SCHEDULE 13D/A: Joshua Harris Amends Apollo Global Management Stake, Terminates Key Voting Agreements
Ownership Disclosure Amendment
Joshua Harris has filed an Amendment No. 25 to his Schedule 13D, disclosing the termination of significant voting agreements related to Apollo Global Management, Inc. and updating his beneficial ownership stake.
Summary
- Joshua Harris, along with MJH Partners II LLC and MJH Partners III LLC, filed Amendment No. 25 to their Schedule 13D regarding Apollo Global Management, Inc. (the "Issuer").
- The amendment primarily reflects the termination of two voting agreements, both dated August 6, 2021, on April 14, 2025.
- The terminated agreements were between Marc Rowan and BRH Holdings GP, Ltd, and between Leon Black and BRH Holdings GP, Ltd.
- As a direct result of these terminations, the voting obligation set forth in the operating agreement of MJH Partners II LLC automatically terminated as of April 14, 2025.
- Joshua Harris beneficially owns 34,313,690 shares of Apollo Global Management common stock, representing 6.0% of the class.
- MJH Partners II LLC beneficially owns 33,741,683 shares, representing 5.9% of the class.
- MJH Partners III LLC beneficially owns 18,266,842 shares, representing 3.2% of the class.
- The percentage ownerships are based on 570,480,465 shares of common stock outstanding as of February 19, 2025, as reported in the Issuer's Annual Report on Form 10-K filed on February 24, 2025.
- Parties to the Stockholders Agreement, including the Reporting Persons, collectively beneficially own 148,041,679 shares, approximately 26.0% of the Common Stock, though Reporting Persons disclaim beneficial ownership of shares held by other parties.
Sentiment
Score: 5
Explanation: The document is a factual disclosure of changes in beneficial ownership and the termination of specific voting agreements. It does not contain positive or negative financial news, nor does it imply a significant shift in company operations that would alter sentiment beyond a neutral disclosure.
Future Outlook
The document does not provide any forward-looking statements or guidance regarding the company's future financial performance or strategic direction.
Industry Context
This filing reflects a change in the ownership structure and governance arrangements of a major alternative asset manager. The termination of specific voting agreements among key founders could signal a shift in internal power dynamics or a simplification of governance, which is a common evolution for mature firms in the investment management industry.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Termination of Voting Agreements | The voting agreements dated August 6, 2021, between Marc Rowan and BRH Holdings GP, Ltd, and between Leon Black and BRH Holdings GP, Ltd, were terminated. This also led to the automatic termination of a voting obligation within the operating agreement of MJH Partners II LLC. | 2025-04-14 | This change simplifies the governance structure by removing specific voting obligations among key founding figures, potentially increasing the flexibility of the involved parties regarding their voting rights. It may reduce the perceived 'group' control over certain voting matters, although a broader 'Stockholders Agreement' group still exists. |
Related Party Transactions
- The document details the termination of voting agreements between key individuals (Marc Rowan, Leon Black) and entities (BRH Holdings GP, Ltd) related to the Issuer, which were previously disclosed related party arrangements concerning voting control.
Stakeholder Impact
- Shareholders: The termination of specific voting agreements may alter the perceived control dynamics among founding shareholders, potentially leading to more independent voting decisions by the involved parties. The overall group beneficial ownership remains significant at 26.0%.
Key Dates
| Date | Description |
|---|---|
| 2021-08-06 | Original date of the voting agreements between Marc Rowan and BRH Holdings GP, Ltd, and between Leon Black and BRH Holdings GP, Ltd. |
| 2022-01-11 | Date of the initial Schedule 13D filing by Joshua Harris and MJH Partners II LLC. |
| 2025-02-19 | Date as of which 570,480,465 shares of common stock were outstanding, used as the basis for percentage ownership calculations. |
| 2025-02-24 | Date Apollo Global Management, Inc. filed its Annual Report on Form 10-K, reporting the number of outstanding shares. |
| 2025-04-14 | Date of event requiring this filing; termination of voting agreements and automatic termination of MJH Partners II LLC's voting obligation. |
| 2025-04-16 | Date this Amendment No. 25 to Schedule 13D was signed and filed. |
Keywords
Apollo Global Management, Joshua Harris, Schedule 13D, SEC filing, beneficial ownership, voting agreements, corporate governance, investment management, private equity
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