Form 4: Apollo Global Insider Enters Forward Sale Contract

Joshua Harris and MJH Partners II LLC entered a delayed draw variable share forward sale contract for up to 1,000,000 Apollo Global Management shares.

Summary

• Joshua Harris and MJH Partners II LLC, through its subsidiary MJH Partners III LLC, entered into a delayed draw variable share forward sale transaction with an unaffiliated bank on December 11, 2025.
• The agreement relates to up to 1,000,000 shares of Apollo Global Management, Inc. common stock, obligating MJHP III to deliver these shares or an equivalent amount of cash.
• MJHP III pledged 1,000,000 shares of Common Stock to secure its obligations under the agreement.
• MJHP III retains voting and ordinary dividend rights in the pledged shares during the term of the pledge, subject to certain payments to the Bank regarding dividends.
• MJHP III has the option to receive a prepayment from the Bank for portions of the transactions.
• The number of shares or cash to be delivered at settlement depends on the Common Stock's volume-weighted average price (Settlement Price) relative to a predetermined Floor Price and Cap Price.
• Joshua Harris exercises voting and investment control over MJH Partners II LLC and its subsidiary MJHP III, which is an estate planning vehicle.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive for the reporting person as it allows for strategic financial management (e.g., estate planning, liquidity) while retaining some control and potential upside. For the company, it's largely neutral as it's an insider transaction rather than an operational update, though it does indicate a significant shareholder is managing their equity position.

Positives

• The reporting person retains voting and ordinary dividend rights on the pledged shares during the term of the pledge, providing continued influence and income.
• The agreement includes an option for MJHP III to receive a prepayment from the Bank, offering potential immediate liquidity.
• The structure of the variable share forward sale can be used for strategic financial planning, including estate planning, as indicated by MJHP II being an 'estate planning vehicle'.

Negatives

• MJHP III is obligated to deliver up to 1,000,000 shares of Apollo Global Management common stock, or an equivalent amount of cash, at settlement.
• The complex settlement mechanism, based on Floor Price, Cap Price, and Settlement Price, introduces uncertainty regarding the exact number of shares or cash to be delivered.
• The transaction effectively caps the upside participation for the reporting person on a portion of the shares if the stock price rises significantly above the Cap Price, depending on the settlement scenario.

Risks

• Market risk: Fluctuations in Apollo Global Management's common stock price will directly impact the settlement terms and the value of the transaction, potentially leading to a less favorable outcome for the reporting person.
• Counterparty risk: There is a risk associated with the unaffiliated bank's ability to fulfill its obligations under the Master Confirmation.
• Liquidity risk: If MJHP III elects to settle in cash, it must have sufficient cash available or sell shares in the open market, which could be impacted by market conditions.
• Regulatory and legal risk: The complexity of the financial instrument may carry risks related to interpretation, compliance, and potential unforeseen regulatory implications.

Future Outlook

The filing details a future-dated financial transaction by a significant beneficial owner, indicating a strategic move to manage equity exposure or for estate planning purposes. It does not provide guidance on the company's operational or financial performance.

Industry Context

This transaction represents a common strategy employed by large shareholders or executives to manage significant equity positions, often for diversification, liquidity, or estate planning. Delayed draw variable share forward contracts allow shareholders to monetize a portion of their holdings while potentially retaining some upside exposure and voting rights, without immediately selling shares into the market. This type of instrument is frequently used in the financial services industry by principals of private equity firms like Apollo Global Management.

Comparison to Industry Standards

• Delayed draw variable share forward sale transactions are a standard financial instrument used by high-net-worth individuals and institutional investors to manage large equity holdings, similar to those seen with other founders or major shareholders of publicly traded alternative asset managers.
• The retention of voting and dividend rights during the pledge period is a common feature in such structured transactions, allowing the reporting person to maintain influence over the company.
• The use of a Floor Price and Cap Price to determine settlement terms is typical for variable share forward contracts, providing a defined range for potential outcomes for both the seller and the counterparty bank.

Related Party Transactions

• Joshua Harris, a significant beneficial owner and affiliate of Apollo Global Management, Inc., is a reporting person and exercises voting and investment control over MJH Partners II LLC and its subsidiary MJHP III, which entered into this transaction.

Stakeholder Impact

• Shareholders: The transaction involves a significant beneficial owner managing their equity stake, which could be interpreted as a strategic financial move. The potential future delivery of shares could lead to minor dilution if settled in shares, but the impact is likely limited given the overall share count.
• Employees: No direct impact on employees is indicated by this filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this filing.

Next Steps

• Settlement of the forward sale contract will occur on relevant settlement dates for up to fifteen components, with terms determined by the stock's price relative to the Floor and Cap Prices.

Key Dates

Keywords

Apollo Global Management, APO, Joshua Harris, MJH Partners, Form 4, Insider Transaction, Forward Sale Contract, Derivative Securities, Equity Derivatives, Estate Planning