SCHEDULE: Joshua Harris Adjusts Apollo Stake with Long-Term Forward Sale

Joshua Harris's entities transferred 1 million Apollo Global Management shares and entered a variable share forward sale transaction with Citibank, N.A., settling in 2030.

Summary

• Joshua Harris, through MJH Partners II LLC and MJH Partners III LLC, reported beneficial ownership of 34,313,690 shares of Apollo Global Management, Inc. common stock, representing 5.9% of the class.
• On December 11, 2025, MJH Partners II LLC transferred 1,000,000 shares of Apollo common stock to MJH Partners III LLC, an estate planning vehicle controlled by Joshua Harris, without any funds or consideration exchanged.
• Concurrently, MJH Partners III LLC entered into a Delayed Draw Variable Share Forward Sale Transaction (Forward Contract) with Citibank, N.A., involving up to 1,000,000 shares of Apollo common stock.
• MJH Partners III LLC pledged 1,000,000 shares to secure its obligations under the Forward Contract but retains ownership, voting, and ordinary dividend rights during the pledge term.
• The Forward Contract obligates MJH Partners III LLC to deliver shares or an equivalent amount of cash to Citibank, N.A. on specified settlement dates in December 2030.
• The number of shares to be delivered or the cash settlement amount will be determined based on the Apollo stock's Settlement Price relative to a predetermined Floor Price and Cap Price.
• MJH Partners III LLC has the option to receive a prepayment from Citibank, N.A. equal to the present value of the Floor Price at maturity for portions of the transaction.

Sentiment

Score: 6

Explanation: The filing reflects a neutral to slightly positive sentiment for the reporting person, as it outlines a sophisticated financial strategy for wealth management and liquidity without immediate divestment of control. For Apollo Global Management, Inc., the impact is largely neutral as it's a beneficial owner's private transaction with no direct operational or financial implications for the company.

Positives

• Joshua Harris maintains voting and ordinary dividend rights on the 1,000,000 pledged shares during the term of the Forward Contract.
• The transaction allows for potential monetization of a portion of the shares without an immediate sale, which can be beneficial for estate planning and liquidity management.
• The structure provides flexibility for settlement in either shares or cash, depending on market conditions and Counterparty's election.
• The Floor Price and Cap Price mechanisms provide a defined range for the transaction's economics, offering some level of price certainty for the reporting person.

Negatives

• 1,000,000 shares of Apollo common stock are pledged as collateral, subjecting them to the terms and conditions of the Forward Contract.
• The reporting person remains exposed to market price fluctuations of Apollo shares, which will determine the final settlement value and potential share delivery obligations.
• Depending on the stock's performance relative to the Floor and Cap prices, the reporting person may be required to deliver more shares or receive less cash at settlement.
• The complexity of the variable share forward sale transaction introduces various contractual conditions and potential adjustments.

Risks

• Market price fluctuations of Apollo Global Management, Inc. common stock could adversely affect the value of the shares to be delivered or the cash settlement amount under the Forward Contract.
• A 'Collateral Event of Default' could occur if the pledged collateral falls below the required amount or if the security interests are not valid and perfected.
• Various 'Additional Termination Events' for the Counterparty (MJH Partners III LLC) could trigger early termination of the Forward Contract, including adverse legal proceedings exceeding USD 5,000,000, amendments to corporate documents, or failure to comply with corporate documents.
• The 'Limit on Beneficial Ownership' clause restricts Citibank, N.A.'s ability to take delivery of shares if it would exceed certain ownership thresholds (e.g., 7.5% Section 16 Percentage or the Applicable Share Limit), potentially delaying settlement or forcing cash settlement.
• Citibank, N.A. has the 'Right to Extend' valuation or delivery dates under certain market liquidity or regulatory compliance conditions, which could impact the timing and value for the Counterparty.
• Additional Disruption Events such as 'Hedging Disruption,' 'Increased Cost of Stock Borrow,' or 'Loss of Stock Borrow' could lead to adjustments or early termination of the Forward Contract.
• The occurrence of an 'Extraordinary Cash Dividend' or 'Different Cash Dividend' could obligate the Counterparty to make cash payments to Citibank, N.A.

Future Outlook

The Delayed Draw Variable Share Forward Sale Transaction has a long-term outlook, with settlement dates specified in December 2030. This indicates a strategy by the reporting person to manage their equity position over an extended period, potentially for estate planning or long-term liquidity, while retaining voting rights in the interim.

Industry Context

Variable share forward contracts are a common financial instrument utilized by large shareholders, particularly founders or long-term investors in private equity firms like Apollo Global Management, to manage concentrated stock positions. These derivatives allow for liquidity generation and wealth management without an immediate outright sale of shares, which can be tax-efficient and avoid market disruption from a large block trade. The retention of voting rights is a key feature, allowing the shareholder to maintain influence while monetizing a portion of their stake.

Comparison to Industry Standards

• This type of variable share forward transaction is a standard wealth management tool for high-net-worth individuals with concentrated stock holdings, similar to those used by executives and founders across various industries.
• The terms, including the use of Floor and Cap prices, collateralization, and settlement options, align with typical structures for such sophisticated derivative instruments in the financial industry.

Stakeholder Impact

• Shareholders: The pledging of 1,000,000 shares and the potential future delivery could create a supply overhang if the shares are ultimately sold into the market, but the long settlement period (December 2030) mitigates immediate impact. The retention of voting rights means no immediate shift in control or governance influence.
• Company (Apollo Global Management, Inc.): No direct operational or financial impact on the company's business or financial health is indicated by this beneficial ownership filing.

Next Steps

• Settlement of the Delayed Draw Variable Share Forward Sale Transaction on specified dates in December 2030.

Key Dates

Recommendation

This filing is an amendment to a Schedule 13D, detailing a private financial transaction by a significant beneficial owner (Joshua Harris) to manage his personal equity stake in Apollo Global Management, Inc. It involves a transfer of shares between his entities and a long-term variable share forward sale agreement. This transaction does not reflect on the operational performance, strategic direction, or financial health of Apollo Global Management, Inc. itself. While a large block of shares is involved, the long settlement period (December 2030) and the retention of voting rights by Mr. Harris's entities suggest no immediate or significant change to the company's investment thesis. Therefore, a 'hold' recommendation is appropriate, as this filing does not provide new information that would fundamentally alter an investor's view of Apollo's intrinsic value or future prospects.

Keywords

Apollo Global Management, Joshua Harris, Schedule 13D, beneficial ownership, forward sale, derivative transaction, equity, private equity, wealth management, Citibank