Apollo Commercial Real Estate Finance, Inc 8-K, filed Apr 22, 2026
Apollo Commercial Real Estate Finance, Inc. (ARI)
About this 8-K
Apollo Commercial Real Estate Finance, Inc filed this 8-K on April 22, 2026, reporting on events of April 21, 2026.
Items reported
- Item 5.07: Shareholder vote results
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Special Meeting of Stockholders (the “Special Meeting”) of Apollo Commercial Real Estate Finance, Inc. (the “Company”) was held on April 21, 2026, at which 93,729,980 shares of the Company’s common stock were represented in person or by proxy representing approximately 67.5% of the issued and outstanding shares of the Company’s common stock entitled to vote.
At the Special Meeting, the Company’s stockholders approved: (i) a proposal to approve the sale of the Company’s 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 the Company and Athene, and the other transactions contemplated by the Purchase Agreement (collectively, the “Asset Sale” and, such proposal, the “Asset Sale Proposal”) and (ii) a proposal to approve, subject to approval of the Asset Sale Proposal, the issuance of shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) in lieu of cash, to the Company’s manager, ACREFI Management, LLC (the “Manager”), pursuant to the terms and subject to the conditions set forth in an amended and restated management agreement by and among the Company, ACREFI Operating, LLC and the Manager to be entered into in connection with the closing of the Asset Sale (the “Common Stock Issuance Proposal”).
The proposals are described in detail in the Company’s Definitive Proxy Statement for the Special Meeting, filed with the SEC on March 23, 2026. The final results for the votes regarding each proposal are set forth below.
| (i) | The voting results with respect to the Asset Sale Proposal were as follows: |
| Votes For |
Votes Against |
Abstain | ||
| 92,625,412 | 738,476 | 366,093 |
| (ii) | The voting results with respect to the Common Stock Issuance Proposal were as follows: |
| Votes For |
Votes Against |
Abstain | ||
| 91,998,341 | 1,368,261 | 363,369 |
As a result of the approval of the Asset Sale Proposal, a previously submitted 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 was not presented at the Special Meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Apollo Commercial Real Estate Finance, Inc. | ||
| By: | /s/ Stuart A. Rothstein | |
| Name: | Stuart A. Rothstein | |
| Title: | President and Chief Executive Officer | |
Date: April 22, 2026