ARI stockholders approve dissolution and liquidation; manager waives termination fee

Apollo Commercial Real Estate Finance, Inc.

Special Meeting held Sept 29, 2026: 73,456,215 shares represented, ~57.1% of outstanding; Dissolution Proposal passed 72,217,727 for, 799,088 against, 439,400 abstain.
Advisory Executive Compensation Proposal approved 68,240,751 for vs 4,229,423 against, 986,035 abstain, covering payments to named executive officers tied to the liquidation.
Termination Agreement signed Sept 29, 2026 ends the amended and restated management agreement with ACREFI Management, LLC; the Manager waived any termination fee.
Termination effective when Maryland's SDAT accepts articles of dissolution; ARI pays accrued Manager compensation and reimbursable expenses then unpaid.
Adjournment proposal was not presented because the Dissolution Proposal passed; Definitive Proxy Statement was filed Aug 24, 2026.

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