accrued interest receivable on commercial mortgage loans and subordinate loans included in the Asset Sale.

$27.4 million in return of collateral posted under derivative agreements in conjunction with settling all forward currency contracts economically hedging interest and principal payments due under our loans denominated in currencies other than USD.

(E)

Reflects the elimination of secured debt arrangements used to finance the origination activity of commercial mortgage loans sold. Secured debt arrangements are to be repaid with proceeds received from the Asset Sale. The residual balance represents secured debt associated with the loans which repaid or were expected to repay prior to the closing of the Asset Sale.

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(F)

Reflects the elimination of senior secured term loans repaid with proceeds received from assets sold.

(G)

Reflects the elimination of senior secured notes repaid with proceeds received from assets sold.

(H)

Reflects the elimination of the below accounts payable and other liabilities. The remaining $52.4 million primarily consists of $38.7 million dividend payable related to dividends declared during the three months ended December 31, 2025, on our common and preferred shares, $13.1 million of other liabilities from real estate owned, held for investment, and $0.5 million of interest payable related to secured debt borrowings of the loans not included in the Asset Sale.

$33.4 million related to accrued interest expense related to secured debt arrangements associated with the loans included in the Asset Sale, senior secured term loan, and senior secured notes.

$5.8 million reversal of current expected credit losses related to unfunded commitments of commercial mortgage loans and subordinate loans included in the Asset Sale.

(I)

Reflects the elimination of net hedge liabilities related to forward currency contracts economically hedging interest and principal payments due under our loans denominated in currencies other than USD.

(J)

Reflects the net gain on asset sales and other sale related expenses primarily consisting of the following:

$57.0 million net gain from sale of commercial mortgage and subordinate loans due to reversal of current expected credit loss allowance in excess of discount from the Asset Sale.

$45.8 million in termination fees and acceleration of deferred financing costs and unamortized discounts related to early extinguishment of debt.

$4.9 million in net closing costs, financial advisory fees, and legal fees related to sale of the assets. Amount is net of a $10.0 million expense reimbursement from AMH.

II. Unaudited pro forma condensed statement of operations for the year ended December 31, 2025 adjustments:

(K)

Reflects the reversal of interest income from commercial mortgage loans, subordinate loans and other lending assets. The remaining interest income reflects accrued interest and amortization of loan fees related to the loans which were not included in the Asset Sale.

(L)

Reflects interest income generated from reinvestment of proceeds from the Asset Sale into qualifying CMBS assets.

(M)

Reflects the reversal of interest expense on secured debt arrangements, senior secured term loans, and senior secured notes due to repayment of these debt instruments utilizing the proceeds from the Asset Sale. The residual $19.5 million represents interest expense on debt related to real estate owned, held for investment and interest expense associated with borrowings on our secured credit facilities related to the loans which were not included in the Asset Sale.

(N)

Reflects the reversal of a portion of general and administrative expenses related to the ongoing operations of the loan portfolio, comprising of but not limited to, external servicing and monitoring, transactional hedging fees, custodian fees, legal fees and audit fees.

(O)

Reflects the reversal of management fees primarily due to the decrease in the management fee rate per the Management Agreement Side Letter from 1.5% to 0.75%.

(P)

Reflects $4.9 million in net closing costs, financial advisory fees, and legal fees related to the Asset Sale, net of a $10.0 million expense reimbursement from AMH, offset with $8.3 million in interest earned primarily from reinvestment of proceeds from the Asset Sale into cash deposit accounts and money market fund securities.

- 23 -

(Q)

Reflects the reversal of previously recorded current expected credit loss allowance related to our commercial mortgage loans, subordinate loans and other lending assets included in the Asset Sale.

(R)

Reflects the reversal of net foreign currency translation gains related to the net equity and interest of our loans denominated in currencies other than USD and net losses on forward currency forward contracts economically hedging net equity and interest payments due under our loans due to the consummation of the Asset Sale.

(S)

Reflects a $342.5 million write-off of specific CECL allowances and a $4.7 million realized loss on the Asset Sale.

(T)

Reflects loss on extinguishment of debt comprising of acceleration of deferred financing costs and unamortized discounts on our secured debt agreements and corporate debt, termination fees on our secured debt arrangements, and prepayment penalty related to our senior secured notes applicable to repayment of the notes on or before June 15, 2025.

(U)

Reflects a $0.65 per share decrease to basic and diluted net income per Share primarily due to a $99.2 million reversal to net interest income due to the sale of the loan portfolio.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For these statements, we claim the protections of the safe harbor for forward-looking statements contained in such Sections. Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond our control. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives. When we use the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or similar expressions, it intends to identify forward-looking statements. Statements regarding the following subjects, among others, may be forward-looking:

•

our ability to consummate the Asset Sale;

•

closing timeline of the Asset Sale;

•

our execution costs in connection with the solicitation of proxies and the consummation of the Purchase Agreement;

•

potential benefits and effects of the Asset Sale;

•

the amount and use of proceeds from the Asset Sale; and

•

any new asset strategy or strategic transaction we decide to pursue, which may include dissolution.

We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions, and expectations disclosed in the forward-looking statements that we make. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation:

•

conditions to the closing of the A

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SEC Form DEFM14A filed by Apollo Commercial Real Estate Finance Inc