SEC Form 3 · accession 0000950142-26-002355

Apollo Global Management, Inc. · APO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On August 7, 2026, the Reporting Person entered into a variable share forward transaction (the "Transaction") in accordance with Rule 144 under the Securities Act of 1933 with an unaffiliated financial institution (the "Bank") pursuant to a Master Confirmation entered into between the Reporting Person and the Bank, dated June 18, 2026 (the "Agreement") relating to up to 2,000,000 shares of common stock of the Issuer, par value $0.00001 per share ("Common Stock") and obligating the Reporting Person to deliver to the Bank up to 2,000,000 shares of Common Stock (or, at the Reporting Person's election, subject to satisfaction of certain conditions under the terms of the Transaction, an equivalent amount of cash) to settle the Transaction.
• F2The Reporting Person pledged 2,000,000 shares of Common Stock (the "Pledged Shares") to secure its obligations under the Transaction, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if the Reporting Person settles the Transaction in cash), subject to certain payments the Reporting Person may need to make to the Bank with respect to dividends under the terms of the Agreement. Under the terms of the Agreement, the Reporting Person will receive a prepayment from the Bank equal to the product of (i) the aggregate number of shares underlying the Transaction and (ii) a percentage of the initial share price, which will be determined following a hedging period.
• F3Under the Transaction, on the relevant settlement date for each of the up to 8 components, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that will be determined following a hedging period (the "Floor Price"), the Reporting Person will deliver to the Bank the ratable portion of the Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and a cap price that will be determined... (Continued in Footnote 4)
• F4(Continued from Footnote 3) ... following a hedging period (the "Cap Price"), the Reporting Person will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, the Reporting Person will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

Remarks

The Reporting Person may be deemed to be a member of a "group" for the purposes of the Securities Exchange Act of 1934 by virtue of being a party to the Apollo Global Management, Inc. Stockholders Agreement. The Reporting Person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the Reporting Person. This report shall not be deemed an admission that the Reporting Person is a member of a group or the beneficial owner of any securities not directly owned by the Reporting Person. The Reporting Person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.