UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 23, 2026

Apollo Debt Solutions BDC

(Exact name of Registrant as specified in its charter)

Delaware

814-01424

86-1950548

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


9 West 57th Street
New York, New York		10019
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code): (212) 515-3200

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02. Unregistered Sale of Equity Securities

As of February 2, 2026, Apollo Debt Solutions BDC (the “Fund,” “ADS,” “we” or “our”) sold unregistered Class I common shares of beneficial interest (“Class I Common Shares”) (with the final number of shares being determined on February 23, 2026) to feeder vehicles primarily created to hold the Fund’s Class I Common Shares. The offer and sale of these Class I Common Shares was exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and/or Regulation S thereunder (the “Private Offering”). The following table details the shares sold:


Date of Unregistered Sale	Amount of Class I Common Shares		Consideration
As of February 2, 2026 (number of shares finalized on February 23, 2026)		2,034,936	$	49,525,042

Item 7.01. Regulation FD Disclosures

February 2026 Distributions

On February 23, 2026, the Fund declared distributions for each class of its common shares of beneficial interest (the “Shares”) in the amount per share set forth below:


	Gross Distribution		Shareholder Servicing and/or Distribution Fee		Net Distribution
Class I Common Shares	$	0.1800	$	0.0000	$	0.1800
Class S Common Shares	$	0.1800	$	0.0159	$	0.1641
Class D Common Shares	$	0.1800	$	0.0047	$	0.1753

The distributions for each class of Shares are payable to shareholders of record as of the open of business on February 27, 2026, and will be paid on or around March 26, 2026. These distributions will be paid in cash or reinvested in shares of the Fund for shareholders participating in the Fund’s distribution reinvestment plan.

Portfolio and Business Commentary

(All figures as of January 31, 2026, unless otherwise noted)

For the month ended January 31, 2026, the Fund’s net asset value (“NAV”) per share was $24.34, compared to $24.40 as of December 31, 2025. The Fund’s 1-month, 3-month, year-to-date, 1-year, 3-year and annualized inception-to-date returns through January 31, 2026 for Class I Common Shares were 0.46%, 1.65%, 0.46%, 7.71%, 10.94% and 8.54%, respectively (inception date was January 7, 2022).¹ As of February 23, 2026, the Fund’s annualized distribution rate for Class I Common Shares, including the distribution declared on February 23, 2026 was 8.88%.²

As of January 31, 2026, our portfolio was approximately $25.1 billion based on fair market value across 425 portfolio companies and 57 industries. Our portfolio consisted of approximately 99% first lien debt investments and approximately 97% floating rate debt investments based on fair market value. The weighted average earnings before interest, taxes, depreciation and amortization (“EBITDA”) of our directly originated debt investments was $260 million,³ and our portfolio’s overall weighted-average net loan-to-value, weighted average yield at amortized cost, weighted-average net leverage and interest coverage were 41%, 8.54%,⁴ 4.9x, and 2.6x, respectively.⁵

As of January 31, 2026, the Fund’s net leverage ratio was 0.61x,⁶ and we had approximately $4.3 billion of excess availability under our secured funding facilities.⁷

Select Recent Transaction Highlights

Soho House

In January 2026, Apollo provided $845 million of financing across a senior secured OpCo notes facility (the “OpCo Notes”), a senior HoldCo notes facility (the “HoldCo Notes”) and a common equity investment to support the take-private of Soho House & Co Inc. (“Soho House”). Apollo is the sole lender of the OpCo Notes and majority lender of the HoldCo Notes. Soho House is a global membership platform of physical and digital spaces that connects a vibrant, diverse and global group of members across 46 Soho Houses. ADS participated in the transaction alongside other Apollo-managed investment funds.

Opseo

In January 2026, Apollo provided a €560 million unitranche senior secured financing to Opseo (“Opseo”) to facilitate a dividend recapitalization. Opseo is an integrated intensive care provider in Germany that provides medically complex care for both adults and children through both care group facilities and one-on-one care delivered to a patient’s home. ADS participated in the transaction alongside other Apollo-managed investment funds.

Past performance is not indicative of future results. Total returns for periods greater than one year are annualized. For Class S common shares of beneficial interest (“Class S Common Shares”), excluding maximum upfront placement fees, ADS generated returns of 0.39%, 1.43%, 0.39%, 6.80%, 10.01%, and 7.62% for the 1-month, 3-month, year-to-date, 1-year, 3-year and annualized inception-to-date periods through January 31, 2026 (inception date is February 1, 2022), respectively. For Class S Common Shares, including maximum upfront placement fees, ADS generated returns of -3.11%, -2.10%, -3.11%, 3.08%, 8.72%, and 6.66% for the 1-month, 3-month, year-to-date, 1-year, 3-year, and annualized inception-to-date periods through January 31, 2026 (inception date is February 1, 2022), respectively. For Class D common shares of beneficial interest (“Class D Common Shares”), excluding maximum upfront placement fees, ADS generated returns of 0.44%, 1.58%, 0.44%, 7.44%, 10.66%, and 11.19% for the 1-month, 3-month, year-to-date, 1-year, 3-year, and annualized inception-to-date periods through January 31, 2026 (inception date is July 1, 2022), respectively. For Class D Common Shares, including maximum upfront placement fees, ADS generated returns of -1.06%, 0.07%, -1.06%, 5.84%, 10.11%, and 10.74% for the 1-month, 3-month, year-to-date, 1-year, 3-year, and annualized inception-to-date periods through January 31, 2026 (inception date is July 1, 2022), respectively. Class S Common Shares and Class D Common Shares listed as including the upfront maximum placement fees reflect the returns after the maximum upfront placement fees. No upfront sales load will be paid to the Fund with respect to Class S Common Shares, Class D Common Shares or Class I Common Shares, however, if a shareholder buys Class S Common Shares or Class D Common Shares through certain financial intermediaries, they may directly charge transaction or other fees to shareholders, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that selling agents limit such charges to a 1.5% cap on NAV for Class D Common Shares and 3.5% cap on NAV for Class S Common Shares. Class I Common Shares do not have upfront placement fees.

The annualized distribution rate is as of February 23, 2026, and is calculated by multiplying the sum of the month’s stated base distribution per share by twelve and dividing the result by the prior month’s NAV per share. The annualized distribution rate, including the distribution declared on February 23, 2026, was 8.09% for Class S Common Shares and 8.64% for Class D Common Shares.

3.	Based on latest information tracked on our portfolio companies and excludes certain portfolio companies for which these metrics are not meaningful (for instance, portfolio companies with negative EBITDA).

4.	Excludes investments on non-accrual status.

Based on latest information tracked on our portfolio companies and excludes certain portfolio companies for which these metrics are not meaningful (for instance, portfolio companies with negative EBITDA). Net loan-to-value is net debt through the respective loan tranche in which the Fund has invested divided by the estimated enterprise value of the portfolio company.

6.	The Fund’s net leverage ratio is defined as debt outstanding plus payable for investments purchased, less receivable for investments sold, less cash and cash equivalents, less foreign currencies, divided by net assets.

7.	Includes borrowing base availability under secured financing facilities, cash and net receivables from investments.

Item 8.01. Other Events

Net Asset Value and Portfolio Update

The NAV per share of each class of the Fund’s Shares as of January 31, 2026, as determined in accordance with the Fund’s valuation policy, is set forth below.


	NAV as of January 31, 2026
Class I Common Shares	$	24.34
Class S Common Shares	$	24.34
Class D Common Shares	$	24.34

As of January 31, 2026, the Fund’s aggregate NAV was $15.1 billion, the fair value of its investment portfolio was approximately $25.1 billion and it had approximately $10.4 billion of principal debt outstanding, resulting in a debt-to-equity leverage ratio of approximately 0.69x. The Fund’s net leverage ratio as of January 31, 2026 was approximately 0.61x.¹

1.	The Fund’s net leverage ratio is defined as debt outstanding plus payable for investments purchased, less receivable for investments sold, less cash and cash equivalents, less foreign currencies, divided by net assets.

Status of Offering

The Fund is currently publicly offering on a continuous basis up to $10.0 billion in Shares (the “Offering”). Additionally, the Fund has sold unregistered shares as part of the Private Offering. The following table lists the Shares issued and total consideration for both the Offering and the Private Offering as of the date of this filing, reflective of transfers between share classes. The table below does not include Shares sold through the Fund’s distribution reinvestment plan. The Fund intends to continue selling Shares in the Offering and the Private Offering on a monthly basis.


	Common Shares Issued		Total Consideration
Offering:
Class I Common Shares		193,068,608	$	4,741,195,940
Class S Common Shares		122,213,424	$	3,003,951,469
Class D Common Shares		1,523,286	$	37,445,681
Private Offering:
Class I Common Shares		353,640,351	$	8,730,302,560
Class S Common Shares		—		—
Class D Common Shares		—		—
Total Offering and Private Offering *		670,445,670	$	16,512,750,650

*	Amounts may not sum due to rounding.

SIGNATURE

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 DEBT SOLUTIONS BDC

Date: February 23, 2026

/s/ Kristin Hester

Kristin Hester

Chief Legal Officer and Secretary

Apollo Debt Solutions BDC 8-K