Key Highlights

● Stockholders approved the dissolution of Apollo Commercial Real Estate Finance at a special meeting on September 29, 2026.

● On the dissolution proposal, 72,217,727 shares voted for, 799,088 voted against and 439,400 abstained, with 73,456,215 shares represented.

● The company signed an agreement ending its management agreement with ACREFI Management, and the manager waived any termination fee.

● The termination takes effect when Maryland accepts the articles of dissolution, and the 8-K gives no date for that step.

Stockholders of Apollo Commercial Real Estate Finance, Inc. (NYSE:ARI) approved the company's dissolution at a special meeting held on September 29, 2026, according to an 8-K filed the same day. The filing reports two items: Item 5.07, which covers the results of a Shareholder vote, and Item 1.01, which covers an agreement to end the company's management agreement. Together they describe the first formal steps of a process the company calls its Plan of Complete Liquidation and Dissolution.

The Stockholder Vote

A total of 73,456,215 shares were represented at the meeting, approximately 57.1 percent of the outstanding shares. On the dissolution proposal, 72,217,727 shares voted for, 799,088 voted against and 439,400 abstained. By simple arithmetic, the votes in favor equal about 98.3 percent of the shares represented at the meeting (72,217,727 of 73,456,215). The filing states that both proposals on the ballot passed. The second proposal concerned executive compensation. It received 68,240,751 votes for, 4,229,423 against and 986,035 abstentions. The filing notes that the company filed its proxy statement for the meeting on August 24, 2026.

Item 5.07 filings are meant to give investors the numbers behind each matter voted on, and this one does so in full. It does not, however, explain the reasons for the dissolution or set out the terms of the plan itself. The 8-K refers to the Plan of Complete Liquidation and Dissolution but does not describe asset sales, the amount or timing of any liquidating distributions, or how the wind-down will be carried out. Those details are not in this filing.

Ending the Management Agreement

The company signed a termination agreement with ACREFI Management, LLC, its manager, and with ACREFI Operating, LLC, a Subsidiary of the company. The agreement ends the amended and restated management agreement under which the manager ran the company's affairs. The termination becomes effective when the State Department of Assessments and Taxation of Maryland accepts the company's articles of dissolution for record.

The filing states that "the Manager waived any right it may have to be paid a termination fee under the Management Agreement." The company will still pay the manager accrued but unpaid compensation and eligible expense reimbursements. Because the termination depends on the Maryland filing, the management arrangement stays in place until the articles of dissolution are accepted, and the filing does not give a date for that step.

What the Filing Does Not Say

The 8-K does not say when the company expects to file articles of dissolution, whether its shares will continue to trade on the New York Stock Exchange during the wind-down, or whether and when the stock transfer books will close. It does not provide an estimate of amounts that holders might receive, and it does not describe how remaining loans, investments or Debt will be handled. Those points are not addressed in this filing. The filing also does not describe any change to the Board of Directors or to officers as a result of the vote.

A dissolution approved by stockholders under Maryland law generally proceeds through the filing of articles of dissolution with the state, which is the step that the manager termination is tied to here. The company's own timetable for that step is not stated in the 8-K.

ARI's Path From Vote to Articles of Dissolution

The key next event is the filing and acceptance of the articles of dissolution in Maryland, which triggers the end of the management agreement. After that, watch for later 8-K filings or press releases that describe any liquidating distributions, delisting or changes to trading, and the process for winding down the portfolio. No schedule for these events is given in the filing.