Apollo Realty Income Solutions, Inc. Second Amended and Restated Distribution Reinvestment Plan
Apollo Realty Income Solutions, Inc. has established a plan allowing shareholders to automatically reinvest dividends and distributions into additional shares of the company, unless they opt out. The plan applies to various classes of common stock purchased through public or private offerings. Participants can join or leave the plan at any time, and shares are purchased at the current transaction price without upfront fees, though ongoing servicing fees may apply. The plan takes effect on June 26, 2025, and participants remain responsible for any taxes on reinvested distributions.
Exhibit 4.2
SECOND AMENDED AND RESTATED DISTRIBUTION REINVESTMENT PLAN
This Second Amended and Restated Distribution Reinvestment Plan (the Plan) is adopted by Apollo Realty Income Solutions, Inc. (the Company) pursuant to its Articles of Amendment and Restatement (as amended, restated or otherwise modified from time to time, the Charter). Unless otherwise defined herein, capitalized terms shall have the same meaning as set forth in the Charter.
1. Distribution Reinvestment. As agent for the stockholders (the Stockholders) of the Company who (i) purchase Class S Common Stock, $0.01 par value per share, Class D Common Stock, $0.01 par value per share, Class I Common Stock, $0.01 par value per share, Class F-I Common Stock, $0.01 par value per share, Class A-I Common Stock, $0.01 par value per share or Class A-III Common Stock, $0.01 par value per share, of the Company (collectively the Public Shares) pursuant to the Companys continuous public offering (the Public Offering), (ii) purchase Class E Common Stock, $0.01 par value per share (Class E Shares and, together with the Public Shares, the Shares), pursuant to an applicable exemption from registration under the Securities Act of 1933, as amended (the Securities Act) (the Class E Private Offering) or (iii) purchase Shares pursuant to any future offering of the Company (a Future Offering), and who do not opt out of participating in the Plan or who affirmatively elect to participate in the Plan, as applicable (as set forth in Section 3 below) (the Participants), the Company will apply all dividends and other distributions declared and paid in respect of the Shares held by each Participant and attributable to the class of Shares held by such Participant (the Distributions), including Distributions paid with respect to any full or fractional Shares acquired under the Plan, to the purchase of additional Shares of the same class for such Participant.
2. Effective Date. The effective date of this Plan is June 26, 2025.
3. Procedure for Participation. Any Stockholder who has (i) purchased Shares pursuant to the Public Offering and who has received a Prospectus, as contained in the Companys registration statement filed with the Securities and Exchange Commission (the SEC), (ii) purchased Shares pursuant to the Class E Private Offering or (iii) purchased Shares pursuant to a Future Offering will automatically become a Participant unless they elect not to become a Participant by noting such election on their subscription agreement; provided, however, that any Stockholder who (a) resides in a state or jurisdiction that requires affirmative enrollment in the Plan, as described in the Prospectus, or (b) is a client of a participating broker-dealer that requires affirmative enrollment in the Plan will only become a Participant if they elect to become a Participant by noting such election on their subscription agreement. If any Stockholder initially elects not to be a Participant, they may later become a Participant by subsequently completing and executing an enrollment form or any appropriate authorization form as may be available from the Company, the Companys transfer agent, the dealer manager for the Public Offering or any broker-dealer participating in the distribution of Shares for the Public Offering. Participation in the Plan will begin with the next Distribution payable after acceptance of a Participants subscription, enrollment or authorization. Shares will be purchased under the Plan on the date that Distributions are paid by the Company. The Company may elect to deny participation in the Plan with respect to a Stockholder that resides in a jurisdiction or foreign country where, in the Companys judgment, the burden or expense of compliance with applicable securities laws makes participation impracticable or inadvisable.
4. Suitability. Each Participant is requested to promptly notify the Company in writing if the Participant experiences a material change in his or her financial condition, including the failure to meet the income, net worth, investment concentration, status as an accredited investor as defined in Regulation D of the Securities Act, or other investment suitability standards imposed by such Participants state of residence and set forth in the Companys most recent Prospectus or the private placement memorandum with respect to the Class E Private Offering, as applicable. For the avoidance of doubt, this request in no way shifts to the Participant the responsibility of the Companys sponsor, or any other person selling Shares on behalf of the Company to the Participant to make every reasonable effort to determine that the purchase of Shares by stockholders who purchased Shares in the Public Offering is a suitable and appropriate investment based on information provided by such Participant.
5. Purchase of Shares.
A. Participants will acquire Shares from the Company (including Shares purchased by the Company for the Plan in a secondary market (if available) or on a stock exchange (if listed)) under the Plan (the Plan Shares) at a price equal to the transaction price per Share applicable to the class of Shares held by the Participant on the date that the distribution is payable (calculated as of the most recent month end). No upfront selling commissions or dealer manager fees will be payable with respect to Shares purchased pursuant to the Plan, but certain of such Shares will be subject to ongoing stockholder servicing fees. Participants in the Plan may purchase fractional Shares so that 100% of the Distributions will be used to acquire Shares. However, a Participant will not be able to acquire Plan Shares and such Participants participation in the Plan will be terminated to the extent that a reinvestment of such Participants distributions in Shares would cause the percentage ownership or other limitations contained in the Charter to be violated.
B. Shares to be distributed by the Company in connection with the Plan may (but are not required to) be supplied from: (i) the Plan Shares which will be registered with the SEC in connection with the Public Offering, (ii) Class E Shares issued by the Company pursuant to an applicable exemption from registration under the Securities Act, or (iii) Shares to be registered with the SEC in a Future Offering for use in the Plan.
6. Taxes. THE REINVESTMENT OF DISTRIBUTIONS DOES NOT RELIEVE A PARTICIPANT OF ANY INCOME TAX LIABILITY THAT MAY BE PAYABLE ON THE DISTRIBUTIONS. INFORMATION REGARDING POTENTIAL TAX INCOME LIABILITY OF PARTICIPANTS MAY BE FOUND IN THE PUBLIC FILINGS MADE BY THE COMPANY WITH THE SEC.
7. Share Certificates. The ownership of the Shares purchased through the Plan will be in book-entry form unless and until the Company issues certificates for its outstanding Shares.
8. Reports. On a monthly basis, the Company shall provide each Participant a statement of account describing, as to such Participant: (i) the Distributions reinvested during the month; (ii) the number and class of Shares purchased pursuant to the Plan during the month; (iii) the per share purchase price for such Shares; and (iv) the total number of Shares purchased on behalf of the Participant under the Plan. On an annual basis, tax information with respect to income earned on Shares under the Plan for the calendar year will be provided to each applicable participant.
9. Termination by Participant. A Participant may terminate participation in the Plan at any time, without penalty, by delivering ten business days prior written notice to the Company. This notice must be received by the Company ten business days prior to the last day of a month in order for a Participants termination to be effective for such month (i.e., a timely termination notice will be effective as of the last day of a month in which it is timely received and will not affect participation in the Plan for any prior month). The Company may, in its discretion, accept and terminate participation for any notice received less than ten business days prior to the last day of a month. Any transfer of Shares by a Participant to a non-Participant will terminate participation in the Plan with respect to the transferred Shares. If a Participant requests that the Company repurchase all or any portion of the Participants Shares, the Participants participation in the Plan with respect to the Participants Shares for which repurchase was requested but that were not repurchased will be terminated. If a Participant terminates Plan participation, the Company may, at its option, ensure that the terminating Participants account will reflect the whole number of Shares in such Participants account and provide a check for the cash value of any fractional Share in such account. Upon termination of Plan participation for any reason, future Distributions will be distributed to the Stockholder in cash.
10. Amendment, Suspension or Termination by the Company. The Board of Directors may by majority vote amend any aspect of the Plan; provided that the Plan cannot be amended to eliminate a Participants right to terminate participation in the Plan and that notice of any material amendment must be provided to Participants at least ten business days prior to the effective date of that amendment. The Board of Directors may by majority vote suspend or terminate the Plan for any reason upon ten business days written notice to the Participants.
11. Liability of the Company. The Company shall not be liable for any act done in good faith, or for any good faith omission to act, including, without limitation, any claims or liability (i) arising out of failure to terminate a Participants account upon such Participants death prior to timely receipt of notice in writing of such death or (ii) with respect to the time and the prices at which Shares are purchased or sold for a Participants account. To the extent that indemnification may apply to liabilities arising under the Securities Act, or the securities laws of a particular state, the Company has been advised that, in the opinion of the SEC and certain state securities commissioners, such indemnification is contrary to public policy and, therefore, unenforceable.