Apollo Commercial Real Estate Finance (ARI) plans dissolution
Apollo Commercial Real Estate Finance, Inc. (the “Company” or “ARI”) (NYSE: ARI) today announced the Board of Directors declared a dividend of $3.75 per share of common stock, which is payable on July 15, 2026 to common stockholders of record on June 30, 2026. The dividend payment will be predominately classified as return of capital.
The Company also announced that following an extensive review of potential strategic alternatives for ARI, the board of directors determined that the dissolution of the Company, the liquidation of its assets and the winding down of its business and affairs are advisable and in the best interest of the Company and ARI stockholders. To effectuate a dissolution, ARI must receive the approval of the Company's stockholders. ARI intends to file a preliminary proxy statement with the Securities and Exchange Commission (the “SEC”) detailing a plan of complete liquidation and dissolution, which would authorize the Company to sell its remaining properties, wind down ARI’s affairs and distribute net proceeds to stockholders (the “Dissolution”). The board of directors, in its discretion, may, at any time, terminate, modify or amend the plan of complete liquidation and dissolution, without stockholder approval, and authorize the Company to dispose of its assets through a merger, business combination or other strategic alternative.
Stuart Rothstein, Chief Executive Officer and President of ARI, said: “Following the successful completion of the loan portfolio sale in April, our board of directors, in consultation with management, has conducted an extensive and thorough review of strategic alternatives for ARI, with the goal of identifying a path that would deliver attractive risk-adjusted returns on a go-forward basis. After carefully evaluating a broad range of real estate-related strategies and potential transactions, the board has determined that the dissolution of the Company, the liquidation of its assets and the winding up of its business and affairs are advisable and in the best interest of the Company and ARI stockholders. The board is confident this decision reflects a rigorous and comprehensive assessment of all available alternatives. We remain committed to executing this process efficiently and returning capital to stockholders in a timely and orderly manner."
Additional information for ARI Stockholders
This press release may be deemed solicitation material in respect of the Dissolution. In connection with the Dissolution, ARI intends to file a proxy statement and other relevant materials with the SEC. This press release does not constitute a solicitation of any vote or approval. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, STOCKHOLDERS OF ARI ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, INCLUDING ANY DOCUMENTS INCORPORATED BY REFERENCE IN THE PROXY STATEMENT, BECAUSE THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT ARI AND THE DISSOLUTION. These materials will be made available to the stockholders of ARI at no expense to them and are expected to be mailed to stockholders. When available after filing, the proxy statement and other relevant information may be obtained without charge from the SEC’s website at www.SEC.gov. Copies of the documents filed by ARI with the SEC are also available free of charge on ARI’s website at www.apollocref.com.
This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. This press release is not a substitute for the proxy statement or any other document that ARI may file with the SEC or send to stockholders in connection with the Dissolution. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
The directors and executive officers of ARI, and certain other affiliates of ACREFI Management, LLC, may be deemed “participants” in the solicitation of proxies from stockholders of ARI in favor of the Dissolution. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders of ARI in connection with the Dissolution will be set forth in the proxy statement and the other relevant documents to be filed with the SEC. You can find information about the executive officers and directors of ARI and ACREFI Management, LLC in ARI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and in its definitive proxy statement filed with the SEC on Schedule 14A on May 29, 2026. You may obtain free copies of these documents using the sources indicated above.
