Apollo Realty Income Solutions (ARIS REIT) Review: NAV & Vote

Updated October 20, 2026: September NAV, the definitive proxy and a board policy that already applies the charter changes. The Form 424B3 Supplement No. 9, filed October 19, 2026, sets NAV per share at September 30, 2026 at Class I $21.1732, Class S $21.3022, Class D $21.3928, Class F-I $21.1306, Class A-I $21.8169 and Class A-III $21.7546, with total NAV of $1,839,543,000 on 84,543,000 shares and units (August 31: $1,780,090,000 and 82,199,000). These are the transaction prices for subscriptions accepted as of November 1 and repurchases as of October 31. The components table shows $1,196,400,000 of investments in real estate, $1,243,632,000 of real estate debt investments, $104,455,000 of cash and $590,671,000 of secured debt arrangements. The offering has issued about 25.7 million shares in the primary offering for about $551.5 million of proceeds. The definitive proxy statement of October 16, 2026 is the same as the October 6 draft in substance: it fills in the mailing date (October 16), repeats the registration deadline for the virtual meeting (11:59 p.m. Eastern on December 18, 2026) and gives June 18, 2027 as the deadline for stockholder proposals for the 2027 meeting. The new fact is in the NAV supplement: the state regulators also required the board to adopt a policy, and on September 25, 2026 it did, “to act consistently with certain standards requested by these state securities administrators.” The proxy does not mention the policy. No repurchase data for the third quarter exists yet (the Form 10-Q for the quarter has not been filed); the latest is the second-quarter table below. The September distribution and the earlier figures in the next box are unchanged.

Updated October 11, 2026: August NAV, the September distribution and what the December 21 charter amendment actually changes. The Form 424B3 supplement filed September 17, 2026 puts total NAV at $1,780,090,000 at August 31, 2026 (82,199,000 shares and units), with NAV per share of Class I $21.0990, Class F-I $21.0485, Class A-I $21.7116, Class A-III $21.6516, Class S $21.2338 and Class D $21.3142; these are the prices for subscriptions accepted as of October 1 and repurchases as of September 30. The 8-K of September 30, 2026 declares a gross September distribution of $0.1125 per share (August: $0.1124), payable on or about October 20. In the preliminary proxy of October 6, 2026, ARIS says the state securities administrators who required the charter amendment did so because three charter provisions “vary from the exact wording in the NASAA REIT Guidelines”: a new definition of “Conduct Standards” (Article V), a wider indemnification limit (Section 13.3(c)) and a broader suitability check (Section 6.9.2). The full text is in the section on the December 21 vote below. The Q2 2026 10-Q also shows how far repurchases are from the plan's limits: 0.40%, 0.49% and 0.28% of NAV in April, May and June (1.16% for the quarter), against a 2% monthly and 5% quarterly cap. No Form 10-Q for the third quarter has been filed yet.

Why this review exists: a never-gated REIT that launched into the storm

CrowdfundedWealth's 2026 non-traded NAV REIT cluster sorts these vehicles by the question that mattered most when rates spiked: did the redemption window stay open? On the strong, non-gated end sit JLL Income Property Trust (4.0) and Nuveen Global Cities REIT (3.9). Brookfield REIT (3.3) showed that not gating is necessary but not sufficient. On the cautionary, gated end sit Blackstone's BREIT (3.0) and Starwood's SREIT (2.0).

Apollo's ARIS adds a different kind of data point: a vehicle that launched into the downturn rather than being caught by it. ARIS broke escrow on December 22, 2022 — weeks after BREIT began pro-rating redemptions in November 2022, while the Fed's hiking cycle was repricing commercial real estate. Its first NAV, at December 31, 2022, was $136.6 million, almost all of it still cash. Three and a half years later it has a NAV slightly above launch, a distribution still covered by operations, low leverage and a clean redemption record. That is the bull case, and it is real.

One disambiguation before the analysis: ARIS is not the same vehicle as the Apollo Diversified Real Estate Fund (tickers GIREX/GRIFX), Apollo's registered 1940-Act interval fund formerly named the Griffin Institutional Access Real Estate Fund. ARIS is a non-traded NAV REIT; the Diversified fund is a closed-end interval fund taxed as a RIC.

The bear case is also real, and 2026 sharpened it: the distribution cushion thinned, leverage and property purchases rose, one loan is in a borrower's bankruptcy, and the governance record includes a C-suite rebuild and two quorum failures. This review is built from primary SEC EDGAR filings under CIK 1882850: the FY2025 10-K, the Q2 2026 10-Q, the July 31, 2026 NAV supplement, and the 8-Ks cited below.

The redemption record: clean, and not yet tested

Give ARIS full credit. The FY2025 10-K states that "The Company satisfied all repurchase requests during the years ended December 31, 2025, 2024, and 2023" — $0.2 million, $8.3 million and $33.8 million respectively. The Q2 2026 10-Q adds $35.0 million in the first half of 2026 ($17.6 million in the second quarter) and says the company "had no unfulfilled repurchase requests as of June 30, 2026." The plan limits repurchases to 2% of aggregate NAV per month and 5% per calendar quarter; it was amended and restated alongside the follow-on offering that became effective on June 26, 2025. The Q2 2026 10-Q's repurchase table puts April at 0.40% of NAV, May at 0.49% and June at 0.28%, or 1.16% for the quarter: the busiest month used about a quarter of the 2% monthly limit and the quarter under a quarter of the 5% limit. With no unfulfilled requests, there was nothing to pro-rate.

The honest caveat is scale and flow. A 5% quarterly cap on ARIS's $1.72 billion NAV at June 30, 2026 is about $86 million; actual second-quarter repurchases were $17.6 million, while the fund raised $99.9 million of net proceeds in the same quarter. BREIT's peak month, January 2023, brought $5.3 billion of requests. A young fund that is still taking in more money than it pays out has not faced the situation that forced the gates elsewhere. "Never gated" here is genuine; it is not the same as "could never be gated." Redemption Discipline scores 4.3.

The distribution: earned by operations, with less room in 2026

Distribution coverage is where ARIS separates itself from much of the cluster — and where the 2026 filings add a caveat the 2025 ones did not.

On every measure the 2025 distribution was covered, and in 2026 it still is by cash flow and FFO. But AFFO — which strips straight-line rent and other non-cash items — fell below the payout in the first half of 2026, because depreciation-heavy property purchases and repo borrowing grew faster than income. That is not a crisis at 95%; it is the number to watch in the November 10-Q. The gross distribution has barely moved: $0.1124 per share for August 2026 (8-K filed August 31, 2026) and $0.1125 for September 2026 (8-K filed September 30, payable on or about October 20), with the management fee deducted class by class from that gross, which is why Class I nets $0.0900 and Class A-III $0.0970 in both months.

The other caveat is tax character. ARIS's earnings are debt-heavy — $91.4 million of income from real estate debt against $37.0 million of rental revenue in 2025 — and the 10-K does not disclose how distributions were characterized for tax purposes. Do not confuse the "100% from operating cash flow" line, which is a source-of-cash disclosure, with the tax label on a 1099-DIV: BREIT, for example, covered 96% of its 2025 distribution with operating cash flow and still classified 100% of it as return of capital for tax. Confirm the character on your own statements. Distribution Quality scores 3.8.

The structure: a hybrid that is now half debt, half buildings

ARIS is not a pure property REIT. At December 31, 2025, about 61% of its portfolio by fair value was real estate debt and 39% owned property. Four purchases in the first half of 2026 — a 698,000 sq ft warehouse in McDonough, Georgia, a 1,200,300 sq ft one in Mesa, Arizona, an 806,000 sq ft one in San Bernardino, California and the 270-unit Masons Keepe apartments in Manassas, Virginia — moved that to 51% real estate and 49% debt at June 30, 2026.

Two things follow. First, the floating-rate loan book explains why ARIS held up in 2023-2025: it earned more as rates rose while equity-heavy peers took valuation marks. Second, the occupancy headlines describe only the property half; credit problems show up in the debt half. There is one to track: a commercial mortgage loan carried at $17.7 million at June 30, 2026 is past its contractual maturity, and its borrower filed for Chapter 11 in 2025. ARIS says it has received every monthly interest payment and $5.2 million of principal since maturity and "determined that the loan is fully recoverable"; no loan was on non-accrual status. At about 1.5% of the debt book it is small — but the data-center concentration (33% of loan collateral) is the larger, untested bet. Portfolio Quality scores 3.5.

Performance and NAV: positive, but read the right class

Class F-I, the launch class, is up 5.7% on its $20.00 price before distributions (NAV $21.1306 at September 30, 2026); Class I, first sold later, has moved only from $20.9716 at the end of 2024 to $21.1732 at September 30, 2026. Total return is the better measure: 4.9% (Class S) to 6.9% (Class A-III) in 2025, and 5.2% to 7.4% a year since inception at June 30, 2026, without upfront commissions. That beats Brookfield REIT, whose NAV was $10.53 in July 2026 after a $10 launch, and SREIT, whose Class I fell from $26.34 at the end of 2022 to $19.41 in July 2026. The asterisk is duration and regime: three and a half years, earned in a rate environment that flattered a floating-rate loan book. A sustained rate-cutting cycle would compress the income that has done much of the work. Performance scores 3.0.

Leverage and the balance sheet: still low, now rising

At 0.4x debt to NAV, ARIS remains far less levered than BREIT (44% at June 30, 2026 on BREIT's own measure). But the direction is up, and most of the increase is floating-rate repo borrowing against the loan book: the JPMorgan facility runs to October 2028 and the Barclays one to July 2030 only if extension options are exercised with the lenders' consent. Repo financing is less patient than a mortgage: the 10-K warns that the value of the loans pledged can fall below what ARIS owes, and that a counterparty can liquidate them after a default. By the July 31, 2026 NAV supplement, secured debt had risen again to $540.4 million; the August 31 supplement shows $540.5 million of secured debt arrangements (net), $232.1 million of mortgage notes, $82.9 million of cash and $1.17 billion of real estate debt investments against $1.19 billion of owned real estate. The September 30 supplement (October 19) shows secured debt arrangements of $590.7 million (net) and mortgage notes and the revolving credit facility of $225.4 million, against $104.5 million of cash, $1.24 billion of real estate debt investments and $1.20 billion of investments in real estate: the secured debt, which is mostly repo against the loan book, grew by about $50 million in a month. Leverage still scores 4.0, the lowest-risk line on the scorecard, but it is the one most likely to move.

Fees

For the retail classes, the structure matches BREIT's 1.25% plus 12.5% over a 5% hurdle and is more expensive than Nuveen Global Cities REIT, which charges no performance fee. But the retail classes are a small part of ARIS: at July 31, 2026, Classes S, D and I together held about $33 million of NAV, while Class A-III held $1.03 billion and Class A-I $489 million. Holders of record on March 10, 2026 tell the same story: 4,183 in A-III, 1,858 in A-I, 191 in F-I, 151 in I, 14 in S and one in D. Two dates matter to the anchor holders: the A-III discount ends on January 2, 2027, and the adviser is recovering its advanced start-up costs from the fund through 2029. Fee Structure scores 3.0.

Governance: a rebuilt C-suite and two quorum failures

In 2024 ARIS replaced every officer who launched it:

Each departure filing says it was not the result of a dispute, and the replacements came from inside Apollo. The more unusual record is the shareholders'. A quorum requires holders of at least 50% of outstanding shares. On December 20, 2024, ARIS reconvened its 2024 annual meeting, still lacked a quorum and, having reached the last date Maryland law allowed for that record date, permanently adjourned it: directors stayed on as holdovers and the auditor went unratified (8-K, December 20, 2024). The 2025 meeting was adjourned for the same reason on November 25, 2025 and completed on December 19, 2025, when all seven directors were elected and Deloitte ratified. For a fund sold through advisers to thousands of passive holders this is a known pattern — CrowdfundedWealth tracks it across the sector in the non-traded REIT quorum failures report — but it means that if ARIS ever needs a shareholder vote quickly, it cannot count on getting one. Sponsor Credibility scores 4.0 on the strength of Apollo (about $938.4 billion of AUM and $121.5 billion in real estate at December 31, 2025), with the governance record as the offsetting caution.

The December 21, 2026 vote: a charter change that needs more than a quorum

ARIS filed its preliminary proxy on October 6, 2026 and the definitive one on October 16, 2026, the date it began sending the materials to stockholders. The 2026 annual meeting is set for December 21, 2026 at 1:00 p.m. Eastern, online only, with a record date of September 25, 2026; to attend and vote at the meeting you must register at proxyvote.com by 11:59 p.m. Eastern on December 18, 2026, and holders in street name need a legal proxy from their broker. Three items are on the ballot: the election of seven directors, the ratification of Deloitte & Touche, and a charter amendment that the company did not choose to propose. In its words, “as a condition to registering our ongoing public offering in these states, these securities administrators have required that we propose the Proposed Charter Amendment” to match the recently amended NASAA REIT Guidelines. The change adds a definition of “Conduct Standards” (suitability, Regulation Best Interest, ERISA and fiduciary duties), extends the limits on indemnification for securities-law claims to associated persons of broker-dealers and investment advisers, and adds tax status, time horizon, financial and liquidity needs and risk tolerance to what a seller must check before selling shares. ARIS says it does “not expect the Proposed Charter Amendment to have a meaningful impact on us or our stockholders”, and a full-text search of EDGAR on October 6 found no other proxy with this amendment yet.

What exactly changes, in the proxy's own words. ARIS explains that the securities administrators in certain states “identified provisions in our Charter that vary from the exact wording in the NASAA REIT Guidelines, as recently amended.” There are three edits. First, Article V gets a new definition: “Conduct Standards” means “one or more standards of conduct required of or owed by the Person selling, recommending, or providing investment advice relating to the Shares to the Stockholder or prospective Stockholder” (under federal or state law or self-regulatory standards), including suitability obligations, Regulation Best Interest, ERISA and fiduciary duties. Second, Section 13.3(c) of Article XIII, which bars indemnification for alleged securities-law violations unless the claims were won or dismissed with prejudice on the merits or a court approved a settlement, now reaches an “associated person, registered investment adviser or investment adviser representative” as well as broker-dealers, and covers alleged violations of “Conduct Standards” as well as of securities laws. Third, Section 6.9.2 of Article VI requires the sponsor and each seller or recommending adviser to make “every reasonable effort to determine that the purchase of Common Shares by a Stockholder is in compliance with applicable Conduct Standards”, and the information they must consider now expressly includes the investor's tax status, investment time horizon, financial needs, liquidity needs and risk tolerance. In plain terms: the changes widen who is covered and what a seller must check. The three edited sections do not deal with fees, the repurchase plan or distributions. If approved, the amendment takes effect when the Articles of Amendment are accepted for record by Maryland's State Department of Assessments and Taxation, which ARIS says it will file promptly after the meeting.

What already applies to you before the vote. The October 19, 2026 prospectus supplement says that, as a condition of registering the offering, the securities administrators in certain states “required our board of directors to adopt a policy addressing those differences,” and that on September 25, 2026 the board adopted the “Board Policy with Respect to Certain Charter Provisions”. The policy has the same three parts as the amendment: it defines the standards of conduct that apply to sellers, limits indemnification for alleged violations of securities laws or those standards, and sets additional suitability requirements, including that the seller must keep the records used to determine suitability for at least six years. So for a current holder nothing changes in fees, the repurchase plan or distributions if the amendment passes or fails; the vote turns a board policy into a charter term. The definitive proxy does not mention the policy, and we found nothing in either filing that says what the states would do if the charter vote fails.

The hard part is the arithmetic. Directors need a majority of the votes represented at the meeting (abstentions and broker non-votes count against them too), and the auditor a majority of votes cast (abstentions have no effect there), but the charter amendment needs “a majority of all votes entitled to be cast”, and “abstentions and broker non-votes will have the effect of votes against” it. Brokers cannot vote this item without instructions. That is a higher bar than the 50% quorum that ARIS missed in 2024 and at the first sitting of 2025: not half of the shares present, but half of every share outstanding voting for.

The vote sits with the two anchor classes, held by thousands of passive accounts (4,183 holders of record in A-III and 1,858 in A-I in March 2026), not with any controlling holder. The proxy lists only two holders above 5%: CI PM ARIS BL LP, a Toronto entity, with 4,695,155 shares (5.97%), and Apollo's AAA Sub Fund 2-Y with 5,827,249 Class A-I operating-partnership units (6.90%), which the proxy counts because they can be exchanged one-for-one for shares. Directors and officers as a group hold 68,948 shares. If the amendment fails, the proxy says only that “our Charter will remain the same as it is now”; it does not say what the objecting states would do with the offering, so we do not guess. Two smaller items in the same filing: Bert Crouch, the new CEO, was appointed after the record date, and the Class A-III management fee discount (0.85% instead of 1.00%) still runs only “through January 2, 2027”, eleven days after the meeting. ARIS incurred $12.2 million of management fees in 2025 and paid the $11.9 million earned from December 2024 to November 2025 in 497,311 Class E shares and 55,395 Class E units, not in cash. We track how the sector's 2026 meetings went in the non-traded REIT quorum failures report.

How ARIS fits the NAV REIT spectrum

ARIS lands in the upper-middle of the cluster. On the two axes that separate good from cautionary — did it gate, and is the distribution earned — it still scores well, though the 2026 coverage is thinner than the 2025 headline. What keeps it below JLLIPT and Nuveen is maturity and structure: a three-and-a-half-year-old, half-debt hybrid with rising repo leverage and a rebuilt management team. Compared with the other vehicles CrowdfundedWealth has reviewed: Ares Industrial REIT (3.5) has an eight-year never-gated record but funded only 44.9% of its 2025 distribution from operations; FS Credit REIT (3.6) is a pure CRE-debt vehicle that has paid every redemption while its past-due loans nearly doubled in six months; the diversified Ares Real Estate Income Trust (AREIT) (3.7) has had no gate since 2016; Hines Global Income Trust (3.2) never gated but covered only 9% of its first-half 2026 distribution from operations; and Invesco's INREIT (3.0) is down about 19% from its 2022 peak with a seed investor's exit pushed to 2028. ARIS's never-gated record also separates it from the constrained-liquidity tier: KKR's KREST (3.4), a tender-offer fund pro-rated to about 48%; RREEF Property Trust (3.1), pro-rated in most months since December 2022; and Cantor Fitzgerald Income Trust (2.3), which filled about 17% of requests in March 2026 and 37-52% a month from April to August 2026.

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FAQ

Verdict

Apollo Realty Income Solutions earns 3.2 out of 5. It remains the most promising newcomer in CrowdfundedWealth's NAV REIT cluster: it never gated, even though it launched into the 2022 downturn, and its distribution is still funded by operations. Low leverage, a positive total return and Apollo's platform make the bull case legitimate.

The rating stays at 3.2 because 2026 added as many questions as it answered. AFFO slipped below the distribution in the first half; leverage rose from 0.3x to 0.4x on floating-rate repo lines; the debt half of the portfolio now includes a loan in its borrower's bankruptcy; and a fund that has rebuilt its management team also could not get half its shareholders to vote in 2024.

For an investor weighing ARIS, the three numbers to check in each new filing are AFFO against distributions, the leverage ratio, and the past-due and non-accrual lines in the loan table. Read the Q2 2026 10-Q and the latest 424B3 NAV supplement directly.

Sources

Primary SEC EDGAR filings (CIK 1882850):

• EDGAR filings index
• FY2025 Annual Report on Form 10-K (accession 0001193125-26-100102): repurchases, distributions and sources, FFO/AFFO, fees, holders of record, portfolio at December 31, 2025, officers
• Form 10-Q, Q2 2026 (0001193125-26-344529): repurchases, distributions, FFO/AFFO, portfolio, debt, liquidity, past-maturity loan, NAV at June 30, 2026
• 424B3 Supplement No. 6, July 31, 2026 NAV (0001193125-26-353991)
• 8-K, August 2026 distributions (0001193125-26-376677)
• 424B3 Supplement No. 7, September 17, 2026 (0001193125-26-394293): August 31, 2026 NAV by class, October 1 transaction prices, components of NAV
• 8-K, September 2026 distributions (0001193125-26-409026)
• Preliminary proxy statement PRE 14A, October 6, 2026 (0001140361-26-038670): annual meeting, Proposed Charter Amendment text, voting standards, record-date share counts
• Definitive proxy statement DEF 14A, October 16, 2026 (0001140361-26-039939): mailing date, registration deadline, 2027 proposal deadlines
• 424B3 Supplement No. 9, October 19, 2026 (0001193125-26-425221): September 30, 2026 NAV by class, November 1 transaction prices, components of NAV, offering status, Board Policy with Respect to Certain Charter Provisions
• FY2024 Form 10-K (NAV at December 31, 2024; officers) and FY2022 Form 10-K (escrow break, $20.00 price, NAV at December 31, 2022)
• FY2023 Form 10-K (Calace effective date; Mintz resignation)
• 8-K, January 8, 2024 — CFO notice and interim CFO
• 8-K, November 2024 — COO appointment
• 8-K, December 2024 — Anderson retirement, Lipsey appointment
• 8-K, September 29, 2026 — Lipsey resignation, Crouch appointment and 424B3 of the same day — new investment committee
• 8-K, December 20, 2024 — 2024 annual meeting permanently adjourned without quorum
• 8-K, November 26, 2025 — 2025 annual meeting adjourned for lack of quorum and 8-K, December 23, 2025 — voting results
• Prospectus supplement (424B3) filed April 21, 2026 (0001193125-26-166071): performance participation not paid on Class A-I, A-III or E units; Apollo real estate AUM
• FY2025 Annual Report to shareholders (ARS)

Peer figures come from CrowdfundedWealth's individual reviews linked in the text, each built from that issuer's filings.

Corrected September 15, 2026. This review previously gave the coverage ratio as 116% (117% by the 10-K's figures), used December 31, 2025 portfolio and leverage figures as current, described 57 "loan positions" (32 were CMBS), called 4.9%-6.9% a since-inception return (it was 2025's), dated the CFO's resignation to January 2, 2024 (that was his notice; it took effect March 28), said Class I launched at $20.00 (only Class F-I was sold at launch), stated the headline 1.25% fee without the A-I and A-III rates, described the first-half 2026 repurchase increase as $27.1 million (that was cash paid; repurchases rose from $9.8 million to $35.0 million), compared BREIT's and Brookfield's tax labels with ARIS's cash-source disclosure, and said CrowdfundedWealth earns nothing on the page, which carries a paid advisor-referral box. It did not mention the 2024 and 2025 quorum failures or the past-maturity loan.