Apollo Commercial (ARI) Stock: Liquidation, $3.75 and $4.10 Paid

Six quarters: the dividend and what earned it

ARI measures itself with “Distributable Earnings,” its own non-GAAP number, and states it per diluted share. Through the first quarter of 2026 the $0.25 quarterly dividend was roughly matched by it. The quarter that ended the pattern is the second, when the sale closed.

Sources: Forms 10-Q and 10-K, and the August 10, 2026 release. Q1 2025 Distributable Earnings were $0.24 when first reported and are shown as $0.26 in the Q1 2026 10-Q, which recast the comparison. The Q4 2025 figure is from the February 10, 2026 release. The Q2 2026 Distributable Earnings of $(349) million include a $339.1 million net realized loss, almost all of it ($335.0 million) the write-off of a Specific CECL Allowance on loans that Athene bought, and a $30.7 million loss on extinguishing debt.

Over the full year 2025 the dividend was $1.00 a share, down from $1.20 in 2024 and $1.40 in 2023. Distributable Earnings per share were $0.98 before realized items and $1.05 after, so the 2025 dividend was covered 98% by the first (our arithmetic). The February 10, 2026 release lists the two annual figures as “$0.98 and $1.05” in an order that reads as if Distributable Earnings were $0.98; the 10-K table shows $1.05 for Distributable Earnings and $0.98 for the measure before realized loss and litigation gain. We use the 10-K.

The Athene sale: price, process and who was on both sides

The conflict is stated in the documents themselves: the buyer and the manager belong to the same group, so ARI's board acted on the unanimous recommendation of a special committee of independent and disinterested directors, and the proxy lists six outside parties whose strategy proposals Apollo told ARI were not compelling. Our reading is limited to what the filings say; we did not read the purchase agreement exhibits or the fairness opinion. The April 24 release called the sale “a compelling premium to where the stock has traded in recent years”; we have no price series of our own to test that, and ARI bought back 11,453,999 of its own shares in the first half of 2026 at a weighted-average $10.76 (Q2: 8,579,855 shares at $10.85, 90% of the $12.01 March 31 book value, our arithmetic).

What was sold: the loan book and the reserves

The sale removed the whole credit book. At December 31, 2025, the last full balance sheet before the deal, ARI held 56 loans with a carrying value of $8.8 billion, 99% first mortgages and 96% floating rate (Q4 2025 supplement), and $9.2 billion of principal.

The last row sums the three small categories (3.7%, 3.4% and 5.1%) and the last geography row sums Midwest (8.6%) and Other (9.8%), our arithmetic. UK and other Europe together were 42.9% of the book (our arithmetic). Risk ratings at December 31, 2025: one loan rated 2 ($654.6 million), 51 rated 3 ($7,918.7 million), one rated 4 ($73.1 million) and three rated 5 ($166.6 million, net of Specific CECL Allowance), weighted average 3.0. At March 31, 2026 it was 54 loans, $9.3 billion of principal, a 6.4% weighted-average cash coupon and $655 million of unfunded commitments.

In Q2 2026 ARI wrote off $335.0 million of Specific CECL Allowance on the loans sold and reversed the $41.2 million General allowance as the loans left. Of the $338.0 million Specific allowance, $335.0 million sat on loans that were sold, at carrying value net of the allowance rather than 99.7% of commitment; the other $3.0 million was on the Chicago hotel loan, repaid at a discount. The $2.6 million “discount on the Asset Sale compared to our loan’s cost basis” was the whole realized loss on the pricing itself.

What ARI still owns on June 30, 2026

The three real estate owned properties are the D.C. Hotel (net assets $157 million after ARI repaid a $73.7 million mortgage in Q2), the Brooklyn Multifamily Development ($662 million of net assets, $371 million of construction financing, a maximum commitment of $388 million, 99% of market units leased) and the Atlanta Hotel ($68 million). The Q2 supplement counts a fourth item, an equity interest in a joint venture with other Apollo-managed entities that owns two hospitals in Massachusetts ($25 million), to give four properties with net assets of $912 million and net equity of $541 million. It reports that ARI has a letter of intent from a third party to buy the hotel in the D.C. column. Real estate owned produced net income of $8.5 million in Q2 2026. Net interest income fell to $8.1 million from $43.1 million a year earlier because the loans were gone for two of the three months.

The 7.25% Series B-1 preferred ($169.3 million, $25.00 a share) was redeemed in full on July 15, 2026, so the common is now the only security left. The 4.625% senior secured notes ($500 million, due 2029) were called for redemption on June 15, 2026, and the revolver and term loan were terminated at closing. A dividend reinvestment and direct purchase plan was suspended on September 29, 2026.

The liquidation plan: what was promised

The proxy builds the range from broker opinions of value, indications of interest and contracts for the properties, less sale costs, operating expenses, manager fees, wind-up costs and taxes. It says the estimate “does not take into account interest rate, market or other changes” after July 9, 2026 and that ARI does not plan to update it. The dissolution passed with 72,217,727 votes for, 799,088 against and 439,400 abstaining; the required vote was a majority of all shares entitled to vote, and the votes for were 56.2% of the 128,544,353 shares outstanding (our arithmetic). The advisory vote on executive pay was 68,240,751 for and 4,229,423 against. Directors and officers owned 694,432 shares at July 9, which the proxy values at $5.4 million to $5.9 million at the range. Shareholders have no appraisal rights.

What happens on November 6 and after

ARI's October 16 8-K and release set the order: Form 25 on or about October 27; last NYSE trading day expected November 6; transfer of all remaining assets and liabilities to a statutory trust formed under Maryland law and deregistration with the SEC, expected November 9, 2026; then voluntary dissolution. The company says it “intends to distribute the Beneficial Interests to the stockholders of the Company on a one-for-one basis,” that they “will not trade on the NYSE or any other exchange,” and that the trust expects to file only annual reports on Form 10-K “containing unaudited financial statements” and current reports on Form 8-K under ARI's SEC file number. The manager, ACREFI Management or an affiliate, is expected to run the trust for a base fee of 0.50% a year of net assets in liquidation, payable in cash, on a one-year term that renews automatically; the existing management agreement terminates with a waived termination fee (8-K, September 29). The amount and timing of later distributions will be set by the trust's board “in its sole discretion.”

The Q3 2026 10-Q is not on EDGAR as of October 19. A large accelerated filer's deadline is 40 days after quarter-end, November 9, 2026 (our arithmetic), the same day deregistration is expected, and the September 29 8-K says the termination agreement “will be filed as an exhibit” to that 10-Q. Whether it is filed is not stated; the next ARI-numbered filings are the Form 25, the declaration or payment of the $4.10 and the trust's 8-Ks.

Tax points the proxy states

The $3.75 is “predominately classified as return of capital” and the final character will be on the Form 1099 in January 2027 (Q2 supplement). For the plan, the proxy says distributions “should not be taxable to you” until they exceed adjusted tax basis in your shares, and then are capital gain; if the final distributions are less than basis you generally recognize a capital loss in the year of the final one. It also warns that moving assets into a liquidating trust “will be a taxable event to our stockholders notwithstanding that the stockholders may not concurrently receive a distribution of cash,” and that tax-exempt U.S. holders of trust interests are “likely to realize unrelated business taxable income.” That last point matters if the shares sit in an IRA: see self-directed IRA rules for real estate. We have not read the tax section beyond these statements; the tax treatment depends on your basis.

How ARI compares with the listed mortgage REITs and non-traded credit vehicles

ARI is not a comparison of yields any more. It is a case of a listed credit REIT ending its public life by selling its loans to an affiliate of its own manager, closer to the Aimco story in Aimco (AIV) stock: liquidation than to a dividend payer. For the mortgage REITs still operating, read Blackstone Mortgage Trust, Starwood Property Trust, Franklin BSP Realty Trust and the sector summary in commercial mortgage REIT dividends and delinquencies. For a non-traded vehicle holding similar real estate debt, see Starwood Credit Real Estate Income Trust. The Apollo side of the transaction, including ARI's disappearance from Apollo's reported assets under management, is in Apollo Global Management (APO) stock.

What a holder or reader can do with this

This is analysis of public documents, not investment, legal or tax advice. Questions the filings answer, for someone who owns ARI:

• Know your record date. The $4.10 goes to holders of record on October 20, 2026, and shares trade with due bills through October 29. Your broker handles the due bill; ARI says it has no obligation for it.
• Compare what you got with what you paid. $3.75 plus $4.10 is $7.85; the estimate adds $3.65 to $4.40, for a total of $11.50 to $12.25 on the proxy's arithmetic. Your gain or loss is against your own basis.
• Plan for an illiquid piece. After about November 6, what is left is a trust interest you cannot sell. The proxy's $3.65 to $4.40 depends on selling a Washington hotel, a Brooklyn apartment tower and an Atlanta hotel.
• Check where the shares are held. In an IRA, ask the custodian about the trust and unrelated business taxable income. Non-U.S. holders face withholding questions the proxy describes.
• Read the next filings, not a price chart. The Form 25, the trust's declaration of trust and the first 8-Ks are the documents that fix your rights.

If ARI was a large part of the income you live on, the question has moved to what you do with $8 or more a share of returned cash, which is a question about your whole position, not this filing. Our email alert tells you when ARI files with the SEC.

FAQ

All figures are from Apollo Commercial Real Estate Finance, Inc. (CIK 1467760) SEC filings read on EDGAR on October 19, 2026: Forms 10-Q for the quarters ended June 30, 2026 (accession 0001193125-26-342628), March 31, 2026 (0001193125-26-187094), September 30, 2025 (0001193125-25-258572), June 30, 2025 (0000950170-25-099645) and March 31, 2025 (0000950170-25-058066); Form 10-K for 2025 (0001193125-26-044725); the definitive proxy statement DEFM14A of August 24, 2026 (0001193125-26-363807); and the 8-Ks of January 28 (0001193125-26-027340), February 10 (0001193125-26-045193), April 22 (0001193125-26-168732), April 24 (0001193125-26-177686), June 15 (0001193125-26-271542), August 10 (0001193125-26-343027), September 16 (0001193125-26-393256), September 29 (0001193125-26-407837) and October 16, 2026 (0001193125-26-424253), with their press-release and investor-presentation exhibits. The $4.10 initial liquidating distribution, its record, payment and ex-dividend dates and the due-bill terms come from the company's October 9, 2026 press release (GlobeNewswire, mirrored on finviz.com), not an SEC filing found on EDGAR. Coverage ratios, sums, percentages of shares and the remaining-per-share range are our arithmetic. Distributable Earnings is defined by ARI and is not comparable across companies. We do not quote a share price. This is analysis of public documents, not investment, legal or tax advice.