Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

During the three months ended March 31, 2026, we sold equity securities that were not registered under the Securities Act. As described in Note 11 - Related Party Transactions to our condensed consolidated financial statements, the Adviser is entitled to an annual management fee payable monthly in cash, shares of common stock, or Operating Partnership units, in each case at the Adviser's election. For the three months ended March 31, 2026, the Adviser elected to receive its management fee in Class E shares and Class E units. In connection with the Adviser's election, we issued 150,506 Class E shares and 14,307 Class E units to the Adviser during the three months ended March 31, 2026 in satisfaction of the management fee. These issuances were made in reliance upon the exemption from the registration set forth in Section 4(a)(2) of the Securities Act.

The Special Limited Partner is also entitled to an annual performance participation allocation payable annually in cash or Operating Partnership units, in each case at the Special Limited Partner's election. For the three months ended March 31, 2026, the Special Limited Partner elected to receive its performance participation in a combination of Class E units and cash. In connection with this election, we issued 8,996 Class E units to the Special Limited Partner during the three months ended March 31, 2026 in satisfaction of the performance participation allocation for the year ended December 31, 2025. These issuances were made in reliance upon the exemption from the registration set forth in Section 4(a)(2) of the Securities Act.

During the three months ended March 31, 2026, we sold and issued 4,622 Class E shares to certain of Apollo's affiliates, employees and our directors pursuant to a private placement for an aggregate purchase price of $0.1 million. During the three months ended March 31, 2026, we issued 169 Class E shares to certain of Apollo's affiliates and employees in lieu of cash for the dividends paid for a total value of approximately $4 thousand. These issuances were made in reliance upon the exemption from the registration set forth in Section 4(a)(2) of the Securities Act.

During the three months ended March 31, 2026, all unitholders of the Operating Partnership elected to reinvest their dividends. In connection with such dividend reinvestment, we issued 74,873 and 3,604 Class A-I units and Class E units, respectively, to the unitholders of the Operating Partnership in lieu of cash for the dividends paid during the three months ended March 31, 2026. These issuances were made in reliance upon the exemption from registration set forth in Section 4(a)(2) of the Securities Act.

Share Repurchase Plan

We have adopted a share repurchase plan, whereby on a monthly basis, stockholders may request that we repurchase all or any portion of their shares. We may choose to repurchase all, some or none of the shares that have been requested to be repurchased at the end of any particular month, in our discretion, subject to any limitations in the share repurchase plan. The aggregate NAV of total repurchases of Class S shares, Class D shares, Class I shares, Class F-I shares, Class A-I shares, Class A-III shares and Class E shares is limited to 2% of the aggregate NAV per month and 5% of the aggregate NAV per calendar quarter. Shares are repurchased at a price equal to the transaction price on the applicable repurchase date. Due to the illiquid nature of investments in real estate, we may not have sufficient liquid resources to fund repurchase requests and have established limitations on the amount of funds we may use for repurchases during any calendar month and quarter. Further, our board of directors may modify or suspend the share repurchase plan.

During the three months ended March 31, 2026, we repurchased 452,550 Class A-III shares, 335,286 Class A-I shares, 19,043 Class F-I shares and 497 Class I shares pursuant to our share repurchase plan for $17.4 million. We did not repurchase any Class S shares, Class D shares or Class E shares. The "Liquidity and Capital Resources" section within Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" details our sources of capital used to pay such repurchases.

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(1) Represents aggregate NAV of the shares repurchased under our share repurchase plan over aggregate NAV of all shares outstanding, in each case, based on the NAV as of the last calendar day of the prior month.