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false 0001858681 0001858681 2025-09-02 2025-09-02 0001858681 us-gaap:CommonStockMember 2025-09-02 2025-09-02 0001858681 APO:Sec6.75SeriesMandatoryConvertiblePreferredStockMember 2025-09-02 2025-09-02 0001858681 APO:Sec7.625FixedrateResettableJuniorSubordinatedNotesDue2053Member 2025-09-02 2025-09-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 2, 2025

Apollo Global Management, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41197   86-3155788
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

9 West 57th Street, 42nd Floor

New York, New York 10019

(Address of principal executive offices) (Zip Code)

(212) 515-3200

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

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

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock   APO   New York Stock Exchange
6.75% Series A Mandatory Convertible Preferred Stock   APO PR A   New York Stock Exchange
7.625% Fixed-Rate Resettable Junior Subordinated Notes due 2053   APOS   New York Stock Exchange

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

Emerging growth company ☐

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

 

 

 

     

 

Item 8.01 Other Events.

On September 2, 2025, Apollo Global Management, Inc., a Delaware corporation (the “Company”), filed a prospectus supplement (the “Prospectus Supplement”) to the Company’s effective shelf registration statement on Form S-3 (the “Registration Statement”) (File No. 333-271275) filed with the U.S. Securities and Exchange Commission on April 14, 2023, and the base prospectus contained therein. The Prospectus Supplement covers the resale of up to 370,639 shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share, by certain selling stockholders who received the Shares pursuant to a purchase agreement, dated as of September 1, 2025, by and among the Company, Bridge Debt Management Company LLC, a Delaware limited liability company and Bridge Debt Strategies Employee PI Holdco LLC, a Delaware limited liability company (together, the “Sellers”), and James Chung, solely in his capacity as the Sellers’ Representative.

The Company is filing this Current Report on Form 8-K solely for the purpose of filing the opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP relating to the legality of the Shares and the related consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP, which opinion and consent are filed herewith as Exhibits 5.1 and 23.1, respectively, and are incorporated by reference into the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.
  Description
   
5.1   Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP regarding legality of the Shares.
   
23.1   Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1).
   
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

     

 

SIGNATURES

 

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

 

Date: September 2, 2025

 

  APOLLO GLOBAL MANAGEMENT, INC.  
       
       

By: /s/ Jessica L. Lomm  
  Name: Jessica L. Lomm  
  Title: Vice President & Secretary  

 

 

 

 

     

 

EX-5.1 2 eh250672701_0501.htm EXHIBIT 5.1

EXHIBIT 5.1

 

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

September 2, 2025

 

Apollo Global Management, Inc.

9 West 57th Street, 42nd Floor

New York, New York 10019

 

Registration Statement on Form S-3ASR (File No. 333-271275)

 

Ladies and Gentlemen:

 

We have acted as special counsel to Apollo Global Management, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-3ASR (File No. 333-271275) (the “Registration Statement”) of the Company, filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Rules”), which became effective on April 14, 2023. You have asked us to furnish our opinion as to the legality of 370,639 shares (the “Bridge Secondary Shares”) of the Company’s common stock, par value $0.00001 per share, that that are being registered under the Registration Statement today and may be offered by certain stockholders of the Company.

 

In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

 

1.     the Registration Statement; and

 

2.     the prospectus supplement dated September 2, 2025 (the “Prospectus”).

 

In addition, we have examined (i) such corporate records of the Company that we have considered appropriate, including a copy of the amended and restated certificate of incorporation, as amended, and amended and restated bylaws, of the Company, certified by the Company as in effect on the date of this letter, and copies of resolutions of the board of directors and the executive committee of the board of directors of the Company relating to the issuance of the Bridge Secondary Shares, certified by the Company and (ii) such other certificates, agreements and documents that we deemed relevant and necessary as a basis for the opinions expressed below. We have also relied upon the factual matters contained in the representations and warranties of the Company made in the Documents and upon certificates of public officials and the officers of the Company.

 

In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all the latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete.

 

Based upon the above, and subject to the stated assumptions, exceptions and qualifications, we are of the opinion that the Bridge Secondary Shares have been duly authorized by all necessary corporate action on the part of the Company and are validly issued, fully paid and non-assessable.

 

 


 

 

The opinion expressed above is limited to the General Corporation Law of the State of Delaware. Our opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect.

 

We hereby consent to use of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” contained in the Prospectus. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the Rules.

 

 

Very truly yours,

 

/s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP

 

PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

 

 

 

 

 

 

 

 

 

 

Apollo Global Management, Inc.

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