v3.26.1
Related Party Considerations
6 Months Ended
Jun. 30, 2026
Related Party Transactions [Abstract]  
Related Party Considerations
6.

Initial Capital Contribution

On April 12, 2023, the Company issued 40 V Shares of each of Series I and Series II at the aggregate issue prices of $1 and $1, respectively, to an affiliate of the Company.

Infrastructure Assets

On January 2, 2026, the Company sold its indirect interests in Hotspur SPV LLC to a fund managed by an affiliate of the Operating Manager for an aggregate amount of $4,950.

On January 2, 2026, the Company sold its indirect interests in Big Spring Transmission LLC to a fund managed by an affiliate of the Operating Manager for an aggregate amount of $9,128.

On January 2, 2026, the Company sold its indirect interests in Aypa Power 1 LLC to a fund managed by an affiliate of the Operating Manager for an aggregate amount of $25,764.

On January 2, 2026, the Company sold its indirect interests in Longroad High Street Holdings LLC to a fund managed by an affiliate of the Operating Manager for an aggregate amount of $32,483.

On January 9, 2026, the Company sold its indirect interests in Cypress Creek Sparrow Borrower LLC to a fund managed by an affiliate of the Operating Manager for an aggregate amount of $15,259.

On March 26, 2026, the Company sold its indirect interests in Valor to a fund managed by an affiliate of the Operating Manager for an aggregate amount of $9,281.

On May 8, 2026, the Company sold its indirect interests in Rowan Green Data LLC to a fund managed by an affiliate of the Operating Manager for an aggregate amount of $14,875.

On May 8, 2026, the Company sold its indirect interests in PERC Holdings 2 LLC to a fund managed by an affiliate of the Operating Manager for an aggregate amount of $13,591, which was outstanding as of June 30, 2026 and shown as Receivables from investments sold in the Consolidated Statement of Assets and Liabilities.

On May 8, 2026, the Company sold its indirect interests in Abilene DC 1, LLC to a fund managed by an affiliate of the Operating Manager for an aggregate amount of $20,733, which was outstanding as of June 30, 2026 and shown as Receivables from investments sold in the Consolidated Statement of Assets and Liabilities. Subsequent to June 30, 2026, the sale was cancelled, and, as a result, the related receivable of $20,733 was reversed.

Operating Agreement

Pursuant to the Operating Agreement, the Operating Manager is responsible for sourcing, evaluating and monitoring the Company’s investment opportunities and making recommendations to the Board related to the acquisition, management, financing and disposition of the Company’s assets, in accordance with the Company’s investment objectives, guidelines, policies and limitations.

Pursuant to the Operating Agreement, the Operating Manager is entitled to receive a management fee (the “Management Fee”). The Management Fee is payable monthly in arrears in an amount equal to (i) 1.25% per annum of the month-end NAV attributable to S Shares and I Shares, (ii) 1.00% per annum of the month-end NAV attributable to F-S Shares and F-I Shares, (iii) 0.75% per annum of the month-end NAV attributable to the A-I Shares until December 31, 2026 and 1.00% per annum of the month-end NAV attributable to the A-I Shares thereafter and (iv) 0.50% per annum of the month-end NAV attributable to the A-II Shares. In calculating the Management Fee, we will use our NAV before giving effect to accruals for the Management Fee, Performance Fee (as defined below), combined annual distribution fee and shareholder servicing fee or distributions payable on our Shares. We do not pay the Operating Manager a Management Fee on the Shares held by Apollo, and as a result, it is an expense specific to Investor Shares at the rates specified herein, which will result in the dilution of Investor Shares in proportion to the fees charged to different types of Investor Shares.

Any net consulting (including management consulting) or monitoring fees (including any early termination fee or acceleration of any such management consulting fee on a one-time basis that is approved by the Board), break-up fees, directors’ fees, closing fees and merger and acquisition transaction advisory services fees related to the negotiation of the acquisition of an Infrastructure Asset (other than debt investments or investments with respect to which Apollo does not exercise direct control with respect to the decision to engage the services giving rise to the relevant fees, costs and expenses) and similar fees, whether in cash or in kind, including options, warrants and other non-cash consideration paid to the Operating Manager or any of its affiliates or any employees of the foregoing in connection with actual or contemplated acquisitions or investments (and allocable to the Company) (collectively, the “Special Fees”) that are allocable to those Shareholders who bear

Management Fees, will be applied to reduce the Management Fees paid by such Management Fee-bearing Shareholders. The Management Fee payable in any monthly period is subject to reduction, but not below zero, by an amount equal to any Special Fees allocable to Investor Shares pursuant to the terms of the Operating Agreement.

For the three months ended June 30, 2026, the Operating Manager earned gross Management Fees of $952, $1,874 and $2,826 from Series I, Series II and the Company, respectively, with a Special Fees offset of $413, $925 and $1,338, from Series I, Series II and the Company, respectively, resulting in net Management Fees of $539, $949 and $1,488 from Series I, Series II and the Company, respectively. For the six months ended June 30, 2026, the Operating Manager earned gross Management Fees of $1,842, $3,596 and $5,438 from Series I, Series II and the Company, respectively, with a Special Fees offset of $1,118, $2,400 and $3,518, from Series I, Series II and the Company, respectively, resulting in net Management Fees of $724, $1,196 and $1,920 from Series I, Series II and the Company, respectively.

For the three months ended June 30, 2025, the Operating Manager earned gross Management Fees of $563, $1,182 and $1,745 from Series I, Series II and the Company, respectively, with a Special Fees offset of $111, $291 and $402, from Series I, Series II and the Company, respectively, resulting in net Management Fees of $452, $891 and $1,343 from Series I, Series II and the Company, respectively. For the six months ended June 30, 2025, the Operating Manager earned gross Management Fees of $973, $2,169 and $3,142 from Series I, Series II and the Company, respectively, with a Special Fees offset of $260, $631 and $891, from Series I, Series II and the Company, respectively, resulting in net Management Fees of $713, $1,538 and $2,251 from Series I, Series II and the Company, respectively.

The Operating Manager or an affiliate may rebate, waive, or reduce the Management Fee charged to certain shareholders at the sole discretion of the Operating Manager or such affiliate. Any such rebate, waiver or reduction may be effected either by way of purchase of additional Shares by the Operating Manager or such affiliate for the shareholder or by way of rebate to the relevant shareholder’s account. As of June 30, 2026 and 2025, there were no rebates or waivers of the Management Fees.

So long as the Operating Agreement has not been terminated, the Operating Manager is entitled to receive a performance fee (the "Performance Fee") equal to (i) 12.5% of the total return with respect to S Shares or I Shares, (ii) 9.0% of the total return with respect to F-S Shares or F-I Shares, (iii) 7.5% of the total return from inception through December 31, 2026 and 9.0% thereafter with respect to A-I Shares and (iv) 5.0% of the total return with respect to A-II Shares, in each case subject to a 5.0% hurdle amount and a high water mark with respect to such type of Shares, with a catch-up. Such fee will be paid annually and accrue monthly. The Performance Fee is not paid on E Shares or V Shares, and as a result, it is an expense specific only to Investor Shares at the rates specified herein, which will result in the dilution of Investor Shares in proportion to the fees charged to different types of Investor Shares.

For the three months ended June 30, 2026, the Operating Manager earned Performance Fees of $1,141, $2,298 and $3,439 from Series I, Series II and the Company, respectively. For the six months ended June 30, 2026, the Operating Manager earned Performance Fees of $1,818, $3,635, and $5,453 from Series I, Series II and the Company, respectively.

For the three months ended June 30, 2025, the Operating Manager earned Performance Fees of $418, $876 and $1,294 from Series I, Series II and the Company, respectively. For the six months ended June 30, 2025, the Operating Manager earned Performance Fees of $707, $1,550 and $2,257 from Series I, Series II and the Company, respectively.

Various affiliates of the Operating Manager are potentially involved in transactions with the Company’s investments in Infrastructure Assets, and whereby affiliates of the Operating Manager may earn fees in, including but not limited to, structuring, underwriting, arrangement, placement, syndication, advisory or similar services (collectively, “Capital Solution services”).

For the three and six months ended June 30, 2026, $807 and $1,998, respectively, of fees allocable to the Company were paid by the Company’s Infrastructure Assets to consolidated affiliates of the Operating Manager for Capital Solution services, which has been excluded from Special Fees for Series I, Series II, and the Company. For the three and six months ended June 30, 2025, $25 and $256, respectively, of fees allocable to the Company were paid by the Company’s Infrastructure Assets to affiliates of the Operating Manager for Capital Solution services, which has been excluded from Special Fees for Series I, Series II and the Company. The Company’s Infrastructure Assets may have directly or indirectly paid Capital Solution Fees to non-consolidated affiliates of the Operating Manager.

The Company incurred certain operating expenses related to services provided by personnel of the Operating Manager and/or its affiliates. For the three months ended June 30, 2026, these expenses were $99, $238, and $337, for Series I, Series II and the Company, respectively; and for the six months ended June 30, 2026, these expenses were $220, $525, and $745, for Series I, Series II and the Company, respectively. The Company incurred certain operating expenses related to services provided by personnel of the Operating Manager and/or its affiliates. For the three months ended June 30, 2025, these expenses were $86, $213 and $299, for Series I, Series II and the Company, respectively; and for the six months ended June 30, 2025, these expenses were $195, $508 and $703, for Series I, Series II and the Company, respectively. These expenses are included in general and administration expenses in the Consolidated Statement of Operations.

In February 2025, the Company engaged Alchelyst Holdings LLC (f/k/a Lyra Client Solutions Holdings, LLC) ("Alchelyst"), an end-to-end client service platform affiliated with Apollo. Alchelyst provides administration, data management, trade operations, investor onboarding and servicing, technology and other similar services to institutional, global wealth, global family office and retail investors.

During the three months ended June 30, 2026, the Company incurred expenses of $26, $64 and $90 for Series I, Series II and the Company, respectively. During the six months ended June 30, 2026, the Company incurred expenses of $68, $164 and $232 for Series I, Series II and the Company, respectively. These expenses are included in general and administration expenses in the Consolidated Statement of Operations.

During the three and six months ended June 30, 2025, the Company incurred expenses of $18, $44 and $62 for Series I, Series II and the Company, respectively. These expenses are included in general and administration expenses in the Consolidated Statement of Operations.

An affiliate of Apollo was issued 1,849,495 of A-II Shares within Series II on April 1, 2025, for an aggregate consideration of $50,000. The said affiliate elected to reinvest its distributions.

Company Expense Support and Conditional Reimbursement of the Operating Manager

The Operating Manager may elect to pay certain of our expenses, including certain Organizational and Offering Expenses on the Company's behalf (each, an “Expense Support”) in accordance with the Expense Support and Conditional Reimbursement Agreement.

It is expected that following any calendar month in which the Specified Expenses are below 0.60% of the Company’s net assets on an annualized basis, the Company shall reimburse the Operating Manager, fully or partially, for the Expense Support, but only if and to the extent that Specified Expenses plus any “Reimbursement Payments” (defined below) do not exceed 0.60% of the Company’s net assets at the end of each calendar month on an annualized basis, until such time as all Expense Support made by the Operating Manager to the Company within three years prior to the last business day of such calendar month have been reimbursed. Any payments required to be made by the Company in the prior sentence shall be referred to herein as a “Reimbursement Payment.”

“Specified Expenses” is defined to include all expenses incurred in the business of the Company with the exception of (i) the Management Fee, (ii) the Performance Fee, (iii) the combined annual distribution fees and shareholder servicing fees, (iv) the dealer manager fees (including selling commissions), (v) Infrastructure Asset related expenses, (vi) interest expenses, commitment fees, or other expenses related to any leverage incurred by the Company; (vii) taxes; (viii) certain insurance costs, (ix) Organizational and Offering Expenses; (x) certain non-routine items (as determined in the sole discretion of the Operating Manager), and (xi) extraordinary expenses (as determined in the sole discretion of the Operating Manager).

For the three and six months ended June 30, 2026, the Operating Manager did not provide Expense Support for expenses incurred by Series I, Series II and the Company, respectively.

For the three months ended June 30, 2026, the Company reimbursed the Operating Manager for $141, $347 and $488 for previously provided Expense Support related to Series I, Series II and the Company, respectively. For the three months ended June 30, 2026, the Company reimbursed the Operating Manager for $197, $479 and $676 for previously provided Expense Support related to Series I, Series II and the Company, respectively.

For the three and six months ended June 30, 2025, the Company did not reimburse the Operating Manager for previously provided Expense Support related to Series I, Series II and the Company, respectively.

For the three months ended June 30, 2025, the Operating Manager did not provide Expense Support for expenses incurred by Series I, Series II and the Company, respectively. For the six months ended June 30, 2025, the Operating Manager agreed to provide Expense Support of $117, $319 and $436 for expenses incurred by Series I, Series II and the Company, respectively.

As of June 30, 2026, total Due from Operating Manager for total Expense Support outstanding was $2,174, $5,337 and $7,511 for Series I, Series II and the Company, respectively, of which the Operating Manager’s ability to recoup 34% will expire in December 2026, 20% will expire in March 2027, 17% will expire in June 2027, 13% will expire in September 2027, 10% will expire in December 2027 and 6% will expire in March 2028.

As of December 31, 2025, total Due from Operating Manager for total Expense Support outstanding was $2,434, $5,753 and $8,187 for Series I, Series II and the Company, respectively, of which the Operating Manager’s ability to recoup 40% will expire in December 2026, 18% will expire in March 2027, 15% will expire in June 2027, 12% will expire in September 2027, 9% will expire in December 2027 and 5% will expire in March 2028.

As of June 30, 2026, Series I, Series II and the Company had an outstanding payable to Operating Manager of $2,174, $5,337 and $7,511, respectively, and as of December 31, 2025, Series I, Series II and the Company had an outstanding payable to Operating Manager of $2,434, $5,753 and $8,187, respectively, for payments made on their behalf.

Dealer Manager Agreement

On December 22, 2023, the Company entered into a dealer manager agreement (“Dealer Manager Agreement”) with Apollo Global Securities, LLC (the “Dealer Manager”), an affiliate of the Operating Manager.

The Dealer Manager is entitled to receive selling commissions of up to 3.0%, and dealer manager fees of up to 0.5%, of the transaction price of each S Share and F-S Share. Any participating broker-dealers are compensated from such amounts by reallowance from the Dealer Manager, provided that the sum of such reallowed

amounts and the selling commissions do not exceed 3.5% of the transaction price. The Dealer Manager will receive a combined annual distribution fee and shareholder servicing fee of 0.85% per annum of the aggregate NAV of the Company’s outstanding S Shares and F-S Shares. There will not be a combined annual distribution fee and shareholder servicing fee, upfront selling commission or dealer manager fee with respect to the A-II Shares, I Shares or F-I Shares. The Dealer Manager anticipates that all or a portion of selling commissions and dealer manager fees will be reallowed to participating broker-dealers.

The E Shares and V Shares will not incur any upfront selling costs or ongoing servicing costs.

As of June 30, 2026 and December 31, 2025, neither Series paid the Dealer Manager for any annual distribution fees, shareholder servicing fees, upfront selling commission or dealer manager fees.

Restricted Share Grants

The Company's board of directors approved the Apollo Infrastructure Company LLC Restricted Share Plan for Independent Directors, pursuant to which, the Company's E Shares may be granted to independent directors.

The following table summarizes the grants, vesting and forfeitures of restricted common shares during the six months ended June 30, 2026:

 

 

Restricted Shares

 

 

Grant Date Fair Value ($ in thousands)

 

Outstanding as of December 31, 2025

 

7,289

 

 

 

-

 

Granted

 

6,737

 

 

 

200

 

Vested

 

(7,289

)

 

 

-

 

Forfeiture

 

-

 

 

 

-

 

Outstanding as of June 30, 2026

 

6,737

 

 

 

 

The fair value of these shares was determined using the most recent available NAV at issuance of the Restricted Stock and are subject to a one-year vesting period.

During the six months ended June 30, 2026, the Company granted an aggregate of 6,737 Series II E Shares to the independent directors of the Company’s board of directors to cover the restricted stock portion of the annual base director’s fee for independent directors’ services to the Company.

During the six months ended June 30, 2026, the Company recorded $29, $71 and $100, for Series I, Series II and the Company, respectively, of restricted stock amortization as director fees in the Consolidated Statements of Operations. During the three months ended June 30, 2026, the Company recorded $15, $35 and $50 for Series I, Series II and the Company, respectively, of restricted stock amortization as director fees in the Consolidated Statements of Operations. The remaining amortization related to the grants of restricted stock, which represents unrecognized compensation cost amounts to $53, $130 and $183 for Series I, Series II and the Company, respectively, as of June 30, 2026.

During the six months ended June 30, 2025, the Company recorded $29, $75 and $104 for Series I, Series II and the Company, respectively, of restricted stock amortization as director fees in the Consolidated Statements of Operations. During the three months ended June 30, 2025, the Company recorded $15, $39 and $54 for Series I, Series II and the Company, respectively, of restricted stock amortization as director fees in the Consolidated Statements of Operations. The remaining amortization related to the grants of restricted stock, which represents unrecognized compensation cost amounts to $57, $135 and $192 for Series I, Series II and the Company, respectively, as of June 30, 2025.