Investors also greenlit a related share issuance plan tied to the manager’s compensation structure following the asset divestiture.

April 23, 2026

Shareholders of Apollo Commercial Real Estate Finance, Inc. have formally approved the sale of the company’s commercial real estate loan portfolio to Athene Holding Ltd., clearing a major hurdle for the transaction originally announced in late January. The approvals came at a special meeting of stockholders held on April 21, 2026, according to a report submitted to the Securities and Exchange Commission.

The meeting drew substantial participation, with approximately 93.7 million shares represented in person or by proxy. That turnout reflected roughly 67.5% of the company’s issued and outstanding common stock eligible to vote on the matters before the meeting.

Asset Sale Receives Overwhelming Support

The centerpiece of the vote was the proposed sale of the company’s entire commercial real estate loan portfolio to Athene, an affiliated entity, under the terms of an asset purchase and sale agreement dated January 27, 2026. The transaction received broad investor backing, with the following breakdown:

• Votes for: 92,625,412
• Votes against: 738,476
• Abstentions: 366,093

The purchase agreement has been subject to amendments, modifications, or supplements over time, though the core transaction structure remained intact through to the shareholder approval stage.

Manager Compensation Restructuring Also Approved

In a related matter, shareholders approved a second proposal that will permit the company to issue shares of common stock, in lieu of cash payments, to its external manager, ACREFI Management, LLC. This share issuance mechanism will be governed by an amended and restated management agreement to be executed in connection with the closing of the asset sale.

The stock issuance proposal also passed with strong support:

• Votes for: 91,998,341
• Votes against: 1,368,261
• Abstentions: 363,369

The proposal was contingent on approval of the underlying asset sale, meaning its effectiveness depends on the completion of the Athene transaction.

Adjournment Proposal Not Required

A contingency proposal that would have allowed the company to adjourn the special meeting to solicit additional proxies was not presented, as sufficient support for the primary asset sale proposal was secured at the meeting itself.

The company, which trades on the New York Stock Exchange under the ticker ARI, is managed externally by ACREFI Management, LLC. The transaction marks a significant strategic shift for the Maryland-incorporated mortgage REIT. As previously covered, both entities operate within the broader Apollo Global Management ecosystem, with Athene itself being a subsidiary of Apollo Global Management.

The report was signed by Stuart A. Rothstein, who serves as president and chief executive officer of the company.