Apollo Global Management (APO) 8-KEntry into a Material Definitive Agreement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 21, 2024

Apollo Global Management, Inc.

(Exact name of registrant as specified in its charter)

9 West 57th Street, 42nd Floor

New York, New York 10019

(Address of Principal Executive Offices) (Zip Code)

(212) 515-3200

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, If Changed since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On May 21, 2024, Apollo Global Management, Inc. (the “Company”) issued $750,000,000 aggregate principal amount of its 5.800% Senior Notes due 2054 (the “Notes”) pursuant to a previously announced underwritten public offering (the “Offering”). The Notes were issued pursuant to an indenture, dated as of May 21, 2024 (the “Indenture”), among the Company, each of the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee. The Indenture is filed as Exhibit 4.1 hereto, and is incorporated by reference herein.

The Notes will bear interest at a rate of 5.800% per annum and will mature on May 21, 2054, unless earlier redeemed or repurchased. Interest on the Notes accrues from and including May 21, 2024 and is payable semi-annually in arrears on May 21 and November 21 of each year, commencing on November 21, 2024.

The Company intends to use the net proceeds from the sale of the Notes for general corporate purposes.

The Notes were sold pursuant to an effective automatic shelf registration statement on Form S-3 (the “Registration Statement”) (File No. 333-271275) filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 14, 2023. The terms of the Offering are described in a Prospectus dated April 14, 2023, as supplemented by a Prospectus Supplement dated May 16, 2024. The closing of the sale of the Notes occurred on May 21, 2024.

The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

The information set forth above under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 8.01.

Underwriting Agreement

In connection with the issuance and sale of the Notes, the Company entered into an underwriting agreement, dated May 16, 2024 (the “Underwriting Agreement”), with BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein, relating to the Notes. The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated by reference herein.

Opinions of Counsel

The opinions of Paul, Weiss, Rifkind, Wharton & Garrison LLP and Walkers (Cayman) LLP, relating to the validity of the Notes and the related guarantees, are filed as Exhibits 5.1 - 5.13 hereto and are incorporated by reference into the Registration Statement.

The exhibits to this Current Report on Form 8-K (except Exhibit 104) are hereby incorporated by reference into the Registration Statement.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 21, 2024