Form 4: Apollo Global Management Insider Joshua Harris Enters into Forward Sale Contracts

Joshua Harris, through affiliated entities, entered into delayed draw variable share forward sale transactions involving Apollo Global Management common stock.

Summary

• Joshua Harris, through MJH Partners III LLC, entered into delayed draw variable share forward sale transactions with two unaffiliated banks.
• The transactions are governed by Master Confirmations dated February 20, 2024, and September 19, 2023, with Bank 1 and Bank 2, respectively.
• Each agreement relates to up to 500,000 shares of Apollo Global Management common stock.
• MJH Partners III is obligated to deliver up to 500,000 shares to each bank or, under certain circumstances, an equivalent amount of cash.
• MJH Partners III pledged 500,000 shares to each bank to secure its obligations under the agreements, retaining voting and dividend rights.
• The number of shares to be delivered on the settlement date depends on the Settlement Price, Floor Price, and Cap Price, as defined in the agreements.
• MJH Partners II LLC is an estate planning vehicle affiliated with Joshua Harris, who exercises voting and investment control.
• The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

Sentiment

Score: 5

Explanation: Neutral sentiment as it's a disclosure of a financial transaction. The impact on the company is indirect and depends on market reaction and future stock performance.

Risks

• The value received from the forward sale contracts is dependent on the future stock price of Apollo Global Management.
• MJH Partners III is obligated to deliver shares or cash, which could be a liability if the stock price increases significantly.
• The agreements are complex and involve various price points (Floor Price, Cap Price, Settlement Price) that could impact the final outcome.

Future Outlook

The future financial impact depends on the settlement price of Apollo Global Management's common stock relative to the Floor Price and Cap Price defined in the agreements.

Management Comments

• Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.
• This report shall not be deemed an admission that the Reporting Persons are a member of a group or the beneficial owner of any securities not directly owned by the applicable Reporting Person.

Industry Context

Forward sale contracts are often used by insiders to monetize their holdings while deferring capital gains taxes and maintaining some level of control over the timing of the sale.

Comparison to Industry Standards

• Forward sale contracts are a relatively common tool used by executives at publicly traded companies to manage their personal finances and diversify their holdings.
• Similar transactions have been undertaken by executives at companies like Blackstone and KKR, which are also in the alternative asset management industry.
• The specific terms of the agreements, such as the Floor Price and Cap Price, would need to be compared to similar transactions to assess their favorability.

Stakeholder Impact

• The transactions could potentially impact shareholders if the market perceives the forward sale contracts negatively.
• The impact on employees, customers, suppliers, and creditors is likely to be minimal.

Key Dates