Form 8-K
8-K — Apollo Commercial Real Estate Finance, Inc.
Accession: 0001193125-26-424253
Filed: 2026-10-16
Period: 2026-10-16
CIK: 0001467760
SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)
Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — d170535d8k.htm (Primary)
EX-99.1 (d170535dex991.htm)
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8-K
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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): October 16, 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 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard, Transfer of Listing.
On October 16, 2026, Apollo Commercial Real Estate Finance, Inc. (the “Company”) issued a press release announcing that it intends to file a Form 25, or Notification of Removal from Listing, with the Securities and Exchange Commission and the New York Stock Exchange (“NYSE”) relating to the delisting of shares of its common stock on or about October 27, 2026. The Company also expects that the last day of trading on the NYSE will be November 6, 2026.
Item 7.01
Regulation FD Disclosure.
The Company is furnishing as Exhibit 99.1 to this Current Report on Form 8-K a copy of the press release issued by the Company on October 16, 2026 related to the foregoing.
The information contained in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly provided by specific reference in such filing.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
Description
99.1
Press Release dated October 16, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
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 Commercial Real Estate Finance, Inc.
By:
/s/ Stuart A. Rothstein
Name:
Stuart A. Rothstein
Title:
President and Chief Executive Officer
Date: October 16, 2026
EX-99.1
EX-99.1
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EX-99.1
Exhibit 99.1
APOLLO COMMERCIAL REAL ESTATE FINANCE, INC. PROVIDES UPDATE ON LIQUIDATION ACTIVITIES
New York, NY, October 16, 2026 – Apollo Commercial Real Estate Finance, Inc. (the “Company”) (NYSE: ARI) today provided an update on
its ongoing liquidation activities, including updates regarding the anticipated timing of delisting from the New York Stock Exchange (the “NYSE”) and the establishment of a liquidating trust for purposes of completing the wind-down
process and dissolution of the Company in accordance with the Plan of Complete Liquidation and Dissolution (the “Plan”).
The Company has
provided notice to the NYSE of its intention to voluntarily delist its shares of common stock (the “Shares”) from the NYSE. The Company expects to file a Form 25, or Notification of Removal from Listing, with the Securities and Exchange
Commission (“SEC”) and the NYSE relating to the delisting of the Shares on or about October 27, 2026. The Company also expects that the last day of trading on the NYSE will be November 6, 2026. After delisting from the NYSE,
the Company will transfer all of its remaining assets and liabilities to a statutory trust formed under the laws of the State of Maryland (the “Liquidating Trust”), deregister with the SEC, which the Company expects to occur on
November 9, 2026, and terminate its existence by voluntary dissolution. The purpose of the Liquidating Trust is to wind up the Company’s affairs and liquidate the Company’s remaining assets, to preserve the value of such assets in
connection with their orderly liquidation and, after satisfying or providing for the Company’s remaining liabilities, to distribute such assets or the proceeds thereof to the holders of the beneficial interests of the Liquidating Trust (the
“Beneficial Interests”). After the transfer of the Company’s assets and liabilities to the Liquidating Trust, the Company intends to distribute the Beneficial Interests to the stockholders of the Company on a one-for-one basis.
Following the transfer of the Company’s assets and
liabilities to the Liquidating Trust, subject to certain limited exceptions including transfer by will, intestate succession or operation of law, the Beneficial Interests will not be transferable, nor will holders of Beneficial Interests have
authority or power to sell or in any other manner dispose of their Beneficial Interests. The Beneficial Interests will not trade on the NYSE or any other exchange. The rights of holders of Beneficial Interests in the Liquidating Trust will not be
represented by any form of certificate or other instrument.
Based on guidance previously provided by the SEC in similar circumstances, assuming the
Company terminates its existence as described above, the Company anticipates that the Liquidating Trust will be required to file only annual reports on Form 10-K (using the SEC file number of the Company)
containing unaudited financial statements, as well as current reports on Form 8-K (also filed using the SEC file number of the Company).
The Company expects ACREFI Management, LLC, or one of its affiliates, to be retained as manager of the Liquidating Trust to oversee the day-to-day operations of the Liquidating Trust. The actual amount and timing of payment of any additional liquidating distribution(s) would be made by the board of trustees of
the Liquidating Trust in its sole discretion.
Material U.S. Federal Income Tax Consequences
Information regarding the expected U.S. federal income tax consequences of any additional liquidating distributions, as well as the Plan, are summarized in the
Company’s definitive proxy statement, filed with the SEC on August 24, 2026, for the special meeting of shareholders held on September 29, 2026, which is available free of charge through the website maintained by the SEC at
http://www.sec.gov. However, the tax treatment described may vary depending on each shareholder’s particular situation.
About Apollo Commercial Real Estate Finance, Inc.
On September 29, 2026, the Company’s stockholders approved the liquidation and dissolution of the Company in accordance with the Plan. Prior to
stockholder approval of the Plan, the Company operated as a real estate investment trust that primarily originated, acquired, invested in and managed performing commercial first mortgage loans, subordinate financings and other commercial real
estate-related debt investments. The Company plans to sell all assets in an orderly fashion and return net proceeds from asset sales and cash on hand to stockholders, subject to payment of the Company’s liabilities and obligations and the
creation of associated reserves. The Company is externally managed and advised by ACREFI Management, LLC, a Delaware limited liability company and an indirect subsidiary of Apollo Global Management, Inc., a high-growth, global alternative asset
manager with approximately $1.05 trillion of assets under management as of June 30, 2026.
Additional information can be found on the Company’s
website at www.apollocref.com.
Forward-Looking Statements
Certain statements contained in this press release constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. Forward-looking statements are subject to substantial risks and
uncertainties, many of which are difficult to predict and are generally beyond the Company’s control. These forward-looking statements include information about possible or assumed future results of the Company’s business, financial
condition, liquidity, results of operations, plans and objectives. When used in this release, the words believe, expect, anticipate, estimate, plan, continue, intend, should, may or similar expressions, are intended to identify forward-looking
statements. These statements are subject to certain risks, uncertainties and assumptions, including: risks associated with the actual amount or timing of the Company’s sales of assets and liquidating distributions; unexpected costs or
unexpected liabilities that may arise from the transactions contemplated by the Plan; and the Company’s ability to realize the results of its Plan. For a further list and description of such risks and uncertainties, see the reports filed by
the Company with the Securities and Exchange Commission. The forward-looking statements, and other risks, uncertainties and factors are based on the Company’s beliefs, assumptions and expectations of its future performance, taking into account
all information currently available to the Company. Forward-looking statements are not predictions of future events. The Company disclaims any intention or obligation to update any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
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