Apollo Commercial Real Estate Finance, Inc.

false 0001467760 0001467760 2026-04-24 2026-04-24 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): April 24, 2026 Apollo Commercial Real Estate Finance, Inc. (Exact name of registrant as specified in its charter) Maryland 001-34452 27-0467113 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) c/o Apollo Global Management, Inc. 9 West 57th Street , 42nd Floor New York , New York 10019 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (212) 515-3200 n/a (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: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.01 par value ARI New York Stock Exchange 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 1.01 Entry Into a Material Definitive Agreement. Amended and Restated Management Agreement Apollo Commercial Real Estate Finance, Inc., a Maryland corporation (the “Company”), ACREFI Operating, LLC, a subsidiary of the Company (“Operating LLC”), and ACREFI Management, LLC (the “Manager”) have entered into an Amended and Restated Management Agreement (the “A&R Management Agreement”) on April 24, 2026, pursuant to the terms previously disclosed in the current report on Form 8-K filed by the Company with the Securities and Exchange Commission on January 28, 2026. The A&R Management Agreement supersedes and replaces the existing Management Agreement, dated September 23, 2009, by and among the Company, Operating LLC and the Manager (the “Existing Management Agreement”). The A&R Management Agreement is substantially similar to the Existing Management Agreement except in the case of the following terms and provisions: • Base Management Fee : The Existing Management Agreement provides for a base management fee equal to 1.5% per annum of stockholders’ equity of the Company, payable entirely in cash quarterly in arrears. Under the A&R Management Agreement, the base management fee will initially be (1) 0.75% per annum of the Company’s stockholders’ equity if the annualized return on equity (“ROE”) for a particular fiscal quarter is less than 7.5% or (2) 1.5% per annum of the Company’s stockholders’ equity if the ROE for a particular fiscal quarter equals or exceeds 7.5%, payable quarterly in arrears entirely in shares of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), except for certain circumstances in which the base management fee is required to be paid partially or entirely in cash as provided in the A&R Management Agreement, including following achievement of an ROE of 7.5% or more for two consecutive quarters (the “ROE Milestone”) or in the event of certain legal prohibitions or restrictions relating to the payment of such fee in shares of Company Common Stock. The number of shares of Company Common Stock issuable as payment of any installment of the base management fee will be equal to the greatest of (i) book value per share (“BVPS”) of a share of Company Common Stock as of the end of the fiscal quarter to which such installment relates, (ii) the average of the closing prices for a share of Company Common Stock on the New York Stock Exchange for each of the five consecutive full trading days ending on and including the last full trading day of the fiscal quarter to which such installment relates and (iii) the par value per share of Company Common Stock. If the Company achieves the ROE Milestone, then the base management fee will permanently increase to 1.5% of the Company’s stockholders’ equity and will be payable entirely in cash. • Incentive Fee : The Existing Management Agreement does not contemplate the payment by the Company of any incentive fee or other incentive compensation to the Manager. Under the A&R Management Agreement, following achievement of the ROE Milestone, the Manager will be eligible to receive an incentive fee equal to 20% of the Company’s stockholders’ equity above an 8% ROE hurdle, with such incentive fee payable entirely in shares of Company Common Stock (with the number of shares for any given installment of such incentive fee determined in the same manner as described above under “Base Management Fee” except in the event of certain legal prohibitions or restrictions relating to the payment of such fees in shares of Company Common Stock). • Termination Fee : Under the Existing Management Agreement, the Termination Fee (as defined therein) is equal to three times the sum of the average annual base management fee paid over the 24-month period immediately preceding the date of the termination of the Existing Management Agreement. Under the A&R Management Agreement, the termination fee formula will include any incentive fees paid over the 24-month period prior to termination, but will otherwise be the same as the formula in the Existing Management Agreement. • Other Key Terms : The A&R Management Agreement reflects updates to certain definitions and mechanics for calculation and payment of fees, including changes to “Base Management Fee,” “Core Earnings” and related terms to clarify the revised Manager compensation structure and performance criteria. The foregoing description of the A&R Management Agreement does not purport to be complete and is qualified in its entirety by reference to the complete terms of the A&R Management Agreement, a copy of which is filed as Exhibit 10.1 and incorporated herein by reference. Item 1.02 Termination of a Material Definitive Agreement Term Loan B and Revolving Credit Facility On April 24, 2026 (the “Closing Date”), in connection with the closing of the Asset Sale, the Company caused the repayment in full of (i) all outstanding term loans and other obligations under the Term Loan Credit Agreement, dated as of June 13, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Credit Agreement”), among the Company, as Borrower, the lenders party thereto from time to time, and Goldman Sachs Bank USA, as Administrative Agent and Collateral Agent, and (ii) all outstanding revolving credit loans and other obligations under the Amended and Restated Credit Agreement, dated as of August 7, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Revolving Credit Facility”), among ACREFI RCF I, LLC, as Borrower, the Company, as Parent Guarantor, the lenders party thereto, and Bank of America, N.A., as Administrative Agent. As of the Closing Date, (i) the aggregate commitments under the Revolving Credit Facility were $275,000,000 and (ii) the Term Loan Credit Agreement was terminated in accordance with its terms, and all commitments