Apollo Global Management: Ownership Update Filed

TL;DR

Apollo Global Mgmt ownership filing updated by Rowan Marc J & RWN Mgmt. Details to follow.

AI Summary

On December 11, 2024, Apollo Global Management, Inc. filed an amendment (SC 13D/A) to its Schedule 13D. The filing indicates changes in beneficial ownership by Rowan Marc J and associated entities, including RWN Management, LLC. The specific details of the changes in share ownership and the aggregate percentage are not fully disclosed in the provided text, but it represents an update to their previous filings.

Why It Matters

This filing provides insight into significant ownership changes for Apollo Global Management, Inc., which could influence investor sentiment and stock performance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often signal significant shifts in major shareholder positions, which can lead to increased volatility.

Key Players & Entities

• Apollo Global Management, Inc. (company) — Subject Company
• Rowan Marc J (person) — Filer
• RWN Management, LLC (company) — Associated Filer
• Wendy Dulman (person) — Contact Person
• ALCHEMY GROUP HOLDINGS LLC (company) — Group Member
• MJR 09FT-VPF LLC (company) — Group Member
• MJR FOUNDATION LLC (company) — Group Member
• MJR-09 2023 FAMILY TRUST (company) — Group Member
• MJR-09FT-2A LLC (company) — Group Member
• MJR-VPF LLC (company) — Group Member

FAQ

Key Financial Figures

• $0.00001 — ame of Issuer) Common Stock, par value $0.00001 per share (Title and Class of Securiti

Filing Documents

• form_sc13da-apollo.htm (SC 13D/A) — 236KB
• exhibit_99-2.htm (EX-99.2) — 1KB
• exhibit_99-2.pdf (EX-99.2) — 348KB
• exhibit_99-3.htm (EX-99.3) — 0KB
• exhibit_99-3.pdf (EX-99.3) — 34KB
• 0001011438-24-000719.txt ( ) — 765KB

of the Schedule 13D is hereby amended and restated as follows

Item 2 of the Schedule 13D is hereby amended and restated as follows: (a) The persons filing this Schedule 13D (collectively, the "Reporting Persons") are: 1. Marc Rowan 2. MJR Foundation LLC ("MJR Foundation") 3. MJR-VPF LLC ("MJR-VPF") 4. MJR 09FT-VPF LLC ("MJR 09FT-VPF") 5. RWN Management, LLC ("RWNM") 6. RWNM-VPF LLC ("RWNM-VPF") 7. Alchemy Group Holdings LLC ("AGH") 8. MJR-09FT-2A LLC ("09FT-2A") 9. MJR-09 2023 Family Trust (the "Family Trust") 10. RWNM AOG Holdings LLC ("AOG Holdings") 11 RWNM Series A Holdings LLC ("Series A Holdings") (b) The business address or address of its principal office, as applicable, of MJR Foundation, MJR-VPF, MJR 09FT-VPF, RWNM, RWNM-VPF and AGH is c/o RWN Management, LLC, 65 East 55th Street, 31st Floor, New York, NY 10022. Mr. Rowan's address is 81 Butternut Hollow Road, Greenwich, CT 06830. AOG Holdings and Series A Holdings have been dissolved. (c) Mr. Rowan's principal occupation is serving as the Chief Executive Officer and Member of the Board of Directors of the Issuer (the "Board"). Mr. Rowan is also the Managing Member of MJR Foundation and the sole owner of AGH. MJR Foundation is an estate planning vehicle for which voting and investment control are exercised by Mr. Rowan, which is principally organized to hold shares of Common Stock of the Issuer. Each of MJR-VPF, MJR 09FT-VPF and RWNM-VPF, is organized to hold shares of Common Stock of the Issuer. 09FT-2A and the Family Trust are estate planning entities. RWNM holds securities, including securities of the Issuer. AGH is the Managing Member of RWNM. AOG Holdings and Series A Holdings no longer conduct a function. (d) and (e) During the past five years, none of the Reporting Persons has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a jud

of the Schedule 13D is hereby amended to add the following

Item 4 of the Schedule 13D is hereby amended to add the following: On December 9, 2024, each of MJR-VPF, RWNM-VPF and MJR 09FT-VPF, (each, a "Counterparty" and, collectively, the "Counterparties"), entered into a Delayed Draw Variable Share Forward Sale Transaction with JPMorgan Chase Bank, National Association (the "Bank") pursuant to a separate Master Confirmation entered into between each Counterparty and the Bank, each dated December 9, 2024 (collectively, the "Forward Contracts"). The Forward Contracts obligate the Counterparties to deliver to the Bank, on specified dates from February to April of 2029 (each, a "Settlement Date"), at the Counterparties' option, up to an aggregate number of shares of the Issuer's Common Stock equal to the number of shares of Common Stock pledged by the Counterparties or, subject to certain conditions, an equivalent amount of cash. MJR-VPF, RWNM-VPF and MJR 09FT-VPF pledged 1,500,000, 400,000 and 600,000 shares, respectively, of the Issuer's Common Stock (collectively, the "Pledged Shares"), each to secure its obligations under its respective Forward Contract. The Counterparties retain ownership and voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if the Counterparties settle the Forward Contracts in cash), subject to certain payments the Counterparties will need to make to the Bank with respect to dividends under the terms of the Forward Contracts. Under the terms of the Forward Contracts, the Counterparties may, at their election, subject to certain terms and conditions, receive a prepayment from the Bank with respect to some or all portions of the transactions covered by the Forward Contracts, equal to the present value as of the relevant funding date of the payment of the Floor Price (as defined below) at maturity of the transactions. For each of the up to 25 components of each Forward Contract for which a prepayment has been paid to the applicable Counterparty by the

of Schedule 13D is supplemented and superseded, as the case may be, as follows

Item 5 of Schedule 13D is supplemented and superseded, as the case may be, as follows: (a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based on 565,816,456 shares of Common Stock, par value $0.00001 per share, of the Issuer outstanding as of November 4, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Commission on November 6, 2024 . Marc Rowan may be deemed to beneficially own, and have sole voting and dispositive power over, the shares of Common Stock held by the other Reporting Persons. As of the date hereof, Mr. Rowan would be deemed to be the beneficial owner with sole voting and dispositive power of 34,332,816 shares of Common Stock in the aggregate, which represents approximately 6.1% of the outstanding Common Stock. MJR Foundation holds and beneficially owns 23,598,118 shares of Common Stock, which represents approximately 4.0% of the outstanding Common Stock, and has sole voting and dispositive power over such shares of Common Stock it holds. MJR-VPF beneficially owns 1,500,000 shares of Common Stock, which represents less than 1% of the outstanding Common Stock, and has sole voting and dispositive power over such shares of Common Stock. MJR 09FT-VPF beneficially owns 600,000 shares of Common Stock, which represents less than 1% of the outstanding Common Stock, and has sole voting and dispositive power over such shares of Common Stock. RWNM beneficially owns 6,805,636 shares of Common Stock, which represents approximately 1.2% of the outstanding Common Stock, and has sole voting and dispositive power over such shares of Common Stock directly and through its subsidiary, RWNM-VPF. RWNM-VPF beneficially owns 400,000 shares of Common Stock, which represents less than 1% of the outstanding Common Stock, and has sole voting and dispositive power over such shares of Common Stock. AGH beneficially owns the 6,805,636 shares of Common

of Schedule 13D is supplemented and superseded, as the case may be, as follows

Item 6 of Schedule 13D is supplemented and superseded, as the case may be, as follows: The information disclosed in Items 4 and 5 is incorporated by reference herein. In connection with the Forward Contracts described in Item 4, on December 9, 2024, Mr. Rowan entered into a Lock-Up Agreement (the "Lock-Up Agreement") with the Issuer, pursuant to which, among other things, he agreed to be subject to a one-year lock-up period. During the lock-up period, subject to certain limited exceptions, neither he nor his affiliates may offer, sell, contract to sell, or otherwise dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position with respect to its shares of Common Stock. The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the Form of Lock-Up Agreement, which is filed as Exhibit 99.3 to this Schedule 13D and is incorporated herein by reference. Item 7. Material to be Filed as Exhibits. 99.1 Joint Filing Agreement of Schedule 13D by and among the Reporting Persons. 99.2 Form of Delayed Draw Variable Share Forward Sale Contract. 99.3 Form of Lock-Up Agreement .

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: December 11, 2024 MARC J. ROWAN /s/ Marc J. Rowan Marc. J. Rowan MJR FOUNDATION LLC By: /s/ Marc. J. Rowan Name: Marc. J. Rowan Title: Class A Managing Member MJR-VPF LLC By: /s/ Wendy Dulman Name: Wendy Dulman Title: Authorized Person MJR 09FT-VPF LLC By: /s/ Wendy Dulman Name: Wendy Dulman Title: Authorized Person RWN MANAGEMENT, LLC By: Alchemy Group Holdings LLC Its Managing Member By: /s/ Marc J. Rowan Marc J. Rowan Managing Member RWNM-VPF LLC By: /s/ Wendy Dulman Name: Wendy Dulman Title: Vice President and Secretary ALCHEMY GROUP HOLDINGS LLC By: /s/ Marc. J. Rowan Name: Marc. J. Rowan Title: Managing Member MJR 09FT-2A LLC By: /s/ Wendy Dulman Name: Wendy Dulman Title: Authorized Person MJR-09 2023 FAMILY TRUST By: /s/ Mary Harada Name: Mary Harada Title: Authorized Person RWNM AOG HOLDINGS, LLC By: RWNM Series A Holdings LLC Its Managing Member By: RWN Management, LLC its sole member By: Alchemy Group Holdings LLC Its Managing Member By: /s/ Marc. J. Rowan Name: Marc. J. Rowan Title: Managing Member RWNM SERIES A HOLDINGS LLC By: RWN Management, LLC its sole member By: Alchemy Group Holdings LLC Its Managing Member By: /s/ Marc. J. Rowan Name: Marc. J. Rowan Title: Managing Member Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.00001 per share, of Apollo Global Management, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Stat

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