Apollo Commercial Plans Liquidation

On June 15, 2026, Apollo Commercial Real Estate Finance’s board determined that dissolving the company and liquidating its assets are advisable and in the best interest of the company and its stockholders. The decision includes winding down the firm’s business and affairs, signaling a transition from ongoing operations to an orderly exit process.

The company plans to pursue a formal plan of complete liquidation and dissolution. This plan is intended to cover the sale of remaining properties, settlement of obligations and the distribution of net proceeds to stockholders as the company winds up.

Apollo Commercial intends to file a preliminary proxy statement with the U.S. Securities and Exchange Commission describing its proposed plan of complete liquidation and dissolution. The plan will be submitted to stockholders for approval, making stockholder consent a key step before the dissolution can proceed.

The proxy materials are expected to outline details of the liquidation process and how net proceeds from asset sales will be distributed. Stockholders will have an opportunity to review the terms and vote on whether to authorize the board to implement the plan.

In connection with the decision to pursue liquidation, the board declared a special cash dividend of $3.75 per common share on June 15, 2026. The dividend is payable on July 15, 2026, to common stockholders of record as of June 30, 2026.

The company stated that this distribution will be predominantly classified as a return of capital. This payment represents an initial step in returning value to stockholders as the company progresses toward liquidating its remaining assets.

The board emphasized that it retains the right, in its discretion, to terminate, modify or amend the plan of complete liquidation and dissolution at any time. This flexibility allows the company to adapt the process in response to market conditions or other considerations that may arise during the wind-down.

In addition, the board may authorize the company to dispose of its assets through a merger, business combination or other strategic alternative without obtaining further stockholder approval. This authority provides additional avenues to monetize assets and potentially complete the transition more efficiently.

Chief Executive Officer and President Stuart Rothstein said the decision to dissolve and liquidate reflects a rigorous and comprehensive assessment of available alternatives. He indicated that management and the board are confident this course of action is aligned with stockholder interests.

Rothstein also stated that the company is committed to executing the process efficiently and returning capital to stockholders in a timely and orderly manner. As the liquidation plan advances and asset dispositions proceed, stockholders are expected to receive distributions consistent with the approved strategy.