SCHEDULE: LDB C LLC Discloses Apollo Stake, Variable Share Forward Deal

LDB C LLC, an investment vehicle for Leon D. Black's family trusts, has disclosed a 0.52% beneficial ownership in Apollo Global Management and entered into a variable share forward transaction with Wells Fargo Bank.

Summary

• LDB C LLC reported beneficial ownership of 3,000,000 shares of Apollo Global Management, Inc. (APO) common stock, representing approximately 0.52% of the outstanding shares as of November 5, 2025.
• The shares were contributed to LDB C LLC from Socrates Trust on December 1, 2025.
• LDB C LLC entered into a Variable Share Forward Transaction (Forward Contract) with Wells Fargo Bank, National Association, on December 3, 2025.
• Under the Forward Contract, LDB C LLC pledged 3,000,000 shares of APO common stock as collateral and will receive a prepayment from Wells Fargo.
• LDB C LLC retains ownership, voting, and ordinary dividend rights on the pledged shares unless an event of default occurs under the Forward Contract.
• Settlement of the Forward Contract involves LDB C LLC delivering shares or an equivalent cash amount to Wells Fargo on specified dates, with the number of shares or cash amount determined by the Settlement Price relative to a Floor Price and Cap Price.
• LDB C LLC is a party to a Stockholders Agreement with Apollo Global Management, Leon D. Black, Marc J. Rowan, and Joshua J. Harris, which grants certain governance rights, including board nomination, executive committee seats, and information rights, subject to ownership thresholds.
• The group of parties to the Stockholders Agreement beneficially owns an aggregate of 146,893,672 shares of Common Stock, representing approximately 25.7% of the class.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral disclosure, primarily detailing a structured financial transaction and beneficial ownership. It does not inherently signal positive or negative operational performance for Apollo Global Management, Inc.

Positives

• LDB C LLC retains ownership, voting, and ordinary dividend rights on the 3,000,000 pledged shares during the term of the pledge, provided no event of default occurs.
• The Variable Share Forward Transaction provides LDB C LLC with a prepayment, offering immediate liquidity against its shareholdings.
• The Stockholders Agreement grants LDB C LLC (as part of a Principal's family group) significant governance influence, including rights to board nomination and executive committee seats, and customary information rights.
• The Stockholders Agreement also provides demand, market, and piggyback registration rights for shares held by LDB C LLC, facilitating potential future liquidity.

Negatives

• LDB C LLC is obligated to deliver shares or an equivalent cash amount to Wells Fargo Bank on specified settlement dates, creating a future liability.
• 3,000,000 shares of Apollo Global Management common stock are pledged as collateral, limiting LDB C LLC's immediate control over these assets.
• Loss of voting and ordinary dividend rights on pledged shares could occur if an event of default or similar event under the Forward Contract leads to Wells Fargo foreclosing on the shares.
• The settlement mechanism for the Variable Share Forward Transaction is complex, with the number of shares or cash amount dependent on the stock's price relative to a predetermined Floor Price and Cap Price, introducing market risk.

Risks

• Counterparty Performance Risk: LDB C LLC's ability to perform its obligations under the Forward Contract, including delivering required shares upon physical settlement or making cash payments, could be materially adversely affected by certain events.
• Legal Proceedings: Any legal proceeding instituted against LDB C LLC or its manager related to felonies involving tax, securities transactions, investment management, fraud, or breach of trust, if adversely determined, could materially impact LDB C LLC's ability to perform its obligations.
• Financial Judgments: Final judgments or orders for payment exceeding USD 10,000,000 in aggregate against LDB C LLC, remaining unsatisfied for 30 days, constitute an Additional Termination Event.
• Corporate Governance Changes: Amendments to LDB C LLC's Limited Liability Company Agreement or material non-compliance with it could materially impact its rights or obligations under the agreement.
• Investment Company Act Registration: LDB C LLC becoming required to register as an investment company under the Investment Company Act of 1940 would be an Additional Termination Event.
• Individual Counterparty Risks: If LDB C LLC is an individual natural person, death or legal incapacity could trigger an Early Termination Event if not addressed within specified periods.
• Market Disruption Events: Events affecting the trading of Apollo shares, such as early closure of the exchange or regulatory disruptions, could impact the valuation and settlement of the transaction.
• Hedging Risks for Dealer: Wells Fargo's hedging activities may affect the market price and volatility of Apollo shares, potentially adversely impacting LDB C LLC.
• Changes in Law/Increased Cost of Hedging: Changes in law or regulations, or increased costs for Wells Fargo to hedge its position, could lead to adjustments or termination of the transaction.
• Excess Ownership Position: If Wells Fargo's beneficial ownership of Apollo shares (including through the transaction) exceeds certain thresholds (e.g., 7.5% Section 16 Percentage, 14.5% Forward Equity Percentage, or Applicable Share Limit), it may be unable to take delivery of shares or may partially terminate the transaction.

Future Outlook

LDB C LLC intends to continuously review its investment in Apollo Global Management, Inc. and may, based on Apollo's performance and market conditions, increase or decrease its investment position through open market purchases, privately negotiated transactions, or derivative transactions. Wells Fargo Bank will engage in hedging activities related to the variable share forward transaction, which may affect Apollo's stock price and volatility.

Management Comments

• LDB C LLC acquired the shares of the Common Stock reported in this Schedule 13D for investment purposes and intends to review such investment in the Issuer on a continuing basis.
• LDB C LLC may engage in communications with, without limitation, one or more stockholders of the Issuer, management of the Issuer and/or one or more members of the board of directors of the Issuer and may make suggestions concerning the Issuer's operations, prospects, business and financial strategies, strategic transactions, assets and liabilities, business and financing alternatives, the composition of the board of directors of the Issuer and such other matters as LDB C LLC may deem relevant to its investment in the Issuer.
• LDB C LLC expects that it will, from time to time, review its investment position in the shares of the Common Stock of the Issuer and may, depending on the Issuer's performance and other market conditions, increase or decrease their investment position in the Common Stock.

Industry Context

StockSavvy.ai notes that this filing highlights a common strategy employed by significant shareholders, particularly founders or large investors, to manage their equity exposure. Variable share forward transactions allow LDB C LLC to monetize a portion of its Apollo Global Management (APO) stake by receiving an upfront prepayment, while retaining voting rights and some exposure to the stock's upside or downside within defined price ranges. This type of structured transaction is prevalent in the financial industry for liquidity management and risk mitigation for large, concentrated equity positions. The accompanying Schedule 13D filing underscores LDB C LLC's intent to maintain influence over Apollo through the Stockholders Agreement, which is typical for founding partners or major stakeholders in alternative asset management firms like Apollo, ensuring continued strategic alignment and governance participation.

Comparison to Industry Standards

• The Variable Share Forward Transaction is a standard financial instrument used by large shareholders to gain liquidity from their equity holdings while deferring potential capital gains and retaining some economic exposure. Similar transactions are frequently observed with high-net-worth individuals or family offices holding significant stakes in publicly traded companies, such as Michael Dell's use of similar structures for Dell Technologies or various founders in tech companies.
• The Stockholders Agreement, granting board nomination rights, executive committee seats, and information access to key principals (Leon D. Black, Marc J. Rowan, Joshua J. Harris), is a common governance arrangement in private equity-backed or founder-led public companies. This structure is comparable to governance agreements seen in companies like KKR & Co. Inc. or The Carlyle Group, where founding partners maintain substantial control and influence post-IPO or through subsequent public offerings.
• The specified ownership thresholds for governance rights (e.g., $400 million in value or 10 million shares for board nomination) are typical for maintaining influence in large-cap companies, ensuring that rights are tied to a meaningful and sustained economic interest.

Corporate Governance

Legal Proceedings

• The Master Confirmation specifies that any legal proceeding instituted against LDB C LLC or its manager with respect to any felony related to tax, securities transactions, or investment management, or involving fraud or breach of trust, if reasonably likely to be adversely determined and have a material adverse effect on LDB C LLC's ability to perform its obligations, would constitute an Additional Termination Event.

Related Party Transactions

• LDB C LLC received a contribution of 3,000,000 shares of Common Stock from Socrates Trust, an investment vehicle for trusts for the benefit of Mr. Leon D. Black's family members.
• LDB C LLC is a party to the Stockholders Agreement with Apollo Global Management, Inc., Leon D. Black, Marc J. Rowan, and Joshua J. Harris, who are key figures and principals of Apollo.

Stakeholder Impact

• Shareholders: The disclosure of a significant beneficial ownership stake and the terms of the Variable Share Forward Transaction could influence market perception of Apollo's stock. The potential for future share sales by LDB C LLC (either through physical settlement or exercise of registration rights) could impact market supply.
• Apollo Global Management, Inc.: The Stockholders Agreement ensures continued governance influence by key principals, potentially affecting strategic decisions and board composition. The Variable Share Forward Transaction provides a mechanism for a large shareholder to manage their position without immediate large-scale market sales.
• Wells Fargo Bank, National Association: As the Dealer, Wells Fargo is exposed to the equity price risk of Apollo shares and will engage in hedging activities, which could have minor market impacts.
• LDB C LLC: The transaction provides liquidity and allows retention of voting rights, but also creates an obligation and pledges collateral.

Next Steps

• Wells Fargo Bank (Dealer) will establish its initial hedge position by selling Apollo shares during an Initial Hedging Period.
• LDB C LLC (Counterparty) will make elections regarding cash or physical settlement for the Variable Share Forward Transaction prior to scheduled valuation dates.
• Settlement of the Variable Share Forward Transaction will occur on specified Settlement Dates, involving the delivery of shares or cash by LDB C LLC to Wells Fargo Bank.
• LDB C LLC may, from time to time, increase or decrease its investment position in Apollo common stock through open market or privately negotiated transactions, or derivative instruments.

Key Dates

Keywords

Apollo Global Management, APO, LDB C LLC, Variable Share Forward, SEC Filing, Schedule 13D, Equity Derivatives, Stockholders Agreement, Beneficial Ownership, Wells Fargo Bank, Collateral, Corporate Governance, Investment Vehicle, Structured Finance