Marc J. Rowan - 09 Dec 2024 Form 4 Insider Report for Apollo Global Management, Inc. (APO)

Footnote F1

By MJR Foundation LLC, an estate planning vehicle for which voting and investment control are exercised by the Reporting Person and which is owned by the Reporting Person, RWN Management, LLC, a family trust with a trust affiliated with Mr. Rowan and MJR-09FT-2A LLC. Shares of Common Stock (as defined below) reported reflect an in-kind, pro rata distribution without consideration and without a change in pecuniary interest for the Reporting Person.

Footnote F2

By RWN Management, LLC, an entity indirectly owned and controlled by the Reporting Person. Alchemy Group Holdings LLC is the managing member of RWN Management, LLC and is also indirectly owned and controlled by the Reporting Person. The shares reported herein reflect the receipt of an in-kind distribution from MJR Foundation LLC and contemporaneous in-kind contribution to RWNM-VPF LLC without a change in pecuniary interest.

Footnote F3

By RWNM-VPF LLC, a wholly owned subsidiary of RWN Management, LLC. The Shares reported herein reflect the receipt of shares from its parent entity.

Footnote F4

Reflects ownership after a receipt of a pro rata in-kind distribution and a contemporaneous in-kind contribution to MJR-VPF LLC, an entity owned and controlled by the Reporting Person without change in pecuniary interest for the Reporting Person.

Footnote F5

By MJR-VPF LLC, an entity owned and controlled by the Reporting Person. The shares held by MJR-VPF LLC were received in an in-kind contribution from the Reporting Person without consideration or change in pecuniary interest.

Footnote F6

By MJR 09FT-VPF LLC, an entity for which voting and investment control are exercised by the Reporting Person and which is wholly owned by a family trust controlled by Marc Rowan. The shares held by MJR 09FT-VPF LLC were received in an in-kind contribution without consideration or change in pecuniary interest for the Reporting Person. The shares contributed were received in an in-kind pro rata distribution without a change in pecuniary interest.

Footnote F7

By MJR-09FT-2A LLC, an entity for which voting and investment control are exercised by the Reporting Person and which is wholly owned by a family trust controlled by Marc Rowan. The shares held by MJR-09FT-2A LLC were received in an in-kind pro rata distribution without a change in pecuniary interest for the Reporting Person.

Footnote F8

On December 9, 2024, each of RWNM-VPF LLC, MJR 09FT-VPF LLC and MJR-VPF LLC (each a "VPF entity" and collectively, the "VPF entities") entered into a delayed draw variable share forward sale transaction with an unaffiliated bank (the "Bank") pursuant to a separate Master Confirmation entered into between each VPF entity and the Bank, each dated December 9, 2024 (collectively, the "Agreements") relating to up to the number of shares of common stock, par value $0.00001 per share ("Common Stock"), of Apollo Global Management, Inc. (the "Issuer") set forth above next to each VPF entity and obligating the VPF entities to deliver to the Bank up to such number of shares of Common Stock (or, at the VPF entities' election, under certain circumstances, an equivalent amount of cash) to settle the applicable Agreement.

Footnote F9

The VPF entities pledged the number of shares of Common Stock (the "Pledged Shares") set forth above for each VPF entity to secure its obligations under its respective Agreement, and retained voting and ordinary dividend rights in the Pledged Shares during the term of the pledge (and thereafter if the VPF entities settle the Agreements in cash), subject to certain payments the VPF entities will need to make to the Bank with respect to dividends under the terms of the Agreements. Under the terms of the Agreements, the VPF entities 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 Agreements, 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.

Footnote F10

Under each Agreement, on the relevant settlement date for each of the up to 25 components for which a prepayment has been paid to the applicable VPF entity by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the per-share volume weighted average price of Common Stock on the related valuation date (the "Settlement Price") is less than or equal to a floor price that is based on the price at which the Bank established its initial hedge position during a hedging period (the "Floor Price"), such VPF entity will deliver to the Bank the ratable portion of the applicable Pledged Shares to be delivered with respect to each settlement date (such number of shares, the "Number of Shares");

Footnote F11

(Continued from footnote 10) (b) if the Settlement Price is between the Floor Price and a cap price that is based on the price at which the Bank established its initial hedge position during a hedging period (the "Cap Price"), such VPF entity will deliver to the Bank a number of shares of Common Stock equal to the Number of Shares multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, such VPF entity will deliver to the Bank the number of shares of Common Stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price.

Footnote F12

Under each Agreement, on the relevant settlement date for each of the up to 25 components for which a prepayment has not been paid to the applicable VPF entity by the Bank, the number of shares of Common Stock to be delivered to the Bank (or on which to base the amount of cash to be delivered to the Bank ) is to be determined as follows: (a) if the Settlement Price is greater than the Cap Price, the Bank will pay to such VPF entity the Cap Price multiplied by the Number of Shares, and such VPF entity will deliver to the Bank a number of shares equal to the Number of Shares; (b) if the Settlement Price is less than the Floor Price, such VPF entity will deliver to the Bank a number of shares equal to the Number of Shares, and the Bank will pay to such VPF entity the Floor Price multiplied by the Number of Shares; or (c) if the Settlement Price is between the Floor Price and the Cap Price, no payment or delivery of shares will be made by either party.