APOApollo Global Management

Exchange Implementation Agreement

“On December 31, 2021, in connection with the restructuring of AAM that occurred prior to the closing of the Mergers (the “AAM restructuring”), AGM and certain other persons entered into an Exchange Implementation Agreement (the “Exchange Implementation Agreement”) with certain holders of Apollo Operating Group (as defined in the amended and restated certificate of incorporation of AGM) units (“AOG Units”). Pursuant to the Exchange Implementation Agreement, such holders of AOG Units exchanged a portion of such AOG Units for shares of common stock concurrently with the consummation of the Mergers. Additionally, under the Exchange Implementation Agreement, on December 31, 2021, the remainder of the AOG Units held by such holders were sold and transferred to APO Corp., a wholly-owned subsidiary of AAM, in exchange for an amount equal to $3.66 multiplied by the total number of AOG Units held by such holders as of immediately prior to the AAM restructuring. Such amount is payable over a period of three years in equal quarterly installments.”

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Lock-Up Agreement

“On December 9, 2024, Mr. Rowan entered into a lock-up agreement with the Company pursuant to which he agreed not to sell, pledge, dispose or otherwise transfer any Company shares outside of certain previously disclosed contracts for a period of one year, subject to customary exceptions.”

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Acquisition of ADIP Limited Partnership Interests

“Effective October 1, 2024, Athene Life Re Ltd. (“ALRe”), a subsidiary of Athene and AGM, consummated a tender offer for certain limited partnership interest in a series of funds that comprise the Apollo/Athene Dedicated Investment Program (“ADIP”). As part of the tender offer, ALRe purchased ADIP limited partnership interests held by an entity controlled by James Belardi for $4,193,938.”

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Transactions with 5% Stockholders

“In the ordinary course of our business during 2025, we entered into transactions with BlackRock, Inc. and FMR LLC on an arm’s-length basis and subject to customary terms and conditions.”

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

“In the ordinary course of our business, we engage in transactions, arrangements and relationships with many other entities, including financial institutions and professional organizations. Some of our directors, executive officers, greater than 5% stockholders, and their immediate family members (each, a “related person”) may be directors, officers, partners, members, employees or stockholders of these entities. We carry out transactions with these entities on customary terms and, in many instances, these related persons may not have knowledge of them. To our knowledge, since January 1, 2025, no related person has had a material interest in any of our ongoing business transactions or relationships except as described in this section.”

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Stockholders Agreement

“On January 1, 2022, we entered into the Stockholders Agreement with the Former Managing Partners and certain affiliates of the Former Managing Partners.”

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Stockholders Agreement

“Each of the Former Managing Partners has the right to nominate himself (or a designee reasonably acceptable to the Nominating and Corporate Governance Committee, as applicable) to our Board of Directors as part of the director slate of the Board of Directors for election at the Company’s annual meeting of stockholders, for so long as such Former Managing Partner, together with the members of his family group, beneficially owns at least $400 million in value or 10 million in number of shar...”

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Stockholders Agreement

“each Former Managing Partner (or his designee, as applicable), will, if requested by the Board of Directors, resign from the Board of Directors in the event that such Former Managing Partner no longer meets the Ownership Threshold;”

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Stockholders Agreement

“each Former Managing Partner, together with the members of his family group, agrees to vote all of his or their respective shares of common stock in favor of the election of the other Former Managing Partners (or their designees, as applicable);”

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Stockholders Agreement

“subject to the fiduciary duties of the directors then serving on the Board of Directors, AGM will recommend that its stockholders vote in favor of the Former Managing Partners (or their designees, as applicable) and AGM will otherwise take reasonable action to support their nomination and election (including by filling vacancies on the Board of Directors, if necessary);”

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Stockholders Agreement

“each Former Managing Partner (but not his designee) will be entitled to a seat on the Executive Committee so long as such Former Managing Partner serves on the Board of Directors;”

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Stockholders Agreement

“AGM will not make any non-pro rata distributions or payments to any Former Managing Partners without the consent of the other Former Managing Partners;”

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Stockholders Agreement

“each Former Managing Partner and AGM agree not to take actions inconsistent with the terms of the Stockholders Agreement or in a manner that is discriminatory as to one or more of the Former Managing Partners, and will agree to oppose any such actions if proposed by others;”

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Stockholders Agreement

“each Former Managing Partner will have customary information rights regarding AGM’s business, so long as such Former Managing Partner, together with the members of his family group, meets an ownership threshold equal to 50% of the Ownership Threshold; and each Former Managing Partner will be entitled to the use of office space at AGM’s offices and administrative and logistics support provided by AGM; provided, that such Former Managing Partner continues to (a) provide services to AGM (other than as a member of the Board of Directors), (b) serve on the Executive Committee or (c) serve as the chair of the Board of Directors or of any committee of the Board of Directors.”

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Stockholders Agreement

“The Stockholders Agreement also grants to each Former Managing Partner (and his permitted transferees) the right, under certain circumstances and subject to certain restrictions, to require AGM to register under the Securities Act, shares of common stock held or acquired by them. Under the Stockholders Agreement, each Former Managing Partner (and his permitted transferees) (i) has “demand” registration rights that require AGM to register under the Securities Act the shares of common stock that he (and his permitted transferees) holds or acquires, (ii) may require AGM to make available registration statements permitting sales of shares of common stock he holds or acquires in the market from time to time over an extended period and (iii) has the ability to exercise certain piggyback registration rights in connection with registered offerings requested by other registration rights holders or initiated by AGM. AGM has agreed to indemnify each Former Managing Partner (and his permitted transferees, together with certain related parties) against any losses or damages resulting from any untrue statement or omission of material fact in any registration statement or prospectus pursuant to which such holder sells shares of common stock, unless such liability arose from the holder’s misstatement or omission, and each Former Managing Partner (and his permitted transferees) has agreed to indemnify AGM against all losses caused by his (or their) misstatements or omissions.”

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Registration Rights Agreement

“On January 1, 2022, AGM entered into a Registration Rights Agreement with Mr. James Zelter and Mr. Scott Kleinman (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, AGM has granted Messrs. Zelter and Kleinman and their permitted transferees the right, under certain circumstances and subject to certain restrictions, to require AGM to register under the Securities Act, shares of common stock held or acquired by them. Under the Registration Rights Agreement, the registration rights holders (i) have “demand” registration rights that require AGM to register under the Securities Act the shares of common stock that they hold or acquire, (ii) may require AGM to make available registration statements permitting sales of shares of common stock they hold or acquire in the market from time to time over an extended period and (iii) have the ability to exercise certain piggyback registration rights in connection with registered offerings requested by other registration rights holders or initiated by AGM. AGM has agreed to indemnify each registration rights holder and certain related parties against any losses or damages resulting from any untrue statement or omission of material fact in any registration statement or prospectus pursuant to which such holder sells shares of common stock, unless such liability arose from the holder’s misstatement or omission, and each registration rights holder has agreed to indemnify AGM against all losses caused by his misstatements or omissions.”

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Roll-Up Agreements

“Pursuant to the Roll-Up Agreements dated as of July 13, 2007, certain of AGM’s current and former employees (the “Contributing Partners”), including Messrs. Kleinman and Zelter received interests in AP Professional Holdings, L.P. (“Holdings”), which we refer to as units of Apollo Operating Group (as defined in the amended and restated certificate of incorporation of AGM) (“AOG Units”), in exchange for their contribution of assets to the limited partnerships and limited liability companies through which AAM operated its businesses. In connection with the closing of the merger transactions between AGM, AAM and AHL, which closed on January 1, 2022, the Roll-Up Agreements were amended to remove all covenants and agreements contained therein other than provisions relating to certain previously consummated roll-up transactions and the litigation cooperation covenant and to add certain matters relating to AGM’s tax receivable agreement (“TRA”).”

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Amended and Restated Tax Receivable Agreement

“Prior to the consummation of our corporate reorganization on January 1, 2022, and subject to certain restrictions, each of the Former Managing Partners and Contributing Partners had the right to exchange the AOG Units that they held through their partnership interests in Holdings (together with the corresponding interest in AAM’s former share of Class B common stock) for AAM’s Class A shares in a taxable exchange. All Apollo Operating Group entities have made an election under Section 754 of the U.S. Internal Revenue Code (“IRC”).”

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Amended and Restated Tax Receivable Agreement

“The election results in an increase to the tax basis of underlying assets which may reduce the amount of tax that AGM and its subsidiaries will otherwise be required to pay in the future. The TRA provides for payment to the Former Managing Partners and Contributing Partners of 85% of the amount of cash tax savings, if any, in U.S. federal, state, local and foreign income taxes AGM realizes as a result of the increases in tax basis of assets resulting from exchanges of AOG Units for Class A shares that have occurred in prior years. AGM and its subsidiaries retain the benefit of the remaining 15% of actual cash tax savings. If AGM does not make the required annual payment on a timely basis as outlined in the TRA, interest is accrued on the balance until the payment date. The term of the TRA will continue until all such benefits have been utilized or expired. As of December 31, 2025, TRA holders no longer own any operating units that could be exchanged pursuant to the TRA.”

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Amended and Restated Tax Receivable Agreement

“The Internal Revenue Service (the “IRS”) could challenge AGM’s claim to any increase in the tax basis of the assets owned by the Apollo Operating Group that resulted from the exchanges entered into by the Former Managing Partners or Contributing Partners. The IRS could also challenge any additional tax depreciation and amortization deductions or other tax benefits (including deductions for imputed interest expense associated with payments made under the TRA) that AGM claimed as a result of, or in connection with, such increases in the tax basis of such assets. If the IRS were to successfully challenge a tax basis increase or tax benefits AGM previously claimed from a tax basis increase, the Former Managing Partners and Contributing Partners would not be obligated under the TRA to reimburse AGM for any payments previously made to them (although any future payments would be adjusted to reflect the result of such challenge). As a result, in certain circumstances, payments could be made to the Former Managing Partners and Contributing Partners under the TRA in excess of 85% of AGM’s actual aggregate cash tax savings. The timing and amount of payments that will be made to the Former Managing Partners and Contributing Partners will depend on a variety of factors, including, but not limited to, the timing and amount of our future income.”

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Amended and Restated Tax Receivable Agreement

“From January 1, 2025 through December 31, 2025, Apollo made payments totaling $4,226,999 to the Former Managing Partners and Contributing Partners who are executive officers (or to their estate planning vehicles) pursuant to the TRA, related to tax benefits treated as realized thereunder by AGM. Those payments included the following amounts: $721,725 for Mr. Black, $2,259,762 for Mr. Harris, $1,212,653 for Mr. Rowan and $32,859 for Mr. Kleinman.”

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Employment Arrangements

“Please see the section entitled “Executive Compensation - Employment Agreements” and “ - Potential Payments upon Termination or Change in Control” for a description of the employment agreements of our named executive officers who have employment agreements.”

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Employment Arrangements

“In addition, Joshua Black, a son of Leon Black, is currently employed as a Partner in Apollo’s financial institutions group. He is entitled to receive a base salary, incentive compensation and employee benefits comparable to those offered to similarly situated employees of Apollo. He is also eligible to receive an annual performance-based bonus in an amount determined by Apollo in its discretion.”

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Firm Use of Private Aircraft

“In the normal course of business, our personnel made use of an aircraft owned as a personal asset by an entity controlled by Mr. Rowan. Mr. Rowan paid for the purchase of the aircraft and bears all operating, personnel and maintenance costs associated with his operation for personal use. Payments by us for the business use of the aircraft by Mr. Rowan and other of our personnel are determined based on a specified hourly rate. From January 1, 2025 through December 31, 2025, Apollo made payments of $1,380,863 for the use of such aircraft owned by an entity controlled by Mr. Rowan.”

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Firm Use of Private Aircraft

“Apollo Management Holdings, L.P. (“AMH”), a subsidiary of AGM, in furtherance of the Company’s business goals and in accordance with the Company’s policy on private aircraft use, from time to time leases an aircraft from an entity controlled by Marc Rowan as owner of an aircraft beneficially owned by Mr. Rowan. For its flights under the lease, AMH pays rent to such entity and pays the costs to hire flight crew and operate the aircraft. The agreements were approved by the Audit Committee based on Apollo’s interest in ensuring the safety and security of Mr. Rowan for his business flights for Apollo. AMH also receives a waiver of liability claims from Mr. Rowan and the owner entity and owner trustee of the aircraft. From January 1, 2025 through December 31, 2025, AMH paid rent of $1,251,426 under the lease and paid additional costs of $867,717 for flight crew, fuel and operational expenses for its business use of the aircraft.”

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Investments in Apollo Funds and Other Transactions

“Our directors and executive officers are generally permitted to invest their own capital (or capital of estate planning vehicles controlled by them or their immediate family members) directly in the funds and other accounts we manage and affiliated entities or in certain Athene annuity products. In general, such investments are not subject to management fees, and in certain instances, may not be subject to performance fees. In addition, from time to time, our directors and executive officers are offered an opportunity to invest their own capital in vehicles managed by third-party sponsors with which we have a strategic relationship (such investments with third-party sponsors, “Third-Party Sponsored Fund Investments”). Such investment opportunities may not be subject to management fees and/or performance fees. The opportunity to invest in the funds we manage, certain Athene annuity products and such third-party sponsored vehicles in this manner is available to our directors, executive officers and those of our employees (or estate planning vehicles respectively established or controlled by them or their immediate family members) whom we have determined to have a status that reasonably permits us to offer them these types of investments in compliance with applicable laws, as well as certain former directors and employees. As of December 31, 2025, our professionals have committed or invested approximately $2.2 billion of their own capital to Apollo-managed funds.”

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Investments in Apollo Funds and Other Transactions

“The amount committed to be invested in the funds and other accounts we manage, certain Athene annuity products and in Third-Party Sponsored Fund Investments by our current and former directors, executive officers and certain other related persons (and their immediate family members, or their or their immediate family members’ estate planning vehicles associated with them or their immediate family members) from January 1, 2025 through December 31, 2025 was $198,899 for Mr. Beilinson, $8,000,000 for Mr. Belardi, $176,764 for Mr. Black, $150,000 for Ms. Hormozi, $369,496 for Ms. Joyner, $250,000 for Mr. Kleinman, $110,000,000 for Mr. Rowan, $225,000 for Mr. Toomey, $3,000,000 for Mr. Zelter and $758,593 for Mr. Zito. The amount of distributions on these fund and account investments or annuity products, including profits and return of capital to our directors, executive officers and certain other related persons (and, in some cases, their immediate family members or certain of their or their immediate family members’ estate planning vehicles associated with them or their immediate family members) from January 1, 2025 through December 31, 2025, was $400,497 for Mr. Beilinson, $4,478,879 for Mr. Belardi, $206,703 for Ms. Bibliowicz, $6,106,376 for Mr. Black, $64,346 for Ms. Chatterjee, $64,346 for Mr. Clayton, $211,948 for Mr. Ducey, $39,040,819 for Mr. Harris, $273,924 for Ms. Hormozi, $218,830 for Ms. Joyner, $1,222,532 for Mr. Kelly, $8,666,067 for Mr. Kleinman, $965,185 for Mr. Kvalheim, $9,706 for Mr. Leach, $61,104 for Ms. Richards, $52,746,455 for Mr. Rowan, $252,933 for Mr. Simon, $21,883 for Mr. Toomey, $3,504,334 for Mr. Zelter and $664,321 for Mr. Zito.”

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Investments in Apollo Funds and Other Transactions

“In addition, certain of our subsidiaries engage in syndication activities pursuant to which they syndicate equity and debt financings, loans or other transactions to Apollo clients and co-investors, as well as third parties. Entities affiliated with or controlled by one or more of our executive officers may from time to time participate in one or more of these syndications by acquiring a portion of the syndication, provided that such affiliated entities participate on the same terms and subject to the same conditions, including fees paid to us, as all third parties participating in such syndication, and other required conditions have been satisfied. Similarly, certain other related persons and their related entities, including large institutional stockholders, may invest from time to time in such syndications, co-investment opportunities or other transactions arranged by, or including, Apollo and its affiliated entities, including, but not limited to, investments in funds we manage and in portfolio companies of such funds.”

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Investments in Apollo Funds and Other Transactions

“In August 2023, Athene Annuity and Life Company (“AAIA”), a subsidiary of Apollo, made a loan of $95 million to an entity affiliated with Simon Property Group, Inc. (“Simon Property Group”). The loan bears interest at a rate of 6.66%. In the year ended December 31, 2025, AAIA received $6,219,241 in interest from the loan to the Simon Property Group affiliate and there was $91,403,973 aggregate principal amount outstanding under the loan on December 31, 2025. David Simon, who formerly served as one of AGM’s independent directors, was the Chairman, CEO and President of Simon Property Group and a significant stockholder of Simon Property Group.”

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Investments in Apollo Funds and Other Transactions

“From time to time, related persons may purchase securities issued by Apollo or its affiliates in a public offering at the same price and on the same terms as other purchasers.”

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Investments in Apollo Funds and Other Transactions

“From time to time in the ordinary course of business, funds, accounts or other vehicles for which Apollo provides investment management or advisory services may acquire debt and equity securities issued by related persons or their affiliates, in open market transactions and may receive dividends, interest payments or other fees on such securities and transactions. In addition, from time to time in the ordinary course of business, Apollo, or funds, accounts or other vehicles for which Apollo provides investment management or advisory services, may acquire or manage assets pertaining to pension group annuities, which assets may include securities issued by related persons or their affiliates.”

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Sub-Advisory Arrangements and Strategic Investment Accounts

“From time to time, we have entered into sub-advisory arrangements with, or established strategic investment accounts for, certain of our directors and executive officers or vehicles they manage. Such arrangements have been approved in advance in accordance with our policy regarding transactions with related persons. In addition, such sub-advisory arrangements or strategic investment accounts have been entered into with, or advised by, an Apollo entity serving as investment advisor registered under the Investment Advisers Act of 1940, as amended, and any fee arrangements, if applicable, have been on an arms-length basis. The amount of such fees paid to us by our directors, executive officers and certain other related persons or vehicles they manage from January 1, 2025 through December 31, 2025 was $22,107 for Mr. Rowan.”

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Indemnification of Directors, Officers and Others

“Under our certificate of incorporation, in most circumstances we will be obligated to indemnify the following persons, to the fullest extent permitted by applicable law, from and against all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts: AAM’s Former Manager; any Affiliate of AAM’s Former Manager; any member, partner, Tax Matters Partner, Partnership Representative, officer, director, employee, agent, fiduciary or trustee of any Corporate Group Member (each as defined in our certificate of incorporation), AAM’s Former Manager or any of its respective Affiliates; any Person who was serving at the request of AAM’s Former Manager or any of its respective Affiliates as an officer, director, employee, member, partner, Tax Matters Partner, Partnership Representative, agent, fiduciary or trustee of another Person; provided, that a Person shall not be included by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services; and any person that our Board of Directors in its sole discretion designates as an “Indemnified Person” as permitted by applicable law. Subject to certain conditions and exceptions described in our certificate of incorporation, we may be required, from time to time, to advance expenses (including legal fees and expenses) that are incurred by indemnified persons, in appearing at, participating in or defending such indemnifiable claims, demands, actions, suits or proceedings prior to a final and non-appealable determination that the indemnified person is not entitled to be indemnified.”

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Indemnification of Directors, Officers and Others

“We have agreed to provide this indemnification unless there has been a final and non-appealable judgment by a court of competent jurisdiction determining that these persons acted in bad faith or engaged in fraud or willful misconduct. We have also agreed to provide this indemnification for criminal proceedings. Any indemnification under these provisions will only be out of our assets. We may purchase insurance against liabilities asserted against and expenses incurred by persons for our activities, regardless of whether we would have the power to indemnify the person against liabilities under our certificate of incorporation.”

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Indemnification of Directors, Officers and Others

“We have entered into indemnification agreements with each of our directors, executive officers and certain of our employees which set forth the obligations described above. In 2025, we paid approximately $50 million in respect of such indemnification and advancement obligations. In addition, in 2025 a related party reimbursed us for certain legal expense incurred relating to a legal proceeding.”

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Indemnification of Directors, Officers and Others

“We have also agreed to indemnify each of the Former Managing Partners and certain Contributing Partners, including executive officers Messrs. Kleinman and Zelter, against certain amounts that they are required to pay in connection with a general partner obligation for the return of previously made performance fee distributions in respect of Apollo Investment Fund IV, L.P. and its parallel fund, Apollo Investment Fund V, L.P. and its parallel funds and alternative investment vehicles, and Apollo Investment Fund VI, L.P. and its parallel funds and alternative investment vehicles.”

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Transactions with 5% Stockholders

“In the ordinary course of our business during 2025, we entered into transactions with BlackRock, Inc. and FMR LLC on an arm’s-length basis and subject to customary terms and conditions.”

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Statement of Policy Regarding Transactions with Related Persons

“We have adopted a written Related Person Transactions Policy (the “policy”), which sets forth our policy with respect to the review, approval, ratification and disclosure of all material related person transactions by the Audit Committee. In accordance with the policy, the Audit Committee has overall responsibility for implementation of and compliance with the policy.”

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Statement of Policy Regarding Transactions with Related Persons

“For purposes of the policy, a “related person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we were, are or will be a participant and the amount involved exceeded, exceeds or will exceed $120,000 and in which any related person (as defined in the policy) had, has or will have a direct or indirect material interest.”

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Statement of Policy Regarding Transactions with Related Persons

“The policy requires that notice of a proposed related person transaction be provided to AGM’s Chief Legal Officer prior to entry into such transaction. If the Chief Legal Officer determines that such transaction is a related person transaction and does not fall within certain categories of pre-approved transactions listed in our policy, the proposed transaction will be submitted to our Audit Committee for consideration or in certain instances, to the Audit Committee Chair. Under the policy, our Audit Committee or the Audit Committee Chair may approve only those related person transactions that are in, or not inconsistent with, AGM’s best interests. In the event that we become aware of a related person transaction that has not been previously reviewed, approved or ratified under the policy and that is ongoing or is completed, the transaction will be submitted to the Audit Committee so that it may determine whether to ratify, rescind or terminate the related person transaction (provided that an interested director is required to be recused from such determination). The policy provides that no member of the Audit Committee shall participate in any review, consideration, or approval of any related person transaction with respect to which such member or any of his or her immediate family members is the related person. We make periodic inquiries of directors and executive officers with respect to any potential related person transaction of which they may be a party or of which they may be aware.”

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