Apollo Commercial Real Estate Finance Approves Dissolution, Ends Management Deal

What Happened

• Apollo Commercial Real Estate Finance, Inc. announced on September 29, 2026 that its stockholders approved a plan to dissolve the company, liquidate its assets and wind up its affairs. At a Special Meeting held that day, 73,456,215 shares (about 57.1% of outstanding) were represented.
• On the same date, the company, its subsidiary ACREFI Operating, LLC, and ACREFI Management, LLC entered into a Termination Agreement to terminate the amended and restated management agreement (dated April 24, 2026). The termination will become effective when the company’s articles of dissolution are accepted for record and become effective with the Maryland SDAT.

Key Details

• Special Meeting vote totals for the Dissolution Proposal: For 72,217,727; Against 799,088; Abstain 439,400.
• Advisory vote on executive compensation related to the liquidation: For 68,240,751; Against 4,229,423; Abstain 986,035.
• Under the Termination Agreement, the Manager waived any right to a termination fee under the Management Agreement.
• The company agreed to pay the Manager (a) accrued but unpaid compensation owed under the Management Agreement up to the earlier of asset transfer to a trust or SDAT acceptance of dissolution articles (excluding any termination fee), and (b) reimbursable expenses due as of SDAT acceptance to the extent not already paid. The full Termination Agreement will be filed as an exhibit to ARI’s Form 10-Q for the quarter ended September 30, 2026.

Why It Matters

• Shareholder approval of dissolution starts the formal wind‑down and liquidation process, which is the most material near‑term event for investors: operations will cease and assets will be liquidated or transferred per the Plan of Complete Liquidation and Dissolution.
• Termination of the management agreement and the Manager’s waiver of a termination fee affect post‑liquidation costs and the amount potentially available for distribution to creditors and shareholders; the filing clarifies what accrued compensation and expenses will still be paid.
• The vote counts and ~57% shareholder turnout show clear approval, allowing the company to move forward without presenting an adjournment proposal.