NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 11, 2017JUNE 7, 2024

To the Stockholders of Apollo Commercial Real Estate Finance, Inc.:

The 20172024 annual meeting of stockholders (the “Annual Meeting”) of Apollo Commercial Real Estate Finance, Inc., a Maryland corporation (“ARI,” theour “Company,” “we,” “our” or “us”), will be held at the offices of Clifford Chance US LLP, 31 West 52nd Street, New York, New York 10019, on May 11, 2017,June 7, 2024, at 9:00 a.m., Eastern Time, to consider and vote on the following matters:

The close of business on MarchApril 15, 20172024 has been fixed by our board of directors as the record date (the “Record Date”) for the determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting orand any postponements or adjournments thereof.

We hope that allAll stockholders who can do so willare cordially invited to attend the Annual Meeting in person.virtually. By hosting the Annual Meeting via a live webcast, we believe we are able to communicate more effectively with our stockholders and enable increased attendance and participation from locations around the world. Whether or not you plan to attend the virtual Annual Meeting, in order to assure proper representation of your shares at the Annual Meeting, we urge you to submit your proxy voting instructions to ARI.instructions. By submitting your proxy voting instructions promptly, you can help ARI avoid the expense offollow-up follow up mailings and ensure the presence of a quorum at the Annual Meeting. If you are a stockholder of record or you hold a proxy from a stockholder of record and attend the Annual Meeting, you may, if so desired, revoke your prior proxy voting instructions and vote your shares electronically at the Annual Meeting.

In order to attend and participate in person.the virtual Annual Meeting, you must register in advance at www.viewproxy.com/apollocref/2024/htype.asp by 11:59 p.m., Eastern Time, on June 4, 2024. Upon registering, you will receive a meeting invitation by email with your unique join link along with a password prior to the meeting date. Stockholders have substantially the same opportunities to participate in our virtual Annual Meeting as they would have in an in-person meeting and will be able to listen, vote and submit questions during the virtual meeting.

The Annual Meeting will begin promptly at 9:00 a.m., Eastern Time. Please check in by 8:45 a.m., Eastern Time, on the day of the Annual Meeting so that any technical difficulties may be addressed before the live webcast begins.

If you holdare a registered holder of shares of our common stock, par value $0.01 per share (“Common Stock”), as of the close of business on the Record Date, you may vote your shares of Common Stock by proxy or electronically at the Annual Meeting, and your Virtual Control Number will be on your Notice of Internet Availability of Proxy Materials or proxy card. If you hold shares of our Common Stock in “street name” through a broker or other financial institution, you must follow the instructions provided by your broker or other financial institution regarding how to instruct your broker or financial institution to vote your shares of Common Stock. If you hold your shares in “street name” through a broker or other financial institution and you wish to vote electronically at the Annual Meeting, you must provide a legal proxy from your broker or other financial institution during registration and you will be assigned a Virtual Control

Number in order to vote electronically during the Annual Meeting. If you do not obtain a legal proxy to vote your shares, you will still be able to attend the Annual Meeting (but will not be able to vote your shares electronically at the meeting) so long as you demonstrate proof of stock ownership when you register to attend the Annual Meeting. Instructions on how to register, connect and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at http://viewproxy.com/apollocref/2024/htype.asp.

Your proxy is being solicited by our board of directors. Our board of directors recommends that you vote FOR the election of the nominees listed in the accompanying proxy statement to serve on our board of directors until our 20182025 annual meeting of stockholders and until their respective successors are duly elected and qualify, FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 20172024 fiscal year, FOR the resolution to approve, on an advisory basis, the compensation of our named executive officers and FOR on an advisory basis, a frequencythe approval of “1 YEAR” for future advisory votes on the compensation of our named executive officers.Apollo Commercial Real Estate Finance, Inc. 2024 Equity Incentive Plan.

New York, New York

March 31, 2017April 26, 2024

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held May 11, 2017.June 7, 2024. The Proxy Statement and our 20162023 Annual Report to Stockholders are available at:

http://viewproxy.com/apolloreit/2017/.www.viewproxy.com/apollocref/2024.

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 11, 2017JUNE 7, 2024

This Proxy Statement is being furnished to stockholders in connection with the solicitation of proxies by and on behalf of the board of directors of Apollo Commercial Real Estate Finance, Inc., a Maryland corporation (“ARI,” theour “Company,” “we,” “our” or “us”), for use at ARI’s 20172024 annual meeting of stockholders (the “Annual Meeting”) to be held at the offices of Clifford Chance US LLP, 31 West 52nd Street, New York, New York 10019, on May 11, 2017,June 7, 2024, at 9:00 a.m., Eastern Time, or at any postponements or adjournments thereof.

All stockholders are cordially invited to attend the Annual Meeting virtually. By hosting the Annual Meeting via a live webcast, we believe we are able to communicate more effectively with our stockholders and enable increased attendance and participation from locations around the world. Whether or not you plan to attend the virtual Annual Meeting, in order to assure proper representation of your shares at the Annual Meeting, we urge you to submit your proxy voting instructions. By submitting your proxy voting instructions promptly, you can help ARI avoid the expense of follow up mailings and ensure the presence of a quorum at the Annual Meeting. If you are a stockholder of record or you hold a proxy from a stockholder of record and attend the Annual Meeting, you may, if so desired, revoke your prior proxy voting instructions and vote your shares electronically at the Annual Meeting.

In order to attend and participate in the virtual Annual Meeting, you must register in advance at www.viewproxy.com/apollocref/2024/htype.asp by 11:59 p.m., Eastern Time, on June 4, 2024. Upon registering, you will receive a meeting invitation by email with your unique join link along with a password prior to the meeting date. Stockholders will have substantially the same opportunities to participate in our virtual Annual Meeting as they would have in an in-person meeting and will be able to listen, vote and submit questions during the virtual meeting. Stockholders may also submit questions up to 15 minutes before the start of the Annual Meeting at www.viewproxy.com/apollocref/2024/htype.asp. Questions that are pertinent to the purpose of the Annual Meeting will be answered during the meeting, subject to time constraints. We may address substantially similar questions, or questions that relate to the same topic, in a single response. Stockholders will be able to review the meeting materials at the link provided in the registration confirmation e-mail. We encourage you to submit your questions before or during the formal business portion of the meeting, in advance of the question-and-answer session, in order to ensure that there is adequate time to address questions in an orderly manner.

If you are a registered holder of shares of common stock, par value $0.01 per share (the “Common(“Common Stock”), as of the close of business on the record date, you may vote your shares of Common Stock in personby proxy or electronically at the Annual Meeting, and your Virtual Control Number will be on your Notice of Internet Availability of Proxy Materials or by proxy. your proxy card (if you received a printed copy of the proxy materials).

If you hold shares of Common Stock in “street name” through a broker or other financial institution, you must follow the instructions provided by your broker or other financial institution regarding how to instruct your broker or financial institution to vote your shares of Common Stock. If you hold your shares in “street name” through a broker or other financial institution and you wish to vote electronically at the Annual Meeting, you must provide a legal proxy from your bank or other financial institution during registration and you will be assigned a Virtual Control Number in order to vote electronically during the Annual Meeting. If you do not obtain a legal proxy to vote your shares, you will still be able to attend the Annual Meeting (but will not be able to vote your shares electronically at the meeting) so long as you demonstrate proof of stock ownership when you register to attend the Annual Meeting. Instructions on how to connect and participate via the Internet, including how to register for the Annual Meeting and demonstrate proof of stock ownership, are posted at http://viewproxy.com/apollocref/2024/htype.asp. If you authorize a proxy or provide voting instructions in advance of the meeting, you do not need to register for or attend the Annual Meeting in order for your vote to be counted.

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Shares of Common Stock represented by properly submitted proxies received by us prior to the Annual Meeting will be voted according to the instructions specified on such proxies. Any stockholder of record submitting a proxy retains the power to revoke such proxy at any time prior to its exercise at the Annual Meeting by (i) delivering prior to the Annual Meeting a written notice of revocation to our Secretary at Apollo Commercial Real Estate Finance, Inc., 9 West 57th Street, 43rd42nd Floor, New York, New York 10019, (ii) submitting a later dated proxy or (iii) voting in personelectronically at the Annual Meeting. Attending (virtually) the Annual Meeting will not automatically revoke a stockholder’s previously submitted proxy unless such stockholder votes in person(electronically) at the Annual Meeting. If a proxy is properly authorized without specifying any voting instructions and not revoked prior to the Annual Meeting, the shares of Common Stock represented by such proxy will be votedFOR the election of the nominees named in this Proxy Statement as directors, to serve on our board of directors until our 20182025 annual meeting of stockholders and until their successors are duly elected and qualify,FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 20172024 fiscal year,FOR the resolution to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement andFOR, on an advisory basis, a frequency the approval of “1 YEAR” for future advisory votes on the compensation of our named executive officers.Apollo Commercial Real Estate Finance, Inc. 2024 Equity Incentive Plan (the “2024 Equity Incentive Plan”). As to any other business which may properly come before the Annual Meeting or any postponements or adjournments thereof, the persons named as proxy holders on your proxy card will vote the shares of Common Stock represented by properly submitted proxies atin their discretion.discretion, or, if any of the nominees named in this Proxy Statement are unable or unwilling to serve, FOR the election of any other nominees designated by our board of directors.

This Proxy Statement, the Notice of Annual Meeting of Stockholders and the related proxy card are first being made available or sent to stockholders on or about March 31, 2017.April 26, 2024.

ANNUAL REPORT

This Proxy Statement is accompanied by our Annual Report to Stockholders for the year ended December 31, 2016,2023, including financial statements audited by Deloitte & Touche LLP, our independent registered public accounting firm, and their report thereon, dated February 28, 2017.

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VOTING SECURITIES AND RECORD DATE

Stockholders will be entitled to cast one vote for each share of Common Stock held of record at the close of business on MarchApril 15, 20172024 (the “Record Date”) with respect to (i) the election of eightnine directors to serve on our board of directors until our 20182025 annual meeting of stockholders and until their respective successors are duly elected and qualify, (ii) the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 20172024 fiscal year, (iii) the resolution to approve, on an advisory basis, the compensation of our named executive officers, (iv) the advisory proposal regardingapproval of the frequency of future stockholder advisory votes on the compensation of our named executive officers,2024 Equity Incentive Plan and (v) any other proposal for stockholder action that may properly come before the Annual Meeting or any postponements or adjournments thereof.

The presence, in person or by proxy, at the virtual Annual Meeting of holders of Common Stock entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting shall constitute a quorum. Abstentions

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and brokernon-votes are each included in the determination of the number of sharesstockholders present at the Annual Meeting for the purpose of determining whether a quorum is present. A brokernon-vote occurs when a nominee holding shares for a beneficial owner (i.e.(e.g., a broker) does not vote on a particular proposal because such nominee does not have discretionary voting power for that particular matter and has not received instructions from the beneficial owner. Under the rules of the New York Stock Exchange (the “NYSE”), the only item to be acted upon at the Annual Meeting with respect to which a broker or nominee will be permitted to exercise voting discretion is the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 20172024 fiscal year. Therefore, if you hold your shares in street name and do not give the broker or nominee specific voting instructions on the election of directors, the resolution to approve, on an advisory basis, the compensation of our named executive officers or the advisory proposal regardingapproval of the frequency of future stockholder advisory votes on the compensation of our named executive officers,2024 Equity Incentive Plan, your shares will not be voted on those items, and a brokernon-vote will occur. Brokernon-votes will have no effect on the voting results for such items. Abstentions will have no effect on the voting results for any of the proposals.

The disposition of business scheduled to come before the Annual Meeting, assuming a quorum is present, will require the following affirmative votes: (i) for the election of a director, a plurality of all the votes cast in the election of directors at the Annual Meeting; (ii) for the ratification of the appointment of our independent registered public accounting firm, a majority of all the votes cast on the proposal; (iii) for the resolution to approve, on an advisory basis, the compensation of our named executive officers, a majority of all the votes cast on the proposal; and (iv) for the advisory proposal regardingapproval of the frequency of future advisory votes on the compensation of our named executive officers, the alternative receiving2024 Equity Incentive Plan, a majority of all the votes cast on the proposal. If no frequency receives the affirmative vote of

We have a majority vote policy for the election of directors. In an uncontested election, any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” such election is required to promptly tender his or her resignation to our board of directors. Our Nominating and Corporate Governance Committee is required to promptly consider the votes cast on the proposal,resignation and make a recommendation to our board of directors intendswith respect to regard the frequency receivingtendered resignation. Our board of directors is required to take action with respect to this recommendation. Any director who tenders his or her resignation to our board of directors will not participate in the greatest number of votes as the recommendation ofcommittee’s consideration or board action regarding whether to accept such tendered resignation. The policy is included in our stockholders. Corporate Governance Guidelines and is more fully described below under “Corporate Governance—Corporate Governance Guidelines—Majority Vote Policy.”

The board of directors knows of no other matters that may properly be brought before the Annual Meeting. If other matters are properly introduced, the persons named in the proxy as the proxy holders will vote on such matters atin their discretion.

As of the Record Date, we had 91,621,274142,160,695 shares of Common Stock issued and outstanding.

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1. ELECTION OF DIRECTORS

Board of Directors

Our board of directors is currently comprised of sevennine directors: Jeffrey M. Gault, Mark C. Biderman, Pamela G. Carlton, Brenna Haysom, Robert A. Kasdin, Eric L. Press,Katherine G. Newman, Scott S. Prince, Stuart A. Rothstein, and Michael E. Salvati.Salvati and Carmencita N.M. Whonder. As previously disclosed, in January 2024, our board of directors decreased the size of our board of directors from ten directors to nine directors in connection with the resignation of Eric L. Press as a member of our board of directors. Mr. Press’ decision to resign from our board of directors was not the result of any dispute or disagreements with our Company on any matter relating to our Company’s operations, policies or practices. In accordance with our charter (the “Charter”) and bylaws (the “Bylaws”), each director will hold office until our next annual meeting of stockholders and until his or her successor has been duly elected and qualifies, or until the director’s earlier resignation, death or removal.

Upon the recommendation of the Nominating and Corporate Governance Committee of our board of directors (the “Nominating and Corporate Governance Committee”), our board of directors is nominating seven directors forre-election and an additional director nominee for election for the first time. Jeffrey M. Gault,has nominated Mark C. Biderman, Pamela G. Carlton, Brenna Haysom, Robert A. Kasdin, Eric L. Press,Katherine G. Newman, Scott S. Prince, Stuart A. Rothstein, and Michael E. Salvati have been nominated by our board of directors to stand forre-election as directors, and Cindy Z. Michel has been nominatedCarmencita N.M. Whonder to stand for election as a director for the first time,directors, by the stockholders at the Annual Meeting, to serve until our 20182025 annual meeting of stockholders and until their respective successors are duly elected and qualify, or until their earlier resignation, death or removal. It is intended that the shares of Common Stock represented by properly submitted proxies will be voted by the persons named therein as proxy holdersFOR there-election election of Messrs. Gault, Biderman, Kasdin, Press, Prince, Rothstein and Salvati and the election of Ms. MichelMses. Carlton, Haysom, Newman and Whonder as directors, unless otherwise instructed. If the candidacy of Messrs. Gault, Biderman, Kasdin, Press, Prince, Rothstein or Salvati or Ms. MichelMses. Carlton, Haysom, Newman or Whonder should, for any reason, be withdrawn prior to the Annual Meeting, the proxies will be voted by the proxy holders in favor of such substituted candidates (if any) as shall be nominated by our board of directors. Our board of directors has no reason to believe that, if elected, any of Messrs. Gault, Biderman, Kasdin, Press, Prince, Rothstein and Salvati and Ms. MichelMses. Carlton, Haysom, Newman and Whonder will be unable or unwilling to serve as director.

Information Regarding the Nominees for Election andRe-Electionas Directors

The following information is furnished as of March 31, 2017April 26, 2024 regarding the nominees for election andre-electionas directors.

Jeffrey M. Gault.Mr. Gault, 71, has served as the Chairman of our board of directors since December 2014. Mr. Gault currently serves as the chairman of the board of Americold Logistics, LLC. Previously, Mr. Gault was president and chief executive officer of Americold Logistics from 2012 to 2014. Prior to joining Americold Logistics, during the years 2005 to 2011, Mr. Gault was President of KB Urban, a division of KB Home (NYSE: KBH), general partner of LandCap Partners, an affiliate of Whitehall Funds, and manager of an affiliate of Westbrook Partners. Prior to that, Mr. Gault served as chief operating officer of Empire Land from 2000 to 2005, general partner of the Pritzker Family affiliated partnerships from 1995 to 2000, general partner of Sun America Realty Partners, an affiliate of Sun America Incorporated from 1990 to 1995, executive vice president and director of real estate at Home Savings of America & H.F. Ahmanson & Company from 1985 to 1990, and partner at Kennard, Dalahousie and Gault from 1971 to 1985. Mr. Gault currently serves as an independent director of Great Wolf Resorts Inc. Frommid-2014 through May 2016, Mr. Gault served as anon-management director of Classic Party Rentals, a portfolio company of a fund managed by an affiliate of Apollo Global Management, LLC (NYSE:APO) (together with its subsidiaries, “Apollo”), and since June 2016, he has been a director and the interim chief executive officer of Classic Party Rentals. He was a director of Morgan’s Hotel Group Co. (NASDAQ: MHGC) from 2007 to 2011 and chairman of the Fisher Center Policy Advisory Board at the University of California at Berkeley from 2005 to 2011. Mr. Gault received a Bachelor degree in Architecture from the University of California at Berkeley and a Master of Environmental Design from Yale University. Mr. Gault was selected to serve on our board of directors because of his extensive knowledge about the real estate industry, construction finance and logistics, and his experience in a variety of executive, senior leadership and director roles.

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Mark C. Biderman, 71,78, has been one of our directors since November 2010. Since April 2021, Mr. Biderman also served onhas been a member of the Boardboard of Directors for Apollo Residential Mortgage, Inc. (NYSE: AMTG), a Maryland corporation managed by an affiliatedirectors and chair of Apollo (“AMTG”), from its initial public offering in July 2011 until its merger withthe Audit Committee of The Liberty Company Insurance Brokers LLC, and into our company in August 2016 (the “AMTG Merger”). Sincesince February 2011,2023, Mr. Biderman hadhas been a member of the board of directors of Corse Energy Corp. Mr. Biderman served as a member of the board of directors of Atlas Energy GP LLC, General Partner of Atlas Energy, L.P., an energy-focused master limited partnership. In February of 2015, Atlas Energy GP LLC completed a merger with a subsidiary of Targa Resources Group (NYSE: TRGP), forming a new public company. Mr. Biderman then ceased being a director of Atlas Energy GP, LLC and became a director of Atlas Energy Group, LLC (NYSE: ATLS). Since August 2010, Mr. Biderman has been a member of the Board of Directors of the Full Circle Capital Corporation (NASDAQ: FULL), an externally managed business development company. In November 2016, Full Circle Capital Corporation merged with and into Great Elm Capital Corp. (NYSE: GECC). Mr. Biderman then ceased being a director of Full Circle Capital Corporation and became a director of Great Elm Capital Corp. Mr. Biderman served as a member of the Board of Directors of Atlas Energy, Inc., an independent natural gas producer that also owned an interest in an energy services provider, from July 2009 through February 2011.2015 to May 2020. Since January 2009, Mr. Biderman has been a consultant focused on the financial services sector. Mr. Biderman served as Vice Chairman of National Financial Partners Corp. (NYSE: NFP), a benefits, insurance and wealth management services firm, from September 2008 through December 2008. From November 1999 until September 2008, he served as NFP’sNational Financial Partners Corp.’s Executive Vice President and Chief Financial Officer. From 1987 to 1999, Mr. Biderman served as Managing Director and Head of the Financial Institutions Group at CIBC World Markets, or CIBC, an investment banking firm, and its predecessor, Oppenheimer & Co., Inc. Prior to investment banking, he was an equity research analyst covering the commercial banking industry. Mr. Biderman was on the “Institutional Investor” All American Research Team from 1973 to 1985 and was First Team Bank Analyst in 1974 and 1976. Mr. Biderman chaired the Due Diligence Committee at CIBC and served on the Commitment and Credit Committees. Mr. Biderman was a member of the Disciplinary Review Committee of the CFA Institute from September 2016 to August 2022. He serves on the Board of Governors and as Treasurer of Hebrew Union College-Jewish Institute of Religion, on the Board of Trustees of Congregation Rodeph Sholom, and as Chairman of the Board of Directors of Center for Jewish Life Princeton University—Hillel.Sholom. Mr. Biderman is a Chartered Financial Analyst. Mr. Biderman received a BSEB.S.E. degree, with high honors, in chemical engineering from Princeton University and an MBAM.B.A. from the Harvard Graduate School of Business Administration. Mr. Biderman qualifies as an “audit committee financial expert” under the guidelines of the Securities and Exchange Commission (the “SEC”). Mr. Biderman was selected to serve as a director on our board of directors because of his business acumen and valuable operational experience.

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management experience with large, complex institutions, including construction projects and major real estate development on behalf of those institutions, which brings an important perspective to our strategic planning.

Cindy Z. MichelKatherine G. Newman, 43, has been nominated to stand for election as a director for the first time. Ms. Michel joined Apollo in 2007 and currently serves as Chief Compliance Officer. Prior to joining Apollo, Ms. Michel served as the Director of Compliance of the Private Equity Division and the Global Trading Strategies Group at

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Lehman Brothers. Prior to that, she was associated with the investment bank Credit Suisse Securities as a member of its Compliance Department supporting the Private Equity and Investment Banking businesses. Before joining Credit Suisse Securities, Ms. Michel was associated with the law firm of DLA Piper LLP (US). Ms. Michel graduated from Columbia University with an A.B. in English and Economics and holds a J.D. from Boston University School of Law. Ms. Michel was nominated for election to our board of directors because of her extensive compliance experience and her strong knowledge of corporate governance and operations for public companies.

Eric L. Press, 51,45, has been one of our directors since June 2009. He2020. Ms. Newman is Partner and Senior Tax Counsel at Apollo, specializing in tax matters with respect to Apollo’s private equity funds, their investors and their investments worldwide. She also a Vice President of ACREFI Manager, LLC (our “Manager”) and a member of our Manager’s Investment Committee. Mr. Press has been a Senior Partner-Private Equity of Apollo since November 1998. Mr. Press joinedadvises the firm on its public holding structure. Prior to joining Apollo in 1998. From 1992 to 1998, Mr. Press was associated with2010, Ms. Newman practiced law at the law firm of Wachtell, Lipton, RosenAkin Gump Strauss Hauer & Katz, specializing in mergers, acquisitions, restructurings and related financing transactions. From 1987 to 1989, Mr. Press was a consultant with The Boston Consulting Group, a management consulting firm focused on corporate strategy. Mr. PressFeld LLP. Ms. Newman serves on the boardsboard of directors of Caesar’s Entertainment Corporation (NASD: CZR) (January 2008for Women’s Justice Initiative, a non-profit focused on education, access to present), Princimar Chemical Holdings, LLClegal services and affiliated entities (December 2013 to present), RCCH Health Partnersgender-based violence prevention, and affiliated entities (October 2015 to present), and Constellis Holdings, LLC and affiliated entities (August 2016 to present). Previously, he served on the boardsboard of directors of Verso Paper Corp. (NYSE: VRS) (December 2008for Chances for Children, a non-profit which provides clinical intervention services for families with young children to July 2016), Affinion Group Holdings, Inc. and its subsidiary Affinion Group Inc. (October 2005 to November 2015), Noranda Aluminum Holding Corporation (NYSE: NOR) (March 2007 to May 2015), Athene Holding Ltd. (June 2009 to February 2014), Athene Asset Management, L.P. (July 2009 to February 2014), Innkeepers USA (June 2007 to April 2010), Metals USA Holdings Corp. (November 2005 to April 2013), Quality Distribution, Inc. (NASD: QLTY) (May 2004 to May 2008), Wyndham International, Inc. (May 2005 to August 2005) and AEP Industries Inc. (NASD: AEPI) (June 2004 to February 2005). Mr. Pressstrengthen family bonds. Ms. Newman graduated magna cum laude from Harvard CollegeUniversity with an A.B. in EconomicsSocial Studies, and holds a J.D. from YaleGeorgetown University Law School, where he was a Senior Editor of the Yale Law Review. Mr. PressCenter. Ms. Newman was selected to serve on our board of directors because of his acutebased on her significant legal and tax experience in the asset management industry as well as her experience counseling business judgment and his extensive experience servingleaders across Apollo on the boards of and advising publicly traded companies.broad organizational changes.

Scott S. Prince, 53,60, has been one of our directors since November 2013. Since 2015, Mr. Prince has beenis also aCo-Founder Founding Member of GPS Investment Partners, LLC and Vicean Executive Chairman of ChironMerchant Investment Management. HeAdditionally, Mr. Prince is also currently a Partner of Maxim Capital Group, a real estate investment and lending platform where he is a Member of the Board and Chairman of the Risk Committee. In 2012, Mr. Princeco-founded Lake Success Rentals, a single family rental businesses created in partnership with Tricon Capital Group that has purchased distressed single family residences.Board. Mr. Prince was formerlythe Vice Chairman of Chiron Investment Management, LLC from 2015 until 2021 and Co-Managing Partner of Skybridge Capital from 2007 until January 2012.2011. Prior to Skybridge, Mr. Prince was a Partner at Eton Park Capital Management from its launch in 2004 until 2007, headingwhere he headed global trading and the fund’s derivatives business. Mr. Prince wasco-headCo-Head of Equities Trading and Global Equity Derivatives at Goldman Sachs and Co. through 2004, where he was named a Goldman Sachs Partner in 1998, and served on the firm’s Finance Committee and the Equity Division’s Risk Committee and Operating Committee.Committees. He was a Director of the International Securities Exchange from 2002 to 2004. He is currently an Executive Board Member of the Wharton School and isserves as a Board Member of the Hope and Heroes Pediatric Cancer Foundation and a Director of the Miami Community-Police Relations Foundation. Mr. Prince graduatedreceived a B.S. in Economics from the Wharton School of the University of Pennsylvania with a B.S. in Economics and received an MBAM.B.A. from the University of Chicago. Mr. Prince qualifies as an “audit committee financial expert” under the guidelines of the SEC. Mr. Prince was selected to serve as a director on our board of directors because of his significant finance and capital markets expertise.

Stuart A. Rothstein, 51, is58, has been our President and Chief Executive Officer and one of our directors.directors since March 2012, and also served as our interim Chief Financial Officer, Treasurer, and Secretary from January 2022 to April 2022. From September 2009 through April 1, 2013, Mr. Rothstein also served as our Chief Financial Officer, Treasurer and Secretary. He is also the Vice President of, and a member of the Investment Committee of our Manager. Since April 2023, Mr. Rothstein has been the Chief Operating Officer-Asset Backed Finance of Apollo and since 2009, Mr. Rothstein has been a partnerPartner and the Chief Operating OfficerOfficer-Real Estate of Apollo’s global real estate business.Apollo. In those roles, Mr. Rothstein is responsible for managing theday-to-day operations of the groupbusinesses as well as strategic planning development and implementation of growth and product strategies and new business development. Since its initial public offering in July 2011 through January 1, 2014, Mr. Rothstein has been a director of Apollo Realty Income Solutions, Inc., a non-traded REIT managed by Apollo (“ARIS”), since September 2021 and has served as Chairman of the Chief Financial Officer, Treasurer and SecretaryARIS board of AMTG.directors since June 2022. Since April 2022, he has been a member of the Investment Committee of ARIS Management, LLC, an affiliate of Apollo. Since February 2024, Mr. Rothstein has been Chair of the board of directors of Apollo Asset Backed Credit Company LLC. Prior to joining Apollo

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in 2009, Mr. Rothstein was aCo-Managing Partner of Four Corners Properties, a privately held real estate investment company. Previously, he served as a Director ofwas employed by KKR Financial Advisors, LLC, overseeing all investments in commercial real estate and a Director at RBC Capital Markets, responsible for the West Coast Real Estate Investment Banking practice. Prior to RBC, Mr. Rothstein was an Executive Vice President and Chief Financial Officer of the Related Capital Company also serving as Chief Financial Officer for three publicly traded companies—Centerline Capital Corp, American Mortgage Acceptance Company and Aegis Realty Inc. Mr. Rothstein began his career at Spieker Properties, Inc., an office real estate investment trust (“REIT”) subsequently acquired by Equity Office Properties, and held various senior finance positions prior to being named Chief Financial Officer in 1999. Mr. Rothstein graduated from the Schreyer Honors College at the Pennsylvania State University with a B.S. in Accounting and received an MBAM.B.A. from the Stanford University Graduate School of Business. He is a member of Pennsylvania State University’s Smeal College of Business Real Estate Advisory Board. Mr. Rothstein was selected to serve on our board of directors because of the strategic leadership and business judgment he has demonstrated in his role as our President and Chief Executive Officer, and previously as our Chief Financial Officer, and his extensive managerial and executive experience.

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Michael E. Salvati, 64,71, has been one of our directors since September 2009. Since December 2000, Mr. Salvati has been President at Oakridge Consulting, Inc., which provides interim management, management consulting and corporate advisory services to companies ranging in size fromstart-ups to multinational corporations. From February 2004 to May 2004, Mr. Salvati served as Chief Financial Officer of AMI Semiconductor, Inc. From September 1998 to February 2000, Mr. Salvati was Executive Vice President—Chief Operating Officer of National Financial Partners Corp. (NYSE: NFP), an Apollo affiliatedApollo-affiliated venture focusing on the consolidation of small financial services firms that service high net worth individuals. From June 1996 to June 1998, he was Chief Financial Officer of Culligan Water Technologies, Inc., an affiliate of Apollo, where he oversaw the completion of nearly 50 acquisitions over a period of 18 months. Mr. Salvati was a partner at KPMG LLP from 1990 to 1996. Mr. Salvati is a Certified Public Accountant (Inactive) and member of the American Institute of Certified Public Accountants, Illinois CPA Society. He has servedalso serves as a member of the boardboards of directors of MidCap FinCo Holdings, Limited, MidCap FinCo Intermediate Holdings, Limited, MidCap FinCo Designated Activity Company, MC Feeder, Limited, and MFIC GP, LLC (affiliates of Apollo), and he is a member of the audit committee, risk management committee and conflicts committee of MidCap FinCo Designated Activity Company. Mr. Salvati’s previous board memberships include Global Power Equipment Group, Inc. (OTC: GLPW) since August 2011, and he is currently a member of the audit committee. He also serves as a member of MidCap FinCo Holdings, Limited, and MidCap FinCo Limited (affiliates of Apollo) where he is a member of the audit committee. Mr. Salvati’s previous board memberships include, Things Remembered, Inc., Lazydays, Inc., NCH Nu World Marketing, Ltd., Coho Energy, Inc. (OTC: COHIQ), Prime Succession, Inc., and Castle Holdco 4, Ltd., an Apollo affiliate. Mr. Salvati received a B.S. in microbiology and a M.S. in accounting from the University of Illinois at Champaign-Urbana. Mr. Salvati qualifies as an “audit committee financial expert” under the guidelines of the SEC. Mr. Salvati was selected to serve as a director on our board of directors due to his strong background in public accounting and auditing.

Carmencita N.M. Whonder, 47, has been one of our directors since June 2021. Ms. Whonder serves as Policy Director at the lobbying and law firm of Brownstein Hyatt Farber Schreck, LLP (“Brownstein”). At Brownstein, Ms. Whonder provides strategic public policy advice to clients primarily in the financial services and housing sectors before the U.S. Congress and executive branch agencies. In February 2013, she founded OF WHONDER, a size inclusive luxury womenswear brand, and is the chief executive officer of Whonder Apparel Group, LLC. Prior to joining Brownstein in November 2008, Ms. Whonder served as the staff director for the Senate Subcommittee on Housing, Transportation, and Community Development and as the principal advisor on the Senate Banking, Housing and Urban Affairs Committee to United States Senator Charles E. Schumer. During the 109th Congress, from March 2004 to December 2006, she held the position of Minority Staff Director for the Senate Subcommittee on Economic Policy. From January 2001 to July 2003, Ms. Whonder has also worked as a Leadership Education Counselor for Gates Millennium Scholars Program/UNCF, an initiative of the Bill and Melinda Gates Foundation. She has been recognized as a MiSK Global Forum Delegate, a Milken Institute Young Leader, an Aspen Institute Socrates Scholar, a Council on Foreign Relations Term Member and served as a member of the Council on Foreign Relations Independent Taskforce on U.S. Trade and Investment Policy. Ms. Whonder has served as a director of MidCap Financial Investment Corporation (NASDAQ: MFIC) since July 2022. Ms. Whonder also has served as a trustee at the Population Council since 2021, and on the boards of the Brooklyn Org and DC Jazz Festival since 2022 and 2010, respectively. Ms. Whonder previously served as director of Direct ChassisLink, Inc. (March 2020 to November 2022). Ms. Whonder has a B.A. from Howard University, a diploma from the Universidad Pontificia de Salamanca and a Masters in International Public Policy from Johns Hopkins University School of Advanced International Studies. Ms. Whonder was selected to serve on our board of directors because of her significant professional experience and expertise in public policy in the financial services and housing sectors.

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Our board of directors recommends a vote FOR the election of Messrs. Gault, Biderman, Kasdin, Press, Prince, Rothstein and Salvati and Ms. MichelMses. Carlton, Haysom, Newman and Whonder as directors.

A plurality of all of the votes cast onin the proposalelection of directors at the Annual Meeting at which a quorum is present is necessary to elect a director. Proxies solicited by our board of directors will be voted FOR Messrs. Gault, Biderman, Kasdin, Press, Prince, Rothstein and Salvati and Ms. MichelMses. Carlton, Haysom, Newman and Whonder unless otherwise instructed. Abstentions, if any, and brokernon-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.

We have a majority vote policy for the election of directors. In an uncontested election, any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” such election is required to promptly tender his or her resignation to our board of directors. Our Nominating and Corporate Governance Committee is required to promptly consider the resignation and make a recommendation to our board of directors with respect to the tendered resignation. Our board of directors is required to take action with respect to this recommendation. Any director who tenders his or her resignation to our board of directors will not participate in the committee’s consideration or board action regarding whether to accept such tendered resignation. The policy is included in our Corporate Governance Guidelines and is more fully described below under “Corporate Governance—Corporate Governance Guidelines—Majority Vote Policy.”

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In accordance with our Bylaws, any vacancies occurring on our board of directors, including vacancies occurring as a result of the death, resignation, or removal of a director, or due to an increase in the size of the board of directors, may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy will serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is duly elected and qualifies, or until such director’s earlier resignation, death or removal.

There is no familial relationship among any of the members of our board of directors or executive officers. See “Corporate Governance—Director Independence.”

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2. RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of our board of directors (the “Audit Committee”) has appointed Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017.2024.

Deloitte & Touche LLP has audited our financial statements since the fiscal year ended December 31, 2009 and has also provided certain tax services. Our board of directors is requesting that our stockholders ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017.2024.

Neither our Bylaws nor other governing documents or law require stockholder ratification of the Audit Committee’s appointment of Deloitte & Touche LLP as our independent registered public accounting firm. However, our board of directors is submitting the appointment of Deloitte & Touche LLP to the stockholders for ratification as a matter of good corporate practice. In the event that ratification of this appointment of independent registered public accounting firm is not approved at the Annual Meeting, the Audit Committee will review its future selection of our independent registered public accounting firm. Even if the selection is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests.

Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting via the live webcast and will be provided with an opportunity to make a statement if so desired and to respond to appropriate inquiries from stockholders.

Independent Registered Public Accounting Firm Fees

The following table summarizes the aggregate fees (including related expenses) billed to us for professional services provided by Deloitte & Touche LLP for the fiscal years ended December 31, 20162023 and 2015.2022.

The Audit Committee’s charter provides that the Audit Committee shall review andpre-approve the engagement fees and the terms of all auditing andnon-auditing services to be provided by theour Company’s external auditors and evaluate the effect thereof on the independence of the external auditors. All audit and tax services provided to us were reviewed andpre-approved by the Audit Committee, which concluded that the provision of such services by Deloitte & Touche LLP was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions.

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Our board of directors recommends a vote FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 20172024 fiscal year.

A majority of all of the votes cast on this proposal at the Annual Meeting at which a quorum is present is required for its approval. Proxies solicited by our board of directors will be voted FOR this proposal, unless otherwise instructed. Abstentions will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.

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3. ADVISORY APPROVAL OF THE COMPENSATION OF THEOUR COMPANY’S NAMED EXECUTIVE OFFICERS

As required by Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), we are providing our stockholders with the opportunity to vote to approve, on an advisory andnon-binding basis, the compensation of our named executive officers as disclosed in accordance with SEC rules in this Proxy Statement. This proposal is commonly known as a“say-on-pay” proposal. The compensation of our named executive officers as disclosed in this Proxy Statement includes the disclosure under “Executive Compensation—Compensation Discussion and Analysis,” the compensation tables and other narrative executive compensation disclosure in this Proxy Statement, as required by SEC rules.

We do not have any employees. We are managed by ACREFI Management, LLC our Manager,(our “Manager”) pursuant to the management agreement between us and our Manager dated as of September 23, 2009 (the “Management Agreement”). Under the Management Agreement, we pay our Manager the management fees described in “Certain Relationships and Related Transactions.” We do not have agreements with any of our executive officers or any employees of our Manager or its affiliates with respect to their cash compensation. Our named executive officers as described in this Proxy Statement are employees of our Manager or one of its affiliates and do not receive cash compensation from us for serving as our executive officers. Under the terms of the Management Agreement, we reimburse our Manager or its affiliates for our allocable share of the compensation, including annual base salary, bonus and any related withholding taxes and employee benefits paid to our Chief Financial Officer, currently Jai Agarwal since June 15, 2016 and previously Megan B. Gaul prior to such date,Anastasia Mironova, based on the percentage of his or her time spent managing our affairs in that role. However, we did not and do not determine the compensation payable to Mr. Agarwal or Ms. GaulMironova by our Manager.

Our Manager and personnel of our Manager and its affiliates who support our Manager in providing services to us under our Management Agreement are eligible to receive equity award compensation under the Amended and Restated Apollo Commercial Real Estate Finance, Inc. 20092019 Equity Incentive Plan (asPlan. The original effective date of such plan was September 23, 2009, and the plan has been amended and restated on February 27, 2017,and renamed effective June 12, 2019. In this Proxy Statement, we call such plan the “2009“2019 Equity Incentive Plan”).Plan.” Our named executive officers are also eligible to receive such grants. Please refer to “Executive Compensation—Compensation Discussion and Analysis” for a description of grants made under the 20092019 Equity Incentive Plan.

Accordingly, the following advisory andnon-binding resolution will be presented to our stockholders at the 20172024 Annual Meeting:

RESOLVED, that the stockholders of theour Company approve, on an advisory basis, the compensation payable to our named executive officers as disclosed in accordance with Securities and Exchange Commission rules in theour Company’s Proxy Statement for theour Company’s 20172024 Annual Meeting, including the disclosure under “Executive Compensation—Compensation Discussion and Analysis,” the compensation tables and other narrative executive compensation disclosure in the Proxy Statement relating to theour Company’s 20172024 Annual Meeting.

Although this approval is advisory andnon-binding, our board of directors and the Compensation Committee of our board of directors (the “Compensation Committee”) value the opinions of our stockholders and will consider the voting results when making future decisions regarding compensation of our named executive officers.

Our board of directors recommends a vote FOR the approval, on an advisory basis, of the compensation of our named executive officers as disclosed in accordance with SEC rules in this Proxy Statement, including the disclosure under “Executive Compensation—Compensation Discussion and Analysis,” the compensation tables and other narrative executive compensation disclosure in this Proxy Statement.

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A majority of all of the votes cast on this proposal at the Annual Meeting at which a quorum is present is required for its approval. Proxies solicited by our board of directors will be voted FOR this proposal, unless otherwise instructed. Abstentions, if any, and brokernon-votes will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.

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4. ADVISORY PROPOSAL ON WHETHERAPPROVAL OF THE STOCKHOLDER ADVISORY VOTE ON THE COMPENSATION OF ARI’S NAMED EXECUTIVES WILL OCCUR EVERYAPOLLO COMMERCIAL REAL ESTATE FINANCE, INC. 2024 EQUITY INCENTIVE PLAN

ONE, TWO OR THREE YEARS

As required by Section 14AWe are asking stockholders to approve the 2024 Equity Incentive Plan, which would replace the 2019 Equity Incentive Plan. The 2024 Equity Incentive Plan is attached hereto as Appendix A. The 2024 Equity Incentive Plan is intended to achieve our goals of attracting, motivating, and retaining highly competent personnel through grants of equity and cash performance awards. The Compensation Committee and our board of directors have approved the 2024 Equity Incentive Plan, subject to our stockholders’ approval of the Exchange Act2024 Equity Incentive Plan at the Annual Meeting.

We strongly believe that the approval of the 2024 Equity Incentive Plan is essential to our continued success. We use equity and cash performance awards to motivate high levels of performance, to align the interests of our personnel and stockholders, and to enhance our ability to attract and retain highly qualified independent directors. We believe that the ability to grant equity and cash performance awards is important to our future success.

Comparison of the 2019 Equity Incentive Plan and 2024 Equity Incentive Plan

The following is a summary of the material differences between the 2024 Equity Incentive Plan and the 2019 Equity Incentive Plan. Please also read “2024 Equity Incentive Plan Summary” below.

If the 2024 Equity Incentive Plan is approved, the 2019 Equity Incentive Plan will be terminated and replaced by the 2024 Equity Incentive Plan, and we will register the offers and sales of the additional approved Common Stock on a Registration Statement on Form S-8.

Share Information

The following table includes information regarding outstanding equity awards and Common Stock available for future awards under the 2019 Equity Incentive Plan as of the Record Date (and without giving effect to any approval of the 2024 Equity Incentive Plan under this proposal):

We have no outstanding awards under plans not approved by stockholders, and we have not granted stock options.

No further Common Stock will be issued pursuant to the 2019 Equity Incentive Plan between the Record Date and the approval of the 2024 Equity Incentive Plan, unless the 2024 Equity Incentive Plan is not approved. Upon approval of the 2024 Equity Incentive Plan, no further awards will be granted under the 2019 Equity Incentive Plan and shares currently available for grant will no longer be available under the 2019 Equity Incentive Plan.

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If our stockholders approve the compensation of our named executive officers every one, two or three years. By voting on this proposal, you2024 Equity Incentive Plan, we will be able to specify how frequently stockholders would like us to hold an advisory vote ongrant awards under the compensation2024 Equity Incentive Plan until 2034, which will be the tenth anniversary from the earlier of the date of our named executive officers.

In lightboard of our stockholders’ recommendation atdirectors’ approval or stockholder approval of the 2011 annual meeting of stockholders that the advisory vote be held annually, as well as other factors,2024 Equity Incentive Plan. However, our board of directors decidedmay terminate the 2024 Equity Incentive Plan before that wetime.

Administration

The Compensation Committee will hold an annual stockholder advisory voteadminister the 2024 Equity Incentive Plan. The Compensation Committee consists of at least three individuals, each of whom is intended to be, to the extent required by Rule 16b-3 under the Exchange Act, a non-employee director. If no Compensation Committee exists, our board of directors will exercise the functions of our committee.

The Compensation Committee has broad discretion and full authority to administer and interpret the 2024 Equity Incentive Plan. In addition, the Compensation Committee’s powers include, but are not limited to, granting awards, making eligibility determinations, determining the number of shares that any award agreement covers (subject to the individual participant limitations provided in the 2024 Equity Incentive Plan), and determining the terms, provisions and conditions of each award (which may not be inconsistent with the terms of the 2024 Equity Incentive Plan). The Compensation Committee will prescribe the forms and properties of awards, take any other actions and make all other determinations that it deems necessary or appropriate in connection with the 2024 Equity Incentive Plan or its operation, administration or interpretation.

The Compensation Committee may establish performance goals that must be met in order for awards to be granted or to vest, or for the restrictions on any such awards to lapse.

Except to the extent prohibited by applicable law, rules and regulations, the Compensation Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers (including the power to grant awards) to any person or persons that it selects. The Compensation Committee cannot delegate its authority with respect to grants of awards to persons who are directors or who are subject to Section 16 of the Exchange Act.

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Our board of directors may, in its sole discretion, at any time, and from time to time, grant equity awards and administer the 2024 Equity Incentive Plan with respect to any awards, subject to applicable rules. No member of our board of directors, the Compensation Committee or any employee or agent of our Company and our subsidiaries will be liable for any action taken or omitted to be taken or determination made with respect to the compensation2024 Equity Incentive Plan or any equity award granted under the 2024 Equity Incentive Plan.

Eligibility

Persons who are eligible to be granted awards under the 2024 Equity Incentive Plan are the officers, directors, advisors, personnel and employees of the Participating Companies (as defined in the 2024 Equity Incentive Plan), and other persons expected to provide significant services (of a type expressly approved by the Compensation Committee as covered services for these purposes) to one or more of the Participating Companies. Anyone who would receive an award under the 2024 Equity Incentive Plan must be someone for whom the offers and sales of our named executive officers.securities may be registered on Form S-8.

After careful consideration,Available Shares

If the proposed amendments are approved by stockholders, and subject to adjustment upon certain corporate transactions or events, a maximum of 7,500,000 shares of Common Stock may be issued (or deemed issued) under the 2024 Equity Incentive Plan. The 2024 Equity Incentive Plan provides for grants of options, stock appreciation rights, restricted stock, RSUs, dividend equivalent rights, cash-based awards and other equity-based awards.

If any shares subject to an award are forfeited or cancelled, an award expires or otherwise terminates without the issuance of shares, or an award is settled for cash or otherwise does not result in the issuance of all or a portion of the shares subject to such award, such shares will, to the extent of such forfeiture, cancellation, expiration, termination, cash settlement or non-issuance, be added to the shares available for grant under the 2024 Equity Incentive Plan on a one-for-one basis. In the event that any award is exercised through the tendering of shares or by our withholding of shares, or withholding tax liabilities arising from such award are satisfied by the tendering of shares or by our withholding of shares, then in each such case the shares so tendered or withheld shall not be added to the Common Stock available for grant under the 2024 Equity Incentive Plan on a one-for-one basis. No shares will be treated as issued in settlement of a stock appreciation right or an RSU that provides for settlement only in cash and settles only in cash.

The maximum number of shares subject to awards granted during a single fiscal year to any non-employee director under the 2024 Equity Incentive Plan, taken together with any cash fees paid to such director during the fiscal year, will not exceed $750,000 in total value in respect of any fiscal year (calculating the value of any such awards based on the grant date fair value of such awards for financial reporting purposes).

Awards Under the 2024 Equity Incentive Plan

Restricted Common Stock

A restricted stock award is an award of shares of Common Stock that are subject to restrictions on transferability and such other restrictions, if any, as the Compensation Committee may impose at the date of grant. Grants of shares of restricted Common Stock will be subject to vesting schedules and other restrictions that the Compensation Committee sets. The restrictions may lapse separately or in combination at such times, under such circumstances, including, without limitation, a specified period of employment or the satisfaction of pre-established criteria, in such installments or otherwise, as the Compensation Committee may determine.

Except to the extent restricted under an applicable award agreement, a participant granted shares of restricted Common Stock has all of the rights of a stockholder, including, without limitation, the right to vote and

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the right to receive cash dividends on the shares of restricted Common Stock. Although we will pay dividends on shares of restricted Common Stock, whether or not vested, at the same rate and on the same date as our Common Stock (unless we provide otherwise in an award agreement), holders of shares of restricted Common Stock are prohibited from selling such shares until they vest.

Phantom Shares and RSUs

A phantom share represents a right to receive the fair market value of a share of Common Stock, or, if provided by the Compensation Committee, the right to receive the fair market value of a share of Common Stock in excess of a base value established by the Compensation Committee at the time of grant. A phantom share may also be known as a “Restricted Share Unit” or “RSU,” which is an unfunded and unsecured promise to deliver Common Stock, cash, other securities or other property, subject to certain restrictions (which may include, without limitation, a requirement that the grantee remain continuously employed or provide continuous services for a specified period of time). Our current practice is to refer to all such awards as RSUs.

RSUs will vest as provided in the applicable award agreement. Unless otherwise determined by the Compensation Committee at the time of the grant, RSUs may generally be settled in cash or by transfer of Common Stock (as provided in the grant agreement).

Dividend Equivalents

A dividend equivalent is a right to receive (or have credited) the equivalent value (in cash or Common Stock) of dividends paid on Common Stock otherwise subject to an award.

The Compensation Committee may provide that amounts payable with respect to dividend equivalents will be converted into cash or additional Common Stock. The Compensation Committee will establish all other limitations and conditions of awards of dividend equivalents as it deems appropriate.

Stock Options and Stock Appreciation Rights

The Compensation Committee will determine the terms of specific options, including whether options will constitute incentive stock options. An award agreement covering options will specify the extent to which, and period during which, an option may be exercised after termination of employment.

The exercise price of a stock option will be determined by the Compensation Committee and reflected in the applicable award agreement. The exercise price with respect to stock options may not be lower than 100% (110% in the case of an incentive stock option granted to a 10% stockholder, if permitted under the 2024 Equity Incentive Plan) of the fair market value of Common Stock on the date of grant. The aggregate fair market value (determined as of the date an option is granted) of the stock for which any option holder may be awarded incentive stock options that become exercisable for the first time during any calendar year (under the 2024 Equity Incentive Plan or any other stock option plan required to be taken into account under Section 422(d) of the Internal Revenue Code) may not exceed $100,000. Each stock option will be exercisable after the period or periods specified in the award agreement, which will generally not exceed ten years from the date of grant (or five years in the case of an incentive stock option granted to a 10% stockholder, if permitted under the 2024 Equity Incentive Plan). The Compensation Committee will determine the time or times at which an option may be exercised in whole or in part, and the method or methods by which, and the form or forms in which, payment of the option price with respect thereto may be made or deemed to have been made (including by cash, loans or third-party sale programs, or by the tender of previously-owned stock).

We may also grant stock appreciation rights, which are stock options that permit the recipient to exercise the stock option without payment of the exercise price and to receive Common Stock (or cash or a combination of the foregoing) with a fair market value equal to the excess of the fair market value of the Common Stock with respect to which the stock option is being exercised over the exercise price of the stock option with respect to that stock.

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Options granted under the 2024 Equity Incentive Plan generally will not be transferable except by will or the laws of descent and distribution.

If an option or stock appreciation right (other than in an incentive stock option) would expire at a time when our insider trading policy (or a Company-imposed “blackout period”) prohibits trading in Common Stock, the period for exercising the option or stock appreciation right will be automatically extended until the thirtieth (30^th) day following the expiration of such prohibition.

Other Share-Based Awards and Cash-Based Incentive Awards.

The 2024 Equity Incentive Plan authorizes the granting of other awards based upon our Common Stock (including the grant of securities convertible into Common Stock), subject to terms and conditions established at the time of grant. The Compensation Committee may also grant cash-based incentive awards under the 2024 Equity Incentive Plan.

Performance Goals

The Compensation Committee may, in its discretion, establish one or more performance goals as a precondition to the issuance or vesting of awards and also provide for predetermined awards to those participants with respect to whom the applicable performance goals are already satisfied. The performance goals may be based upon one or more of the following or other criteria as determined by the Compensation Committee: pre-tax income; after tax income; net income; operating income; cash flow; earnings per share; return on equity; return on invested capital or assets; cash and/or funds available for distribution; appreciation in the fair market value of total Common Stock; return on investment; total stockholder return; net earnings growth; stock appreciation; related return ratios; increase in revenues; net earnings; changes in the per share or aggregate market price of our Common Stock; number of securities sold; earnings before any one or more of the following: interest, taxes, depreciation or amortization or other non-cash expenses, as reflected in our financial reports for the applicable period; total revenue growth; funds and adjusted funds from operations; managed assets; and investment income from managed assets.

Certain Corporate Events, Reorganizations, Changes in Control, Etc.

If our Company or our subsidiaries are involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or shares of our Company or our subsidiaries or a similar transaction, any share dividend, share split, reverse share split, share combination, reclassification, recapitalization or other similar change in the capital structure of our Company or our subsidiaries, or if there is any distribution to stockholders other than cash dividends or any other event which in the judgment of the Compensation Committee necessitates adjustments to the terms of the outstanding awards, then (i) the maximum aggregate number and kind of shares which may be made subject to options and dividend equivalent rights under the 2024 Equity Incentive Plan, (ii) the maximum aggregate number and kind of restricted stock that may be granted under the 2024 Equity Incentive Plan, and (iii) the maximum aggregate number of RSUs and other awards that may be granted under the 2024 Equity Incentive Plan may be appropriately adjusted by the Compensation Committee in its discretion.

The Compensation Committee will take any such action as it determines is necessary to maintain each participant’s rights so that each participant’s rights with respect to such participant’s respective options, RSUs, restricted Common Stock and dividend equivalent rights are substantially proportionate to the rights existing in such awards before the event, including, without limitation, adjustments in the number of options, RSUs, restricted Common Stock and dividend equivalent rights granted, the number and kind of shares or other property to be distributed in respect of options, RSUs, restricted Common Stock and dividend equivalent rights (and other awards as applicable), the option price and RSU value, and any performance-based criteria established in connection with awards.

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In the case of any “equity restructuring” (within the meaning of the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor pronouncement)), the Compensation Committee will make an equitable or proportionate adjustment to outstanding awards to reflect such equity restructuring.

In connection with any change in control, the Compensation Committee may, in its sole discretion, provide for any one or more of the following: (1) a substitution or assumption of awards, or to the extent the surviving entity does not substitute or assume the awards, the acceleration of vesting of, the exercisability of, or lapse of restrictions on awards and (2) cancellation of any one or more outstanding awards and payment to the holders of such awards that are vested as of such cancellation (including any awards that would vest as a result of the occurrence of such event but for such cancellation) of the value of such awards, if any, as determined by the Compensation Committee (which value, if applicable, may be based upon the price per share of Common Stock received or to be received by other holders of Common Stock in such event), including, in the case of stock options and stock appreciation rights, a cash payment equal to the excess, if any, of the fair market value of the Common Stock subject to the option or stock appreciation right over the aggregate exercise price or strike price of such award.

Amendments and Termination

Our board of directors may amend the 2024 Equity Incentive Plan as it deems advisable, except that it may not amend the 2024 Equity Incentive Plan in any way that would adversely affect a participant with respect to an award previously granted unless the amendment is required in order to comply with applicable laws.

The 2024 Equity Incentive Plan will terminate, and no award will be granted, on or after the ten-year anniversary of the earlier of the approval of the 2024 Equity Incentive Plan by (1) our board of directors; or (2) the stockholders of our Company, provided, however, that our board of directors determinedmay at any time prior to that date terminate the 2024 Equity Incentive Plan.

Prohibition on Repricing

The repricing of awards shall not be permitted without stockholder approval. For this purpose, repricing generally includes changing the terms of an advisory voteaward to lower its exercise or base price, any other action that is treated as a repricing under generally accepted accounting principles, and repurchasing for cash or canceling an award in exchange for another award at a time when its exercise or base price is greater than the fair market value of the underlying shares, unless the cancellation and exchange occurs in connection with a change in control or an event described in the 2024 Equity Incentive Plan under “Changes in Capital Structure.”

Clawback/Repayment

The Compensation Committee may reduce, cancel, forfeit or recoup any awards as needed to comply with (1) any clawback, forfeiture or other similar policy that our board of directors or the Compensation Committee has adopted and as in effect from time to time and (2) applicable law. To the extent that a participant receives any amount in excess of the amount that the participant should otherwise have received under the terms of the award for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), the participant will be required to repay any such excess amount to our Company.

Certain U.S. Federal Income Tax Consequences

The following is a general summary of the material U.S. federal income tax consequences of the grant, exercise and vesting of awards under the 2024 Equity Incentive Plan and the disposition of shares acquired through the exercise or settlement of such awards and is intended to reflect the current provisions of the Internal Revenue Code and the regulations thereunder. This summary is not intended to be a complete statement of applicable law, nor does it address foreign, state, local or payroll tax considerations. This summary assumes that all awards described in the summary are exempt from, or comply with, the requirement of Section 409A of the

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Code. Moreover, the U.S. federal income tax consequences to any particular participant may differ from those described herein by reason of, among other things, the particular circumstances of such participant.

Non-Qualified Stock Options

No income will be recognized by an option holder at the time a non-qualified stock option is granted. Ordinary compensation income generally will be recognized by an option holder at the time a non-qualified stock option is exercised, in an amount equal to the excess of the fair market value of the underlying Common Stock on the exercise date over the exercise price.

Our Company generally will be entitled to a deduction for federal income tax purposes in the same amount as the amount included in ordinary compensation income by the option holder with respect to a non-qualified stock option. Gain or loss on a subsequent sale or other disposition of our named executive officers that occurs every year continuesthe shares acquired upon the exercise of a non-qualified stock option will be measured by the difference between the amount realized on the disposition and the tax basis of such shares, and generally will be long-term or short-term capital gain, depending on the holding period involved. The tax basis of the shares acquired upon the exercise of any non-qualified stock option will be equal to be the most appropriate alternative for our Company at this timesum of the exercise price of the non-qualified stock option and therefore recommends a vote for an annual advisory vote.

Withthe amount included in income with respect to the advisory proposaloption. If exercise of an option is permitted other than by cash payment of the exercise price, various special tax rules may apply.

Incentive Stock Options

In general, neither the grant nor the exercise of an incentive stock option will result in taxable income to an option holder or a deduction for us. To receive special tax treatment under the Internal Revenue Code as to shares acquired upon exercise of an incentive stock option, an option holder cannot dispose of the shares within two years after the incentive stock option is granted, nor within one year after the transfer of the shares to the option holder through exercise of the option. In addition, the option holder must be an employee of our Company or a qualified subsidiary at all times between the date of grant and the date three months (one year in the case of disability) before exercise of the option (special rules apply in the case of the death of the option holder).

In the event of a sale of Common Stock received upon the exercise of an incentive stock option, the Internal Revenue Code generally allows any gain to be treated as a capital gain to the option holder, but our Company will not be entitled to a tax deduction. The exercise of an incentive stock option (if the holding period rules described above are satisfied) will give rise to income includable by the option holder in alternative minimum taxable income in an amount equal to the excess of the fair market value of the share acquired on the frequencydate of the exercise over the exercise price.

If the holding future advisory votesperiod rules noted above are not satisfied, gain recognized on the compensationdisposition of our named executive officers, you may vote for “1 YEAR,” “2 YEARS” or “3 YEARS” or mark your proxy “ABSTAIN.”

Although this proposal is advisory andnon-binding,the boardshares acquired upon the exercise of directorsan incentive stock option will be characterized as ordinary income. This gain will be equal to the difference between the exercise price and the Compensation Committeefair market value of the opinionshares at the time of our stockholders andexercise. Special rules may apply to disqualifying dispositions where the amount realized is less than the value at exercise. Our Company generally will considerbe entitled to a deduction equal to the voting results when making decisions regardingamount of such gain included by an option holder as ordinary income. Any excess of the frequency of future advisory votesamount realized upon such disposition over the fair market value at exercise generally will be long-term or short-term capital gain, depending on the holding period involved. If exercise of an option is permitted other than by cash payment of the exercise price, various tax rules may apply.

Restricted Stock

Unless a holder of restricted Common Sock makes an “83(b) election” (as discussed below), there generally will be no tax consequences as a result of the grant of restricted Common Stock until the restricted Common Stock is no longer subject to a substantial risk of forfeiture or is transferable (free of the risk). Dividends paid on unvested shares, if retained by the grantee, generally will be treated as ordinary compensation income for

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In general terms, if a holder makes an election under Section 83(b) of the Internal Revenue Code upon the award of restricted Common Stock, the holder will recognize ordinary compensation income on the date of the award, and our named executive officers.Company will be entitled to a deduction, equal to (i) the fair market value of the restricted Common Stock as though the shares were (A) not subject to a substantial risk of forfeiture or (B) transferable, minus (ii) the amount, if any, paid for the restricted Common Stock. If a holder makes an 83(b) election, there generally will be no tax consequences to the holder when restrictions are lifted, and all subsequent appreciation in the restricted Common Stock generally would be eligible for capital gains treatment. In the event of a forfeiture after an 83(b) election is made, no deduction or loss will be available, other than with respect to amounts actually paid for the shares.

RSUs

It is generally expected that RSUs will be designed with the intention there are no tax consequences as a result of the grant of an RSU until the associated payment is made, whether the payment is made in cash or Common Stock. When payment is made, the grantee generally will recognize ordinary income, and our Company generally will be entitled to a deduction, equal to the fair market value of the Common Stock and/or cash, as applicable, received upon payment, subject to any limitations under Section 162(m).

Dividend Equivalents

There generally will be no tax consequences as a result of the award of a dividend equivalent. When payment is made, the holder of the dividend equivalent generally will recognize ordinary income, and our Company will be entitled to a deduction, equal to the amount received, subject to any limitations under Section 162(m).

Cash Bonuses

When a cash bonus payment is made, the participant generally will recognize ordinary income, and our Company will be entitled to a deduction, equal to the amount of such payment, subject to any limitations under Section 162(m).

New Plan Benefits Table

It is not possible to determine the benefits or amounts that will be received by or allocated to participants under the 2024 Equity Incentive Plan or would have been received by or allocated to participants for the last completed year because awards under the 2024 Equity Incentive Plan will be made at the discretion of the Compensation Committee.

Our board of directors recommends that an advisorya vote to approveFOR the compensationapproval of our named executive officers be held every “1 YEAR.”the 2024 Equity Incentive Plan.

A majority of all the votes cast on this proposal at the Annual Meeting is required for its approval. Proxies solicited by our board of directors will be voted “1 YEAR,”FOR this proposal, unless otherwise instructed.

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BOARD AND COMMITTEE MATTERS

Board of Directors

Our board of directors is responsible for overseeing our business and affairs. Our board of directors conducts its business through meetings and actions taken by written consent in lieu of meetings. During the year ended December 31, 2016,2023, our board of directors held twelveeight meetings. All of the directors then serving on our board of directors attended at least 75% of the aggregate number of meetings of our board of directors and of the committees of our board of directors on which they served during 2016 (during2023, except for Stuart A. Rothstein. During the periodsperiod, Mr. Rothstein attended 63% of the aggregate number of meetings of our board of directors, missing certain meetings due to unforeseen scheduling conflicts with certain activities and meetings in connection with his service as our Chief Executive Officer. The meetings of our board of directors that they served). AllMr. Rothstein missed were limited in scope and covered topics that were presented by management, for which Mr. Rothstein was involved in preparing and reviewing the materials, and Mr. Rothstein communicated his support of such topics to members of our board of directors ahead of such meetings. During the period, Mr. Rothstein attended all of the regular quarterly meetings of our board of directors where our business updates and financial results were discussed, among other matters. In addition, during the period, Mr. Rothstein attended all of the meetings of the Nominating and Corporate Governance Committee and five of the six meetings of the Compensation Committee, each at the invitation of the respective committees, for his views and perspective as our Chief Executive Officer. Eight of the directors then serving on our board of directors attended our 20162023 annual meeting of stockholders. Our board of directors’ policy, as set forth in ourthe Corporate Governance Guidelines, (the “Guidelines”), is to encourage and promote the attendance by each director at all scheduled meetings of our board of directors and all meetings of our stockholders.

Committees of the Board of Directors

Our board of directors has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. In addition, our board of directors established a special committee in 2015 to review and evaluate the desirability of a possible business combination transaction with AMTG.

Audit Committee. Mark C. Biderman (Chairperson), Scott S. Prince, Michael E. Salvati (Chairperson), Mark C. Biderman and Scott S. PrinceBrenna Haysom are the current members of the Audit Committee. Our board of directors has determined that all of the members of the Audit Committee are independent as required by the NYSE listing standards, SEC rules governing the qualifications of Audit Committee members, the Corporate Governance Guidelines, the Independence Standards (as defined below) and the written charter of the Audit Committee. Our board of directors has also determined, based upon its qualitative assessment of their relevant levels of knowledge and business experience (see “Election of Directors” in this Proxy Statement for a description of our directors’ respective backgrounds and experience), that Messrs. Salvati, Biderman and BidermanPrince and Ms. Haysom each qualify as an “audit committee financial expert” for purposes of, and as defined by, the SEC rules and has the requisite accounting or related financial management expertise required by NYSE listing standards. In addition, our board of directors has determined that all of the members of the Audit Committee are financially literate as required by the NYSE listing standards.

The Audit Committee, which met fiveeight times during 2016,2023, among other things, acts on behalf of our board of directors to discharge our board of directors’ responsibilities relating to our and our subsidiaries’ corporate accounting and reporting practices, the quality and integrity of our consolidated financial statements, our compliance with applicable legal and regulatory requirements, the performance, qualifications and independence of our external auditors, the staffing, performance, budget, responsibilities and qualifications of our internal audit function and reviewing our policies and procedures with respect to risk assessment and risk management. The Audit Committee is also responsible for reviewing with management and external auditors our interim and audited annual financial statements as well as approving the filing of our interim financial statements, meeting with officers responsible for certifying our annual report onForm 10-K or any quarterly report onForm 10-Q prior to any such certification and reviewing with such officers disclosures related to any significant deficiencies in the design or operation of internal controls. The Audit Committee is charged with periodically discussing with

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our external auditors such auditors’ judgments about the quality, not just the acceptability, of our accounting principles as applied in our consolidated financial statements. The specific responsibilities of the Audit Committee are set forth in its written charter, which is available for viewing on our website atwww.apolloreit.com. www.apollocref.com.

Compensation Committee. Scott S. Prince (Chairperson), Mark C. Biderman, (Chairperson), Michael E. SalvatiPamela G. Carlton, Brenna Haysom and Robert A. Kasdin are the current members of the Compensation Committee. Our board of directors has determined that all of the members of the Compensation Committee are independent as required by the NYSE listing standards, the Corporate Governance Guidelines, the Independence Standards (as defined below) and the written charter of the Compensation Committee. The Compensation Committee, which met fourfive times during 2016,2023, is responsible for evaluating the

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performance of our Manager, reviewing the compensation and fees payable to our Manager under our Management Agreement, preparingissuing compensation committee reports and administering the issuance of any shares of Common Stock or other equity awards issued to personnel of our Manager and its affiliates who support our Manager in providing services to us under our Management Agreement. Because our Management Agreement provides that our Manager is responsible for managing our affairs, our officers, who are employees of our Manager or one of its affiliates, do not receive cash compensation from us for serving as our officers. To the extent that the Company is responsible for paying the compensation or any other employee benefits of the Chief Executive Officer, theThe Compensation Committee will reviewreviews and approveapproves corporate goals and objectives relevant to the compensation of thepayable to our Chief Executive Officer evaluatepursuant to our Company’s equity-based plans, evaluates the performance of theour Chief Executive Officer in light of those goals and objectives, and determinedetermines the level of compensation payable to our Chief Executive Officer’s compensation levelOfficer pursuant to our Company’s equity-based plans based on (i) this evaluation.evaluation, (ii) the results of the most recent stockholder advisory vote on executive compensation required by Section 14A of the Exchange Act, and (iii) any other factors which the Compensation Committee may, in its discretion, consider appropriate. Under our Management Agreement, we are responsible for reimbursing our Manager for our allocable share of the compensation and employee benefits paid to our Manager’s personnel serving as our Chief Financial Officer by our Manager based on the percentage of his or her time spent on our affairs and other corporate finance, tax, accounting, internal audit, legal, risk management, operations and compliance and othernon-investment personnel of our Manager and its affiliates who spend all or a portion of their time managing our affairs. The Compensation Committee is responsible for reviewing the information provided by our Manager to support the determination of our share of such costs. The Compensation Committee consults with our Manager when recommending to the board of directors the level of awards under the Company’s 20092019 Equity Incentive Plan (as described below) to be payable to the personnel of our Manager and its affiliates. The Compensation Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee. The specific responsibilities of the Compensation Committee are set forth in its written charter, which is available for viewing on our website atwww.apolloreit.com. www.apollocref.com.

Nominating and Corporate Governance Committee.Scott S. Prince Pamela G. Carlton (Chairperson), Robert A. Kasdin and Michael E. Salvati (who joined the Nominating and Corporate Governance Committee effective February 27, 2017) are the current members of the Nominating and Corporate Governance Committee. Our board of directors has determined that all of the members of the Nominating and Corporate Governance Committee are independent as required by the NYSE listing standards, the Corporate Governance Guidelines, the Independence Standards (as defined below) and the written charter of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee, which met twothree times during 2016,2023, is responsible for, among other things, reviewing periodically and making recommendations to our board of directors on the range of qualifications that should be represented on our board of directors and eligibility criteria for individual board membership, as well as seeking, considering and recommending to the board qualified candidates for election as directors and approving and recommending to the full board of directors the appointment of each of our officers. For a discussion of the consideration of diversity in the process by which candidates for director are considered for nomination by the Nominating and Corporate Governance Committee, and the process for identifying and evaluating nominees for director, including nominees recommended by security holders, please see “Corporate Governance—Identification of Director Candidates” in this Proxy Statement. The Nominating and Corporate Governance Committee reviews and makes recommendations on matters involving the general operation of our board of directors and our corporate governance and annually recommends to the board of directors nominees forto serve on each committee of our board of directors and to serve

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as the chair of each committee of our board of directors. In addition, the committeeNominating and Corporate Governance Committee annually facilitates the assessment of our board of directors’ performance as a whole and that of the individual directors and reports thereon to our board of directors. The Nominating and Corporate Governance Committee also assists our board of directors in overseeing corporate responsibility matters, including periodically reviewing and assessing policies and practices relating to environmental sustainability and climate change, social impact, diversity, equity and inclusion, and other public policy or social issues significant to our Company. The specific responsibilities of the Nominating and Corporate Governance Committee are set forth in its written charter, which is available for viewing on our website atwww.apolloreit.com. www.apollocref.com.

Special Committee.In addition to the standing committees of our board of directors, in November 2015, our board of directors established a Special Committee to review and evaluate the desirability of a possible business combination transaction with AMTG, and to take such other action with respect thereto, including the exploration or pursuit of the proposed merger with AMTG, was in the best interests of our stockholders. Jeffrey M. Gault, Robert A. Kasdin and Scott S. Prince comprised the Special Committee. Our board of directors determined that all of the members of the Special Committee are independent and did not have an interest in any proposed merger with AMTG that was different from, or in addition to, the interests of our stockholders generally. From

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November 27, 2015 to February 25, 2016, the Special Committee held approximately 22 meetings, in addition to various calls and other correspondence, to discuss and analyze the potential merger and the other transactions related thereto. The Special Committee no longer meets. For additional details regarding the AMTG Merger, see “Certain Relationships and Related Transactions—AMTG Merger.”

Report of the Audit Committee

The Audit Committee has furnished the following report for our fiscal year ended December 31, 2016:2023:

The Audit Committee is responsible for monitoring the integrity of our consolidated financial statements, our system of internal controls, our risk management, the qualifications, independence and performance of our independent registered public accounting firm and our compliance with related legal and regulatory requirements. The Audit Committee has the sole authority and responsibility to select, determine the compensation of, evaluate and, when appropriate, replace our independent registered public accounting firm. The Audit Committee operates under a written charter adopted by our board of directors.

Management is primarily responsible for our financial reporting process, including the system of internal controls, and for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States. Deloitte & Touche LLP, our independent registered public accounting firm, is responsible for performing an independent audit of our annual consolidated financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States. The Audit Committee’s responsibility is to oversee and review the financial reporting process. The Audit Committee is not, however, professionally engaged in the practice of accounting or auditing and does not provide any expert or other special assurance as to such financial statements concerning compliance with laws, regulations or accounting principles generally accepted in the United States or as to auditor independence. The Audit Committee relies, without independent verification, on the information provided to it and on the representations made by our management and our independent registered public accounting firm.

The Audit Committee held fiveeight meetings in 2016.2023. These meetings were designed, among other things, to facilitate and encourage communication among the Audit Committee, management and Deloitte & Touche LLP, our independent registered public accounting firm.LLP. At these meetings, among other things, the Audit Committee reviewed the consolidated financial statements contained in our quarterly and annual periodic reports, as applicable, as well as our earnings releases. In addition, the Audit Committee and management discussed with Deloitte & Touche LLP an independent registered public accounting firm, the overall scope and plans for its audit.

At a meeting held subsequent to December 31, 2016,2023, the Audit Committee reviewed and discussed with management and Deloitte & Touche LLP the audited consolidated financial statements for the year ended December 31, 2016,2023, and the related report prepared by Deloitte & Touche LLP. The Audit Committee met with Deloitte & Touche LLP, with and without management present, to discuss the results of their examinations. Management represented to the Audit Committee that our consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States.

The Audit Committee also discussed with Deloitte & Touche LLP matters that independent registered public accounting firms must discuss with audit committees under generally accepted auditing standards and standards of the Public Company Accounting Oversight Board (“PCAOB”), including, among other things, matters related to the conduct of the audit of our consolidated financial statements and the matters required to be discussed by Auditing Standard No. 16 (Communications with Audit Committees), which included a discussion of Deloitte & Touche LLP’s judgments about the quality (not just the acceptability) of our accounting principles as applied to financial reporting.statements.

The Audit Committee also discussed with Deloitte & Touche LLP its independence from us. Deloitte & Touche LLP provided to the Audit Committee the written disclosures and the letter required by applicable

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requirements of the PCAOB regarding the independent accountant’sregistered public accounting firm’s communication with audit committees concerning independence and represented that it is independent from us. The Audit Committee also received regular updates on the amount of fees and scope of audit and tax services provided by Deloitte & Touche LLP.

Based on the Audit Committee’s review and these meetings, discussions and reports, and subject to the limitations on the Audit Committee’s role and responsibilities referred to above and in its written charter, the Audit Committee recommended to our board of directors that our audited consolidated financial statements for ourthe fiscal year ended December 31, 20162023 be included in our annual report on Form10-K filed with the SEC. The Audit Committee has also appointed Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20172024 and is presenting this selection to our stockholders for ratification.

Michael E. Salvati, Chairperson

Mark C. Biderman (Chairperson)

Brenna Haysom

Scott S. Prince

Michael E. Salvati

The foregoing Report of the Audit Committee shall not be deemed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act to be (i) “soliciting material” or “filed” or (ii) incorporated by reference by any general statement into any filing made by us with the SEC, except to the extent that we specifically incorporate such report by reference.

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COMPENSATION OF INDEPENDENT DIRECTORS

In 2016, Mr. Gault,2023, the ChairmanChair of our board of directors earned a $175,000$225,000 annual base director’s fee, $100,000$125,000 of which iswas paid in cash and $75,000$100,000 of which iswas paid in shares of restricted Common Stock or other equity awards, and each of Messrs. Biderman, Kasdin, Prince and Salvati, theour other independentnon-employee directors earned a $110,000$175,000 annual base director’s fee, $60,000$75,000 of which iswas paid in cash and $50,000$100,000 of which iswas paid in shares of restricted Common Stock or other equity awards. These shares of restricted Common Stock vest in equal installmentsfull on the first business dayanniversary of each fiscal quarter over a three year period following the date of grant. Upon the declaration of a dividend payable to holders of shares of our Common Stock, our directors will receive dividend payments on the shares of restricted Common Stock or other equity awards they hold to the same extent, and in the same per share amounts, as other holders of our Common Stock. In addition, in 2016,2023 the Chairpersons of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee earned an annual cash retainer of $20,000, $10,000 and $10,000, respectively, and the other members of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee earned an annual cash retainer of $10,000, $5,000 and $5,000,$2,500, respectively. In addition, each of Messrs. Gault, Kasdin and Prince earned a cash payment of $75,000, $50,000 and $50,000, respectively, for his service on the Special Committee in connection with the AMTG Merger. We also reimburse all members of our board of directors for their travel related expenses incurred in connection with their attendance at board and committee meetings.

We pay directors’ fees only to those directors who are not employees of Apollo. Our independent directors and non-employee directors are also eligible to receive grants of stock options, shares of restricted Common Stock, restricted stock units, phantom shares, dividend equivalent rights and other equity-based awards under the 20092019 Equity Incentive Plan, which must be approved by the Compensation Committee. In light of the significant time and effort put forth by the directors during 2016, including in connection with a number of capital raising transactions and increased transaction activity, the Compensation Committee approved a grant of an additional 15,000 shares of restricted Common Stock for each of Messrs. Biderman, Gault, Kasdin, Prince and Salvati, our independent directors. The shares of restricted Common Stock vest in equal annual installments on the last day of each fiscal year over a period of three years, beginning on December 31, 2017.

We pay directors’ fees only to those directors who are independent under the NYSE listing standards.

The following table summarizes the compensation received by our independentnon-employee directors forin the fiscal year ended December 31, 2016.2023.

IndependentNon-Employee Directors Minimum Equity Ownership Guidelines

We believe that stock ownership by our independentnon-employee directors is important in order to further align the interests inherent in stock ownership of these individuals and our stockholders. In February 2017, ourOur board of directors has adopted minimum equity ownership guidelines requiring each independentnon-employee director to maintain a minimum number of shares of Common Stock having a market value equal to or greater than a multiple of three times such independent director’s annual cash retainer (excluding any portion of the retainer fee representing additional compensation for being a committee chairman)Chairperson). These mandatory ownership guidelines are intended to create a clear standard that encourages independentnon-employee directors to remain invested in the performance of our stock price.

For purposedpurposes of the ownership guidelines, stock ownership includes any class of our equity securities, whether held directly or indirectly and whether vested or unvested, including shares of restricted sharesCommon Stock and shares deliverable upon settlement of restricted or unrestricted stock units. An independentA non-employee director has three years from the date he or she becomes subject to the ownership guidelines to satisfy his or her respective requirements and come into compliance with the guidelines.

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CORPORATE GOVERNANCE

Role of the Board and Risk Oversight

Pursuant to our Charter and Bylaws and the Maryland General Corporation Law, our business and affairs are managed under the direction of our board of directors. Our board of directors has the responsibility for establishing broad corporate policies and for our overall performance and direction, but is not involved in ourday-to-day operations. Members of our board of directors keep informed of our business by participating in meetings of our board of directors and its committees, by reviewing analyses, reports and other materials provided to them and through discussions with our Manager and our executive officers.

In connection with their oversight of risk to our business, our board of directors and the Audit Committee consider feedback from our Manager concerning the risks related to our business, operations and strategies. The Audit Committee discusses and reviews policies with respect to our risk assessment and risk management, including, but not limited to, guidelines and policies to govern the process by which risk assessment and risk management is undertaken, the adequacy of our insurance coverage, our interest rate risk management, our counter-party and credit risks, our capital availability and refinancing risks, and any environmental risks and any cyber risks, if applicable. The Audit Committee will also consider enterprise risk management. Our Manager regularly reports to our board of directors on our leverage policies, our asset acquisition process, any asset impairments and our compliance with applicable REIT and Investment Company Act of 1940 rules. Members of our board of directors routinely meet with our Manager and our executive officers, as appropriate, in connection with their consideration of matters submitted for the approval of our board of directors and the risks associated with such matters.

With respect to cybersecurity, our Audit Committee regularly interacts with, and receives reports from, our management, our Manager, Apollo and other service providers. The Audit Committee of our board of directors receives presentations and reports on cybersecurity risks from Apollo Global Management, Inc.’s Chief Security Officer or Chief Information Security Officer, at least annually. Additionally, Apollo and other service providers periodically report to management as it relates to our cybersecurity practices. For more information on our cybersecurity risk management, strategy and governance, please refer to our annual report on Form 10-K for the year ended December 31, 2023, under Part I, Item 1C. Cybersecurity.

We maintain separate roles for our Chief Executive Officer and ChairpersonChair of our board of directors.

Our board of directors believes that its composition protects stockholder interests and provides sufficient independent oversight of our Manager. A majority of our current directors are “independent” under NYSE standards, as more fully described elsewhere in this Proxy Statement under “—Director Independence.” The independent directors intend to meet separately from the personnel of our Manager on at least a quarterly basis and are very active in the oversight of our Company. The independent directors oversee such critical matters as the integrity of our financial statements, the evaluation and compensation of our Manager and the selection and evaluation of directors.

Each independent director has the ability to add items to the agenda of board of directors’ meetings or raise subjects for discussion that are not on the agenda for that meeting. In addition, our board of directors and each board of directors’ committee have complete and open access to our Manager and its officers, employees and other personnel of our Manager and its affiliates who support our Manager in providing services to us under our Management Agreement.

Our board of directors believes that its majority independent composition and the roles that our independent directors perform provide effective corporate governance at the board of directors level and independent oversight of both our board of directors and our Manager. The current governance structure, when combined with the functioning of the independent director component of our board of directors and our overall corporate governance structure, strikes an appropriate balance between strong and consistent leadership and independent oversight of our business and affairs.

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In overseeing our corporate policies and our overall performance and direction, our board of directors has adopted the approach of operating in what it believes are the long-term best interests of our companyCompany and our stockholders. In operating under these principles, our board of directors continuously reviews our policies, strategies and activities, including our corporate governance structure and other environmental, social and governance (“ESG”) related matters from time to time, and considers whether any changes are necessary or desirable. As part of this review and in connection with the 2017 annual meeting of stockholders,Annual Meeting, our board of directors nominated Cindy Z. MichelPamela G. Carlton, Brenna Haysom, Katherine G. Newman and Carmencita N.M. Whonder as an additional directordirectors to maintain and strengthen board diversity and also implemented director stock ownership guidelines in an effort to better align our board with the interests of our stockholders. See “Compensation of Independent Directors—Independent Directors Minimum Equity Ownership Guidelines.”

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We are aware that a proxy advisory firm has recently adopted a policy of recommending “withhold” votes for members of nominating and corporate governance committees public companies that have governance documents that restrict the ability of stockholders to amend the bylaws. As part of our continuing corporate governance review, our board of directors periodically reviews our corporate governance documents and in connection with that review has considered an amendment to our bylawsBylaws to allow our stockholders (without the concurrence of our board of directors) to implement bylaw amendments. After careful consideration of this matter, including the voting results at each of our 2017-2023 annual meetings of stockholders, our board of directors concludedcontinues to believe that it remains in the best interests of our stockholders and our companyCompany if authority to amend our bylawsBylaws is vested exclusively in our board of directors as is permitted by Maryland law. Since our initial public offering in 2009, authority to amend our bylawsBylaws has been vested exclusively with our board of directors. This arrangement has served our interests well, our board of directors believes, because under Maryland law, our directors owe legal duties to our stockholdersCompany that require them to act with a reasonable belief that their actions are in the best interests of all stockholders and the best interests of our company.Company. On the other hand, under Maryland law, stockholders are not bound by any such legal duty and are permitted to take or to recommend actions that are in their own individual interests as stockholders without taking into account the broader interests of other stockholders or the interests of our company.Company. Beyond this factor, a significant percentage of our stockholders at any given time could consist of exchange traded or index funds that do not normally exercise independent judgment on matters presented to stockholders. In addition, in our discussions with our stockholders, none of our stockholders expressed any disagreement with or objection to our corporate governance policies, including the current procedures for amending our bylaws. As a resultBylaws. Our board of these factors, we believe thatdirectors considers possible revisions to our directors are in the best position to consider possible futurecorporate governance documents and bylaw amendments (including those proposed by our stockholders in accordance with the provisions of our bylaws)from time to time, and will adopt such revisions and/or amendments only after concludingif it concludes that such amendmentsthey are in the best interests of our stockholders and of our company.Company.

Code of Business Conduct and Ethics

Our board of directors has adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) that applies to our directors and executive officers. The Code of Conduct was designed to assist directors and executive officers in complying with the law, in resolving moral and ethical issues that may arise and in complying with our policies and procedures. Among the areas addressed by the Code of Conduct are compliance with applicable governmental, state and local laws, compliance with securities laws, the use and protection of companyour Company assets, the protection of our confidential corporate information, dealings with the press and communications with the public, internal accounting controls, improper influence of audits, records retention, fair dealing, discrimination and harassment, health and safety, and conflicts of interest, including payments and gifts by third parties to directors and officers, outside financial interests of directors and officers that might be in conflict with our interests, access to our confidential records, corporate opportunities, and loans to directors and officers. The Code of Conduct is available for viewing on our website atwww.apolloreit.com. www.apollocref.com. We will also provide the Code of Conduct, free of charge, to stockholders who request it. Requests should be directed to our Secretary at Apollo Commercial Real Estate Finance, Inc., 9 West 57th Street, 43rd42nd Floor, New York, New York 10019.

Corporate Governance Guidelines

Our board of directors has adopted Corporate Governance Guidelines that address significant issues of corporate governance and set forth procedures by which our board of directors carries out its responsibilities. Among the areas addressed by the Corporate Governance Guidelines are the composition of our board of directors and its functions and responsibilities, its standing committees, director qualification standards, access to

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management and independent advisors, director compensation, management succession, director orientation and continuing education and the annual performance evaluation and review of our board of directors and committees.

Majority Vote Policy

The Corporate Governance Guidelines provide for a majority vote policy for the election of directors. Pursuant to this policy, in any uncontested election of directors, any nominee who receives a greater number of votes “withheld” from his or her election than votes “for” such election shall promptly tender his or her resignation to our board of directors

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following certification of the stockholder vote. The Nominating and Corporate Governance Committee shall promptly consider the resignation and make a recommendation to our board of directors with respect to the tendered resignation. In considering whether to accept or reject the tendered resignation, the Nominating and Corporate Governance Committee shall consider all factors it deems relevant, which may include the stated reasons, if any, why stockholders withheld votes from the director, any alternatives for curing the underlying cause of the withheld votes, the length of service and qualifications of the director, the director’s past and expected future contributions to our company,Company, the composition of our board of directors, and such other information and factors as members of the Nominating and Corporate Governance Committee shall determine are relevant.

Our board of directors will act on the Nominating and Corporate Governance Committee’s recommendation no later than 90 days after the certification of the stockholder vote. Any director who tenders his or her resignation to our board of directors will not participate in the Nominating and Corporate Governance Committee’s consideration or board action regarding whether to accept such tendered resignation.

We will promptly disclose our board of director’sdirectors’ decision whether to accept the resignation as tendered (providing a full explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting the tendered resignation) in a press release, a filing with the SEC or in another broadly disseminated means of communication.

The Corporate Governance Guidelines are available for viewing on our website atwww.apolloreit.com. www.apollocref.com. We will also provide the Corporate Governance Guidelines, free of charge, to stockholders who request them. Requests should be directed to our Secretary at Apollo Commercial Real Estate Finance, Inc., 9 West 57th Street, 43rd42nd Floor, New York, New York 10019.

Human Capital

We are externally managed and advised by our Manager, an indirect subsidiary of Apollo, a high-growth, global alternative asset manager.

Apollo’s talent is instrumental to its success as a global alternative asset manager and retirement services provider. Investing in and fostering a modern and inclusive high-performance culture is core to operating business and delivering positive outcomes for Apollo’s shareholders and fund investors, and Apollo’s employee value proposition is designed to engage and develop talent to deliver maximum impact. Apollo believes its commitment to expanding opportunity across its ecosystem is central to the Apollo business model, an integrated platform which fosters strong collaboration across businesses and functions. Rooted in its core values, Apollo strives to build a culture where all of its people can excel and grow in their careers.

Talent Development

Apollo believes that ongoing professional development is a critical part of culture at Apollo and an important enabler of its investment process. Because of Apollo’s entrepreneurial culture, the breadth of its integrated platform, and its reputation for strong investment performance, Apollo believes it can attract, develop and retain top talent. Apollo has development programs in place at the associate, principal, managing director

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Director Independence

The Corporate Governance Guidelines provide that a majority of the directors serving on our board of directors must be independent as required by NYSE listing standards. In addition, as permitted under the Corporate Governance Guidelines, our board of directors has adopted certain categorical standards (the “Independence Standards”) to assist it in making determinations with respect to the independence of directors. The Independence Standards are available for viewing on our website atwww.apolloreit.com. www.apollocref.com. Based upon its review of all relevant facts and circumstances, our board of directors has affirmatively determined that fivesix of the eightnine nominees for election andre-electionas directors—Jeffrey M. Gault, Mark C. Biderman, Pamela G. Carlton, Brenna Haysom, Robert A. Kasdin, Scott S. Prince and Michael E. Salvati—qualify as independent directors under the NYSE listing standards and the Independence Standards. In connection with this review, our board of directors did not determine that our director nominee Carmencita N.M. Whonder qualifies as an independent director under our Independence Standards. Although she is not an employee of Apollo, any Apollo portfolio company or any of their affiliates, the issue relating to her qualification as an independent director arises solely because she is employed by a law firm that provides advice to Apollo and to certain Apollo portfolio companies on legislative, regulatory and related matters.

Review and Approval of Transactions with Related Persons

Our board of directors has adopted written policies and procedures for review, approval and ratification of transactions involving us and “related persons” (directors and executive officers, stockholders beneficially owning greater than 5% of our outstanding capital stock, or immediate family members of any of the foregoing). The policy covers any related person transaction that meets the minimum threshold for disclosure in the Proxy Statement under the relevant SEC rules (generally, transactions involving amounts exceeding $120,000 in which a related person has a direct or indirect material interest). A summary of these policies and procedures is set forth below:

Policies

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Procedures

Identification of Director Candidates

In accordance with the Corporate Governance Guidelines and its written charter, the Nominating and Corporate Governance Committee is responsible forassists our board of directors in identifying individuals qualified to become director candidates for our board of directors and for recommendingrecommends director candidates to our board of directors for consideration as nominees to stand for election at our annual meetings of stockholders. Director candidates are recommended for nomination for election as directors in accordance with the procedures set forth in the written charter of the Nominating and Corporate Governance Committee.

We seek highly qualified director candidates from diverse business, professional and educational backgrounds who combine a broad spectrum of experience and expertise with a reputation for the highest personal and professional ethics, integrity and values. The Nominating and Corporate Governance Committee periodically reviews the appropriate skills and characteristics required of our directors in the context of the

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current composition of our board of directors, our operating requirements and the long-term interests of our stockholders. In accordance with the Corporate Governance Guidelines, directors should possess the highest personal and professional ethics, integrity and values, exercise good business judgment, and be committed to representing the long-term interests of theour Company and its stockholders and have an inquisitive and objective perspective, practical wisdom and mature judgment. The Nominating and Corporate Governance Committee reviewsassists our board of directors in reviewing director candidates with the objective of assembling a slate of directors that can best fulfill and promote our goals, regardless of gender, age or race, and recommends director candidates based upon contributions they can make to our board of directors and management and their ability to represent our long-term interests and those of our stockholders.

The Nominating and Corporate Governance Committee routinely maintains a list of potential director candidates and skill sets required by our board of directors. Upon determining the need for additional or replacement board members, the Nominating and Corporate Governance Committee assesses potential director

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candidates included on the list as well as other appropriate potential director candidates based upon information it receives regarding such potential candidates or otherwise possesses, which assessment may be supplemented by additional inquiries. In conducting this assessment, the Nominating and Corporate Governance Committee considers knowledge, experience, skills, diversity and such other factors as it deems appropriate in light of our current needs and those of our board of directors. Although the Nominating and Corporate Governance Committee does not have a formal policy regarding diversity, it is one of the factors that it takes into account when evaluating director candidates. Our director nominees include a total of four women, and two nominees who identify as an underrepresented minority. The Nominating and Corporate Governance Committee may seek input on such director candidates from other directors, including the ChairpersonChair of our board of directors and our Chief Executive Officer, and recommends director candidates to our board of directors for nomination. The Nominating and Corporate Governance Committee does not solicit director nominations, but it will consider recommendations by stockholders with respect to elections to be held at an annual meeting, so long as such recommendations are sent on a timely basis and in accordance with applicable law.meeting. The Nominating and Corporate Governance Committee will evaluate nominees recommended by stockholders against the same criteria that it uses to evaluate other nominees. The Nominating and Corporate Governance Committee may, in its sole discretion, engage one or more search firms or other consultants, experts or professionals to assist in, among other things, identifying director candidates or gathering information regarding the background and experience of director candidates. If the Nominating and Corporate Governance Committee engages any such third party, the Nominating and Corporate Governance Committee will have sole authority to approve any fees or terms of retention relating to these services.

Our stockholders of record who comply with the advanced notice procedures set forth in our Bylaws and outlined under the “Submission of Stockholder Proposals” section of this Proxy Statement may nominate candidates for election as directors. Our Bylaws currently provide that stockholder nominations of director candidates for an annual meeting of stockholders must be received no earlier than the 150^th day and not later than 5:00 p.m., Eastern Time, on the 120^th day prior to the first anniversary of the date of the proxy statement for the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting with respect to which such notice is to be tendered is not held within 30 days before or after the anniversary of the preceding year’s annual meeting of stockholders, to be timely, notice by the stockholder must be received no later than the close of business on the tenth day following the day on which notice of the meeting or public disclosure of the date thereof was given or made. Accordingly, to submit a director candidate for consideration for nomination at our 2018 annual meeting of stockholders, stockholders must submit the recommendation, in writing, by December 1, 2017, but in no event earlier than November 1, 2017. The written notice must set forth the information and include the materials required by our Bylaws. The advanced notice procedures set forth in our Bylaws do not affect the right of stockholders to request the inclusion of proposals in the Company’s proxy statement pursuant to SEC rules. See “Submission of Stockholder Proposals” for information regarding providing timely notice of stockholder proposals under SEC rules.

Hedging and Speculative Trading

Our board of directors has adopted, as part of our insider trading policy, prohibitions against our executives, directors and all employees, partners, directors and officers of Apollo engaging in transactions of a speculative nature involving our securities at any time, including, but not limited to, the purchase or sale of put options. In addition, such persons are prohibited from short-selling our securities or engaging in transactions involving other derivatives based on our securities, including options, warrants, restricted stock units, stock appreciation rights or similar rights whose value is derived from the value of our common stockCommon Stock (other than securities granted under our 2009the 2019 Equity Incentive Plan).Plan or a successor plan) or that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our securities.

Personal Loans to Executive Officers and Directors

We comply with, and operate in a manner consistent with, applicable law prohibiting extensions of credit in the form of personal loans to or for the benefit of our directors and executive officers.

Director Attendance at Annual Meetings of Stockholders

As set forth in the Corporate Governance Guidelines, our policy is to encourage and promote the attendance by each director at all meetings of our stockholders.

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Communications with the Board of Directors

Our board of directors has approved a process to enable communications with the independent members of the board of directors or the chairpersonChairperson of any of the committees of the board of directors. Communications by email should be sent to stockholdercommunications@apolloreit.com.stockholdercommunications@apollocref.com. Communications by regular mail should be sent to the attention of our Secretary at our office at 9 West 57th Street, 43rd42nd Floor, New York, New York 10019. Each communication received will be reviewed to determine whether the communication requires immediate action. All appropriate communications received, or a summary of such communications, will be sent to the appropriate member(s) of our board of directors. However, we reserve the right to disregard any communication we determine is unduly hostile, threatening, illegal, does not reasonably relate to us or our business, or is similarly inappropriate. Our Secretary, or his or her delegate, has the authority to disregard any inappropriate communications or to take other appropriate actions with respect to any such inappropriate communications. Our board of directors has approved this communication process.

In addition, any employee, partner, member, owner or principal of our Manager, any of our stockholders and any other person may make a good faith report to the Audit Committee regarding any questionable or unethical accounting or auditing matters via (a) our compliance hotline at877-666-5677, (b) our compliance website at www.reportlineweb.com/apollolp; or (c) regular mail addressed to the Audit Committee of Apollo Commercial Real Estate Finance, Inc., c/o Apollo Global Management, LLC, 9 West 57th Street, 43rd Floor, New York, New York 10019.

Executive Sessions of Independent Directors

The independent directors serving on our board of directors intend to meet in executive sessions at least four times per year at regularly scheduled meetings of our board of directors. These executive sessions of our board of directors will beare presided over by onethe Chair or another of the independent directors serving on our board of directors selected on anad-hoc basis.

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INFORMATION REGARDING OUR EXECUTIVE OFFICERS

Our President and Chief Executive Officer is Stuart A. Rothstein. Our Chief Financial Officer, Treasurer and Secretary is Jai Agarwal.Anastasia Mironova. For Mr. Rothstein’s biography, please see “Election of Directors—Information Regarding the Nominees for Election andRe-Electionas Directors.” The following sets forth the biographical information for Mr. AgarwalMs. Mironova as of March 31, 2017.April 26, 2024.

Jai AgarwalAnastasia Mironova, 42,39, has served as our Chief Financial Officer, Treasurer and Secretary since June 2016.April 2022. Since March 2024, Ms. Mironova has served as the Interim Chief Financial Officer, Treasurer and Secretary of ARIS. Prior to joining Apollo, in June 2016, heshe served from 2014 until May 20162021 to April 2022 as the chief financial officera partner focused on public REITs and treasurer of CM Finance Inc. (NASDAQ: CMFN)debt funds at BDO USA, LLP (“BDO”). Prior to CMBDO, Ms. Mironova spent 15 years until April 2021 at Deloitte (including Deloitte & Touche LLP and Deloitte CIS), where her main area of focus was public mortgage REITs. Ms. Mironova graduated from the Finance Mr. Agarwal wasAcademy under the Government of the Russian Federation with a senior vice presidentMasters in Blackstone’s real estate finance group from 2012 to 2014Finance and director of finance and accounting from 2008 through 2012 at Capital Trust, Inc., the predecessor to Blackstone Mortgage Trust (NYSE: BXMT). Prior to that, from 2000 until 2007, Mr. Agarwal held positions in finance and investments at iStar Inc. (NYSE: STAR). Mr. Agarwal holds a Bachelor of Science from University of Mumbai andCredit. She is a Certified Public Accountant.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

We have no employees. We are managed by ACREFI Management, LLC, our Manager, pursuant to our Management Agreement. Our Manager is an indirect subsidiary of Apollo, a leading global alternative investment manager with a contrarian and value orientedvalue-oriented investment approach in private equity, credit and real estate.assets. Apollo had total assets under management of approximately $192$650.8 billion as of December 31, 2016.2023. Our Manager is led by an experienced team of senior real estate professionals who have significant experience in underwriting and structuring commercial real estate financing transactions. Through this structure, we benefit from Apollo’s global infrastructure and operating platform, through which we are able to source, evaluate and manage potential investments in our target assets.

Under the Management Agreement, we pay our Manager a management fee equal to 1.5% per annum of our stockholders’ equity (as defined in our Management Agreement), calculated and payable (in cash) quarterly in arrears, and are also responsible for reimbursing our Manager for certain expenses paid by our Manager on behalf of the Company or for certain services provided by our Manager to the Company.arrears. Our stockholders’ equity, for purposes of calculating the management fee, could be greater than or less than the amount of stockholders’ equity shown on our financial statements. We are also responsible for reimbursing our Manager for certain expenses paid by our Manager on behalf of our Company or for certain services provided by our Manager to our Company. For additional details regarding payments under our Management Agreement, see “Certain Relationships and Related Transactions.”

We do not have agreements with any of our executive officers or any employees of our Manager or its affiliates with respect to their cash compensation. Our named executive officers for 2016,2023, Mr. Rothstein, our Chief Executive Officer, and Ms. Gaul,Mironova, our Chief Financial Officer, from January 1 through May 31, 2016, and Mr. Agarwal, who replaced Ms. Gaul as our Chief Financial Officer effective June 1, 2016, are or were employeeseach an employee of an affiliate of our Manager or one of its affiliates.Manager.

Because we are an externally managed REIT and because our threetwo named executive officers (our Chief Executive Officer and our Chief Financial Officers) are not our employees, our board of directors and the Compensation Committee do not set or determine the compensation that is paid by our Manager and its affiliates to these individuals. In addition, we do not pay nor do we reimburse our Manager for any portion of the compensation that is paid by our Manager and its affiliates to our Chief Executive Officer. However, under the terms of the Management Agreement, we do reimburse our Manager or its affiliates for our allocable share of the compensation (which includes annual base salary, bonus and any related withholding taxes and employee benefits) paid to the Chief Financial OfficersOfficer that is supplied to us by our Manager under the Management Agreement. For the year ended December 31, 2016,2023, the amount of Mr. Agarwal’sMs. Mironova’s total compensation paid by our Manager that was allocable to us based on the percentage of his time spent managing our affairs was $380,483. For the year ended December 31, 2016, the amount of Ms. Gaul’s total compensation allocable to us based on the percentage of her time spent managing our affairs was $84,969.$691,500.

Executive Compensation Paid by ourOur Manager and its Affiliates

As employees of Apollo, our Chief Executive Officer and our Chief Financial OfficersOfficer are compensated by our Manager and its affiliates under compensation arrangements made with Apollo. The following information relating to these compensation arrangements have been provided to us by our Manager.

Apollo’s compensation philosophy is to seek to align the interests of its professionals with those of its investorsstockholders and investors in the vehicles that it manages, including us.us long-term. In setting compensation for its professionals, including our Chief Executive Officer and Chief Financial Officers,Officer, Apollo takes into consideration various factors in determining the total compensation payable to its professionals including the type, scope and level of responsibility of the professional, competitive market dynamics, the individual contributions made by the

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professional to the success of Apollo and corporate citizenship exhibited by the professional. With regard to the compensation that was paid by Apollo to our Chief Executive Officer and our Chief Financial Officers,Officer, Apollo also took into account the positive steps taken by our companyCompany and the contributions made by these individuals

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to such success during 2016,2023 including several accretive capital raising transactions, the merger with Apollo Residential Mortgage, Inc., that we were able to keepprudent liquidity management, pro-active asset management, our capital substantially fully deployed during the entirety of year, that we engaged in substantive investor outreach and engagement and that weour continued efforts to drive our company’sCompany’s growth and support the strength of our balance sheet and risk management activities. While each of these principles and factors is considered by Apollo in making compensation decisions, Apollo did not attempt to rank or assign relative weight to any of the above factors but rather applied its judgment in considering them in their entirety.

In setting compensation for its professionals, including our named executive officers (our Chief Executive Officer and our Chief Financial Officers,Officer), Apollo did not take into account the amount of the management fee we pay to our Manager. This is becauseapproach focuses on the belief that a whole team of professionals at Apollo (in addition to our Chief Executive Officer and Chief Financial Officers)named executive officers) support our companyCompany and these professionals not only support our efforts but also work on a broad range of activities for Apollo. As a consequence, no portion of the management fee paid to our Manager was allocated by our Manager to the compensation paid by Apollo to any of our named executive officers.

However, to put into context the compensation paid by Apollo to our named executive officers (our Chief Executive Officer and our Chief Financial Officer) in relation to our management fee, our Manager estimates the total compensation of the named executive officers paid by Apollo that was reasonably associated with their support of our companyCompany, including any equity-based awards given to our named executive officers of our Common Stock or any equity-based awards related to the common stock of an affiliate of our Manager, represented less than 10% of the management fee paid by us to our Manager in 2016.2023. See Footnote 3 under “Executive Compensation—Compensation of Executive Officers—Summary Compensation Table.” Of the total compensation paid to our named executive officers by Apollo in 2016,2023 approximately 22%25% was fixed (i.e., annual base salary), and approximately 78%75% was variable or incentive pay (i.e., bonus).

Equity Compensation

The Compensation Committee has granted, and may continue to grant, from time to time, equity-based awards designed to align the interests of our Manager and personnel of our Manager and its affiliates who support our Manager in providing services to us under our Management Agreement with those of our stockholders, by allowing our Manager and personnel of our Manager and its affiliates to share in the creation of value for our stockholders through stock appreciation and dividends. These equity-based awards are generally subject to time-based vesting requirements designed to promote retention and to achieve strong performance for our Company. These awards further provide flexibility to us in our ability to enable our Manager and its affiliates who support our Manager to attract, motivate and retain talented individuals. We adopted the 2009The 2019 Equity Incentive Plan which provides for the issuance of equity-based awards, including restricted shares of Common Stock, restricted stock units, stock options, phantom shares, dividend equivalents and other awards based on our Common Stock. Restricted shares of Common Stock issued to our independentnon-employee directors in respect to a portion of their annual director fees are also issued under this plan.

Our board of directors has delegated its administrative responsibilities under the 20092019 Equity Incentive Plan to the Compensation Committee. In its capacity as plan administrator, the Compensation Committee has the authority to make awards to our Manager, directors and officers, and employees and other personnel of our Manager and its affiliates who support our Manager in providing services to us under our Management Agreement, and to determine what form the awards will take and the terms and conditions of the awards.

The Compensation Committee considers our performance as one of the important factors in determining the awards granted under the 20092019 Equity Incentive Plan. The Compensation Committee in consultation with our Manager and executive officers, developed performance measures in order to link awards under the 20092019 Equity Incentive Plan and our financial and operating performance by considering the attainment of certain company performance measures in connection with grants of future awards under the 2009 Equity Incentive Plan.performance. Accordingly, in evaluating our performance for 2016,2023, the Compensation Committee considered the achievement

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of various qualitative measures of companyCompany performance, including portfolio-related performance, operating performance, capital raising efforts,management and deployment, investor relations business development and regulatory compliance. The Compensation Committee also considered

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quantitative performance objectives for 2016,2023 including results of operations, financial performance ratios, stock performance metrics and dividends. In addition, the Compensation Committee considered individual contributions to our activity during 20162023 by our executive officers and other personnel of our Manager and its affiliates who support our Manager in providing services to us under our Management Agreement. As a result of this review process, the Compensation Committee determined to make the grants set forth under “—20162023 Equity Grants” below to personnel of our Manager and its affiliates who support our Manager in providing services to us under our Management Agreement, including our named executive officers. The Compensation Committee has not adopted a formal equity incentive compensation program for 2017,2023, and, to the extent the Compensation Committee determines to make grants during 2017,2023, we expect that goals, business objectives and measures of our performance will be considered by the Compensation Committee, in consultation with our Manager and executive officers, in determining whether to make, and the amount of any, such grants.

20162023 Equity Grants

In December 2016, pursuant to the Compensation Committee’s approval,2023, after consideration of theour Company’s performance in light of the qualitative and quantitative performance measures set forth above under “—Equity Compensation,”Compensation” and after consultation with our Manager and senior management of affiliates of our Manager who provide services to us, the Company granted awardsCompensation Committee approved the grant of 843,271an aggregate value of approximately $13.1 million of restricted stock units under the 20092019 Equity Incentive Plan to personnel of our Manager and its affiliates who support our Manager in providing services to us under our Management Agreement, including our named executive officers. Pursuant to the Compensation Committee’s approval, Mr. Rothstein and Mr. AgarwalMs. Mironova received 115,00090,909 and 4,848, respectively,12,396 of these restricted stock units. Ms. Gaul did not receive any awards related to 2016 services.units, respectively. The restricted stock units vest in substantially equal annual installments on the last day of each fiscal year over a period of three years, beginning onwith the first full fiscal year following the date of the original grant of thesuch restricted stock units. In addition, the recipients have the right to receive, with respect to each restricted stock unit, cash dividend distributions paid not later than 30 days after any ordinary cash dividend distributions are paid to the holders of shares of our Common Stock. We will deliver to the recipients shares ofnon-restricted Common Stock equal to the number of vested restricted stock units no later than March 15th15 following the year in which the applicable vesting date occurs. Please see “2009“2019 Equity Incentive Plan and Other Matters—Awards Under the Plan”Awards” for a description of restricted stock units.

Say-on-Pay Vote

At our 20162023 annual meeting of stockholders, we provided our stockholders with a proposal to approve, on an advisory basis, the compensation of our named executive officers. The description of the compensation of our named executive officers in our proxy statement for our 2023 annual meeting of stockholders included, and this Proxy Statement includes, additional information relating to the compensation received by our named executive officers by our Manager, including the proportions of fixed, and variable or incentive pay. A vast majority of our stockholders (54.10%(96.5%) that voted at the annual meeting of stockholders with respect to this advisory vote approved the compensation of our named executive officers as described in our proxy statement for our 20162023 annual meeting of stockholders.

Stockholder Outreach and Analysis

Although a majority of our stockholders (54.10%) that voted at the annual meeting of stockholders with respectDuring 2023, we continued to this proposal voted in favor of the proposal to approve, on an advisory basis, the compensation of our named executive officers, we engagedengage in stockholder outreach and discussions with stockholders in an effort to generate a higher level of consensus on this matter fromfurther discuss our stockholders.Company and, among other things, its compensation philosophy.

Since May 2016, we have engaged with stockholders who represented in the aggregate more than 45% of our outstanding shares of Common Stock. Members of our management and our board of directors have participated in these discussions. We believe that all of these stockholders understood that we are an externally managed company and as such our named executive officers are not employed by us, but instead are employed by Apollo. In addition, they understood that, except for discretionary grants under the 20092019 Equity Incentive Plan, we do not determine the compensation received by any of our named executive officers, we do not pay any

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of the compensation of our Chief Executive Officer and we only reimburse our Manager or its affiliates for our allocable share of the compensation, including annual

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base salary, bonus and any related withholding taxes and employee benefits, paid to the Chief Financial Officer that is supplied to us by our Manager under the Management Agreement.

None of the stockholders we contacted expressed any disagreement or objection with our compensation practices. Instead, for those who did not support our 2016 say on pay proposal, they cited policies that required them to follow the recommendations of Institutional Shareholder Services (or “ISS”), an institutional shareholder advisory firm, when voting onsay-on-pay proposals. In reviewing our proxy statement for the 2016 annual meeting, although ISS did not object to any of our pay practices, ISS did not support oursay-on-pay proposal on the basis that “the company does not provide sufficient disclosure on compensation paid to its executives by the external manager to enable shareholders to evaluate these pay practices. Without this information, shareholders are not able to make a fully informedsay-on-pay vote.”

In light of this information, we implemented the following changes:Say-on-Frequency Vote

Say-on-Frequency Vote

At our 20112023 annual meeting of stockholders, our stockholders recommended that we hold an advisory stockholder vote on the compensation of our named executive officers annually. In light of this recommendation from our stockholders, as well as other factors, our board of directors determined to hold an annual stockholder advisory votevotes with respect to the compensation of our named executive officers. As required by Section 14A of the Exchange Act and in accordance with the Dodd-Frank Act, the advisory“say-on-frequency” vote is held every six years, and this year our stockholders again have the opportunity to vote, on an advisory andnon-binding basis, on whether the Company will seek an advisory vote on the compensation of our named executive officers every one, two or three years. See “4. Advisory Proposal on Whether the Stockholder Advisory Vote on the Compensation of ARI’s Named Executives Will Occur Every One, Two or Three Years.”

Compensation Committee Report

The Compensation Committee evaluates and establishes equity award compensation for our Manager and our directors and officers, employees and other personnel of our Manager and its affiliates who support our Manager in providing services to us under our Management Agreement and administers our 20092019 Equity Incentive Plan. The Compensation Committee consults with our Manager when determining the level of grants under our 20092019 Equity Incentive Plan to be payable to our Manager, our executive officers and other personnel of our Manager and its affiliates who support our Manager in providing services to us under our Management Agreement. While our management has the primary responsibility for our financial reporting process, including the disclosure of executive compensation, the Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth in this Proxy Statement. The Compensation Committee believes that the Compensation Discussion and Analysis fairly represents the philosophy, intent and

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actions of the Compensation Committee with regard to executive compensation. The Compensation Committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement for filing with the SEC.

Scott S. Prince (Chairperson)

Mark C. Biderman Chairperson

Michael E. SalvatiPamela G. Carlton

Brenna Haysom

Robert A. Kasdin

The foregoing Compensation Committee Report shall not be deemed under the Securities Act or the Exchange Act to be (i) “soliciting material” or “filed” or (ii) incorporated by reference by any general statement into any filing made by us with the SEC, except to the extent that we specifically incorporate such report by reference.

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Compensation of Executive Officers

The following table summarizes the annual compensation received by our named executive officers in the 2016, 20152023, 2022 and 20142021 fiscal years.

Summary Compensation Table

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Grants of Plan-Based Awards

The following table summarizes certain information regarding all plan-based awards granted during the 20162023 fiscal year to our named executive officers. Awards granted under the 2019 Equity Incentive Plan include a minimum vesting period of at least one year.

Grants of Plan Based Awards for 20162023

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Outstanding Equity Awards at Fiscal Year End

The following table sets forth certain information with respect to all outstanding equity-based awards held at the end of the 20162023 fiscal year by each named executive officer.

Option ExercisesSecurities Authorized for Issuance Under Equity Compensation Plans

The 2019 Equity Incentive Plan provides for grants of restricted Common Stock, restricted stock units and Stock Vested

No stock options have been granted by the Companyother equity-based awards up to date.an aggregate of 7,000,000 shares of our Common Stock. The following table summarizespresents certain information regarding restricted stock unit awards that vested during the 2016 fiscal year with respect to the named executive officers.about our equity compensation plans as of December 31, 2023:

2019 Equity Incentive Plan and Other Matters

We have adopted the 2019 Equity Incentive Plan to provide incentive compensation to attract and retain qualified directors, officers, advisors, consultants and other personnel, including our Manager and affiliates and personnel of our Manager and its affiliates, and any joint venture affiliates of ours, who are expected to provide significant services to our Company and our subsidiaries. If the 2024 Equity Incentive Plan is adopted by stockholders, no additional awards will be granted under the 2019 Equity Incentive Plan as it existed before the amendment and restatement. All outstanding awards granted under the 2019 Equity Incentive Plan will remain in effect in accordance with their terms. If the 2024 Equity Incentive Plan is not adopted by stockholders, the 2019 Equity Incentive Plan will remain in effect in accordance with its terms, and awards may be granted pursuant to the 2019 Equity Incentive Plan until June 12, 2029, the expiration of ten years from the effective date of the 2019 Equity Incentive Plan. For more information see “Stockholder Approval of the Apollo Commercial Real Estate Finance, Inc. 2024 Equity Incentive Plan” above.

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Pension BenefitsAdministration 

Our named executiveThe Compensation Committee has full authority to administer and interpret the 2019 Equity Incentive Plan, to authorize the granting of awards, to determine the eligibility of directors, officers, received no benefitsadvisors, consultants and other personnel, personnel of our Manager and its affiliates who support our Manager in providing services to us under our Management Agreement, and any joint venture affiliates of ours to receive an award, to determine the number of shares of Common Stock to be covered by each award (subject to the individual participant limitations provided in the 2016 fiscal year2019 Equity Incentive Plan), to determine the terms, provisions and conditions of each award (which may not be inconsistent with the terms of the 2019 Equity Incentive Plan), to prescribe the form of instruments evidencing awards and to take any other actions and make all other determinations that it deems necessary or appropriate in connection with the 2019 Equity Incentive Plan or the administration or interpretation thereof. Unless previously terminated by our board of directors, no new award may be granted under the 2019 Equity Incentive Plan after the tenth anniversary of the earlier of the date that such plan was initially approved by (i) our board of directors or (ii) our stockholders.

Awards

Shares of Restricted Common Stock. A restricted stock award is an award of shares of Common Stock that is subject to restrictions on transferability and such other restrictions, if any, as the Compensation Committee may impose at the date of grant. Grants of shares of restricted Common Stock will be subject to vesting schedules as determined by the Compensation Committee. The restrictions may lapse separately or in combination at such times, under such circumstances, including, without limitation, a specified period of employment or the satisfaction of pre-established criteria, in such installments or otherwise, as the Compensation Committee may determine. A participant granted shares of restricted Common Stock has all of the rights of a stockholder, including, without limitation, the right to vote and the right to receive dividends on the shares of restricted Common Stock. Although dividends may be paid on shares of restricted Common Stock, whether or not vested, at the same rate and on the same date as on shares of our Common Stock, holders of shares of restricted Common Stock are prohibited from us underselling such shares until they vest.

Dividend Equivalents. A dividend equivalent is a right to receive (or have credited) the equivalent value (in cash or shares of Common Stock) of dividends paid on shares of Common Stock otherwise subject to an award. The Compensation Committee may provide that amounts payable with respect to dividend equivalents shall be converted into cash or additional shares of Common Stock. The Compensation Committee will establish all other limitations and conditions of awards of dividend equivalents as it deems appropriate.

Restricted Stock Units. Restricted stock units represent a promise to pay shares of our Common Stock upon the completion of a service-based vesting period.

Change in Control

Upon a change in control (as defined pensionin the 2019 Equity Incentive Plan), the Compensation Committee may make such adjustments as it, in its discretion, determines are necessary or defined contribution plans.

Nonqualified Deferredappropriate in light of the change in control, but only if the Compensation

Our Company does Committee determines that the adjustments do not have a nonqualified deferred compensation plan that provides for deferral of compensationsubstantial adverse economic impact on a basis that is nottax-qualified for our named executive officers.

Potential Payments Upon Termination or Change in Control

Our named executive officers are employees of our Manager or its affiliates and therefore we generally have no obligation to pay them any form of compensation upon their termination of employment, except with respect to the restricted stock unit award agreements entered into between such named executive officers and our Company. These agreements provide that any unvested portionparticipants (as determined at the time of the award shall be immediately and irrevocably forfeited upon a termination of the employment of the named executive officer by the Manager or its affiliates; including, a termination of employment due to such officer’s resignation, discharge, death or retirement.adjustments).

In addition, the 20092019 Equity Incentive Plan provides that, in the event of a “changechange in control” (as such term is defined in our 2009 Equity Incentive Plan),control, the Compensation Committee shall take any such action as in its discretion it shall consider necessary to maintain each grantee’s rights under the 20092019 Equity Incentive Plan (including under grantee’s applicable award agreement) so that such grantee’s rights are substantially proportionate to the rights existing prior to such event, including, without limitation, adjustments in the number of shares, options or other awards granted, the number and kind of shares or other property to be distributed in respect of any options or rights previously granted under the plan, and the exercise price, purchase price and performance-based criteria established in connection with any grants (to the extent consistent with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), as applicable).

2009 Equity Incentive Plan

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Option Exercises and Other MattersStock Vested

WeNo stock options have adoptedbeen granted by our Company to date. The following table summarizes certain information regarding restricted stock unit awards that vested during the 2009 Equity Incentive Plan2023 fiscal year with respect to provide incentive compensationthe named executive officers.

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Recovery Policy Relating to Erroneously Awarded Incentive Compensation

In compliance with the final rules adopted by the SEC and the listing standards adopted by the NYSE, our board of directors adopted a formal recovery policy relating to erroneously awarded incentive compensation (the “Recovery Policy”). The Recovery Policy requires us to, subject to limited exceptions, recover erroneously awarded incentive compensation received by covered executives the three fiscal years that precede the date we are required to prepare an accounting restatement due to material noncompliance with a financial reporting requirement. A copy of the Recovery Policy is included as an exhibit in our annual report on Form 10-K for the year ended December 31, 2023.

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DELINQUENT SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEREPORTS

Section 16(a) of the Exchange Act requires our directors, executive officers and holders of more than 10% of the outstanding shares of Common Stock (“10% Holders”) to file with the SEC and the NYSE initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of ARI. Directors, executive officers and 10% Holders are required by the SEC’s regulations to furnish us with copies of all Section 16(a)(a) forms and amendments thereto filed during any given year.

Based on the review of copies of the Section 16(a) reports and amendments thereto furnished to us and/orand written representations from our directors, executive officers and 10% Holders, that no other reports were required to be filed, we believe that for the year ended December 31, 20162023, our directors, executive officers and 10% Holders complied with all Section 16(a) filing requirements applicable to them.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Since the beginning of our last fiscal year, we have not been a party to any transaction or proposed transaction with any related person who is (i) one of our directors or executive officers, (ii) a director nominee, (iii) a beneficial owner of more than 5% of the Common Stock or (iv) any member of the immediate family of any of the foregoing persons that involves an amount exceeding $120,000 and in which any such related person had or will have a direct or indirect material interest, other than as described below.

AMTG Merger

On August 31, 2016, pursuant to the terms and conditions of the Agreement and Plan of Merger, dated February 26, 2016 (as amended, the “AMTG Merger Agreement”) by and among us, AMTG, and Arrow Merger Sub, Inc., a Maryland corporation and wholly owned subsidiary of our company (“Merger Sub”), (a) Merger Sub was merged with and into AMTG (the “first merger”), with AMTG continuing as the surviving entity and as a subsidiary of ARI, and (b) AMTG merged with and into ARI (the “second merger”) with ARI continuing as the surviving entity in the second merger. The AMTG Merger Agreement and related transactions were approved by all of the members of our board of directors, with the exception of Mark Biderman, who was a member of the AMTG board of directors and recused himself from all deliberations regarding the AMTG Merger and the other transactions contemplated by the AMTG Merger Agreement.

At the effective time of the first merger, each share of common stock, $0.01 par value, of AMTG (the “AMTG Common Stock”) issued and outstanding immediately prior to the effective time of the first merger was converted into the right to receive (a) $6.86 in cash, without interest and (b) 0.417571 shares of our Common Stock (collectively, the “Per Common Share Merger Consideration”), except for the AMTG Common Stock and other securities representing stock in AMTG owned, directly or indirectly, by AMTG or any if its subsidiaries, ARI, Merger Sub or by any of their respective subsidiaries immediately prior to the effective time of the first merger, which were cancelled without consideration. The price per share at which ARI Common Stock was issued to holders of AMTG common stock in the first merger was fixed at $16.75.

Immediately prior to the effective time of the first merger, each outstanding share of restricted stock and each outstanding restricted stock unit that settled in shares of AMTG Common Stock and was not then vested (the “AMTG Restricted Shares”) automatically vested and, upon the First Merger Effective Time, was converted into the right to receive, with respect to the share of AMTG Common Stock underlying such AMTG Restricted Share, the Per Common Share Merger Consideration, net of any applicable withholding taxes.

At the effective time of the second merger, each outstanding share of AMTG’s 8.00% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value, automatically converted into the right to receive one newly issued share of 8.00% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value (“Series C Preferred Stock”), of the Company.

As a result of the foregoing transactions, we issued 13,398,586 shares of Common Stock, issued 6,900,000 shares of Series C Preferred Stock and paid $220.2 million in cash, and all operations of AMTG and its former subsidiaries are consolidated with the operations of our company. Pursuant to the AMTG Merger Agreement, three of our directors received shares of Common Stock and cash in exchange for their respective shares of AMTG Common Stock as follows: (a) Mr. Biderman received 13,689 shares of Common Stock and $224,898.24; (b) Mr. Rothstein received 4,743 shares of Common Stock and $77,943.32; and Mr. Salvati, directly and indirectly, received 4,300 shares of Common Stock and $70,658.00.

In connection with financing the AMTG Merger, on August 31, 2016, the Company entered into a Loan Agreement (the “Athene Loan Agreement”) with Athene USA Corporation, a subsidiary of Athene Holding Ltd., as lender (“Athene USA”), pursuant to which the Company borrowed $175.0 million in order to fund a portion of the Company’s obligations under the AMTG Merger Agreement. The Athene Loan Agreement was repaid in full

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and terminated on September 1, 2016. On August 31, 2016, pursuant to an Asset Purchase and Sale Agreement, dated February 26, 2016 (as amended, the “Asset Purchase Agreement”) by and among Athene Annuity & Life Assurance Company and Athene Annuity and Life Company (collectively, “Athene Annuity”) and the Company, the Company sold primarilynon-agency residential mortgage backed securities previously held by AMTG to Athene Annuity for cash consideration of approximately $1.1 billion. Proceeds from the sale were used to repay approximately $804.0 million in associated financing, $175.0 million to satisfy the Athene Loan Agreement and for general corporate purposes.

As of December 31, 2016, all of the assets acquired from AMTG have been sold. The AMTG Merger provided the Company with the ability to expand the balance sheet in a cost effective and accretive manner at a time when ARI’s management believes there is significant opportunity to deploy capital into commercial real estate debt investments at attractive returns.

Management Agreement

In connection with our initial public offering in September 2009, we entered into our Management Agreement with our Manager, which describes the services to be provided by our Manager and its compensation for those services. Our business is managed by our Manager, subject to the supervision and oversight of our board of directors, which has established investment guidelines for our Manager to follow in itsday-to-day management of our business.

Pursuant to the terms of our Management Agreement, our Manager is paid a management fee equal to 1.5% per annum of our stockholders’ equity (as defined in our Management Agreement), calculated and payable (in cash) quarterly in arrears.

The current term of our Management Agreement expires on September 29, 20172024 and will automatically renew on each anniversary for a one year term unless at leasttwo-thirds of theour Company’s independent directors vote to terminate the Management Agreement based upon (1) unsatisfactory performance by our Manager that is materially detrimental to theour Company or (2) a determination that the management fee payable to our Manager is not fair, subject to our Manager’s right to prevent such a termination based on unfair fees by accepting a mutually acceptable reduction of management fees agreed to by at leasttwo-thirds of theour Company’s independent directors. TheOur Manager must be provided with written notice of any such termination at least 180 days prior to the expiration of the then existing term and will be paid a termination fee equal to three times the sum of the average annual management fee during the24-month 24 month period immediately preceding the date of termination, calculated as of the end of the most recently completed fiscal quarter prior to the date of termination. Following a meeting by our board of directors on February 27, 20178, 2024 with respect to the Management Agreement, which included a discussion of our Manager’s performance and the level of the management fees thereunder, we determined not to terminate the Management Agreement.

For the period ended December 31, 2016, the Company2023, we incurred approximately $23.4$38.0 million in management fees. In addition to the management fee, the Company iswe are also responsible for reimbursing theour Manager for certain expenses paid by theour Manager on behalf of theour Company or for certain services provided by theour Manager to theour Company. For the year ended December 31, 2016, the Company2023, we recorded expenses totaling approximately $2.5$6.4 million related to reimbursements for certain expenses paid by theour Manager on behalf of theour Company. At December 31, 2016, the Company2023, we recorded a “payable to related party” liability that included approximately $7.0$9.6 million for management fees incurred but not yet paid.

Concurrently with the execution of the AMTG Merger Agreement, we entered into a Letter Agreement with our Manager, pursuant to which the Manager agreed to perform such services and activities as may be necessary to enable us to consummate the AMTG Merger. In consideration of the services provided by our Manager in connection with the AMTG Merger and the process leading to the AMTG Merger, we paid our Manager an aggregate amount of $500,000, in monthly installments of $150,000 payable on the first of each calendar month between the execution of the Merger Agreement and the closing of the AMTG Merger.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Except as otherwise indicated, the following table sets forth information as of the Record Date regarding the beneficial ownership of our Common Stock by (i) each person known to us to be the beneficial owner of more than 5% of the outstanding Common Stock, (ii) our named executive officers, (iii) our directors and director nominees and (iv) all of our directors, director nominees and executive officers as a group. Beneficial ownership includes any shares over which the beneficial owner has sole or shared voting or investment power and also any shares that the beneficial owner has the right to acquire within 60 days of such date through the exercise of options or other rights. The percentages below are based on 91,621,274142,160,695 shares of our Common Stock outstanding as of the Record Date.

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OTHER MATTERS

Our board of directors knows of no other business to be presented at the Annual Meeting. The proxies for the Annual Meeting confer discretionary authority on the persons named therein as proxy holders to vote on any matter proposed by stockholders for consideration at the Annual Meeting. As to any other business whichthat may properly come before the Annual Meeting, the persons named as proxy holders on your proxy card will vote the shares of Common Stock represented by properly submitted proxies atin their discretion.

SUBMISSION OF STOCKHOLDER PROPOSALS

Any stockholder intending to present a proposal at our 20182025 annual meeting of stockholders and have the proposal included in the proxy statement and proxy card for such meeting (pursuant toRule 14a-8 of the Exchange Act) must, in addition to complying with the applicable laws and regulations governing submissions of such proposals, submit the proposal in writing to us no later than December 1, 201727, 2024 and must otherwise be in compliance with the requirements of the SEC’s proxy rules.

Our Bylaws currently provide that any stockholder intending to nominate a director or present a stockholder proposal of other business for consideration at the 20182025 annual meeting of stockholders, but not intending for such a nomination or proposal to be considered for inclusion in theour Company’s proxy statement and proxy card relating to such meeting (i.e., not pursuant toRule 14a-8 of the Exchange Act), must notify us in writing no earlier than the 150^th150th day and not later than 5:00 p.m., Eastern Time, on the 120^th120th day prior to the first anniversary of the date of the proxy statement for the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting with respect to which such notice is to be tendered is not held within 30 days before or after the anniversary of the date of the preceding year’s annual meeting of stockholders, to be timely, notice by the stockholder must be received no earlier than the 150^th150th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the 120^thlater of the 120th day prior to the first anniversary of the date of the immediately precedingsuch annual meeting of stockholders, as originally convened, or the close of business on the tenth day following the day on which public announcement of the date of such meeting is first made. Accordingly, to submitnominate a director candidate for consideration for nominationelection at our 20182025 annual meeting of stockholders, stockholders must submit the recommendation,notice of such nomination or proposal of other business, in writing, by 5:00 p.m., Eastern Time, on December 1, 2017,27, 2024, but in no event earlier than November 1, 2017.27, 2024.

In addition to satisfying the notice requirements under our Bylaws, any stockholder who intends to solicit proxies in support of director nominees other than our nominees must comply with the additional requirements of Rule 14a-19(b) under the Exchange Act, including providing certain statements.

Any such nomination or proposal should be sent to our Secretary at Apollo Commercial Real Estate Finance, Inc., 9 West 57th Street, 43rd42nd Floor, New York, New York 10019 and, to the extent applicable, must include the information and other materials required by our Bylaws.

DELIVERY OF MATERIALS

In accordance with rules adopted by the SEC, instead of mailing a printed copy of our proxy materials to our stockholders, we are, except as described below, furnishing proxy materials, including this Proxy Statement and our 20162023 Annual Report to stockholders, by providing access to these documents on the Internet. Accordingly, on or about March 31, 2017,April 26, 2024, a Notice of Internet Availability of Proxy Materials (the “Notice”) will be sent to our beneficial owners of Common Stock. The Notice provides instructions for accessing our proxy materials on the Internet and instructions for receiving printed copies of the proxy materials without charge by mail or electronically by email. Please follow the instructions included in the Notice.

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