Apollo Realty Income Solutions Inc.

10/17/2024 | Press release | Distributed by Public on 10/17/2024 14:02

Supplemental Prospectus - Form 424B3

424B3

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-264456

APOLLO REALTY INCOME SOLUTIONS, INC.

SUPPLEMENT NO. 7 DATED OCTOBER 17, 2024

TO THE PROSPECTUS DATED APRIL 29, 2024

This prospectus supplement (this "Supplement") is part of and should be read in conjunction with the prospectus of Apollo Realty Income Solutions, Inc., dated April 29, 2024 (as supplemented to date, the "Prospectus"). Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meaning as in the Prospectus. References herein to "we", "us", or "our" refer to Apollo Realty Income Solutions, Inc. and its consolidated subsidiaries unless the context specifically requires otherwise.

The purposes of this Supplement are as follows:

•
to disclose the transaction price for each class of our common stock sold in our current public offering as of November 1, 2024;
•
to disclose the calculation of our September 30, 2024 net asset value ("NAV") per share/unit for all share/unit classes;
•
to provide an update on the status of our current public offering; and
•
to otherwise update the Prospectus.

November 1, 2024 Transaction Price

The transaction price for each share class of our common stock for subscriptions accepted as of November 1, 2024 (and repurchases, if applicable, as of October 31, 2024) is as follows:

Transaction Price
(per share)

Class S

$

20.9620

Class D

$

21.0807

Class I

$

20.8876

Class F-S

$

21.0807

Class F-D

$

21.0807

Class F-I

$

20.7649

Class A-I

$

21.1215

Class A-II

$

21.0670

Class A-III

$

21.0807

The transaction price for each of our Class S shares, Class I shares, Class F-I shares, Class A-I shares and Class A-II shares is equal to such class's NAV per share as of September 30, 2024. A detailed presentation of the NAV per share/unit is set forth below. As of September 30, 2024, we had not sold any Class D shares, Class F-S shares, Class F-D shares, or Class A-III shares. As a result, the transaction price for each of our Class D shares, Class F-S shares, Class F-D shares, and Class A-III shares is based on our total NAV per share as of September 30, 2024. The purchase price of our common stock for each share class equals the transaction price of such class, plus applicable upfront selling commissions and dealer manager fees. The repurchase price, if applicable, for each share class equals the transaction price of such class.

September 30, 2024 NAV Per Share

NAV per share is calculated in accordance with the valuation guidelines approved by our board of directors. Our NAV per share is posted on our website at https://gwms.apollo.com/realtyincomesolutions and is made available on our toll-free, automated telephone line at 888-926-2688. Please refer to "Net Asset Value Calculation and Valuation Guidelines" in the Prospectus for important information about how our NAV is determined. The Adviser is ultimately responsible for determining our NAV.

Our total NAV presented in the following tables includes the NAV of our Class S shares, Class I shares, Class F-I shares, Class A-I shares, Class A-II shares, Class E shares and units of ARIS Operating Partnership L.P. (the "Operating Partnership") held by parties other than the

Company. The following table provides a breakdown of the major components of our total NAV as of September 30, 2024 ($ and shares/units in thousands):

Components of NAV

September 30, 2024

Investments in real estate

$

285,900

Investments in real estate debt

728,772

Cash

142,197

Restricted cash

84

Other assets

5,584

Mortgage notes at fair value, net of deferred financing costs

(36,528

)

Secured financings on investments in real estate debt, net

(188,186

)

Other liabilities

(9,338

)

Accrued performance participation allocation

(347

)

Management fee payable

(741

)

Net asset value

$

927,397

Number of outstanding shares/units

43,993

The following table provides a breakdown of our total NAV and NAV per share/unit by class as of September 30, 2024 ($ and shares/units in thousands, except per share/unit data):

NAV Per Share/Unit

Class I Shares

Class S Shares

Class F-I Shares

Class A-I Shares

Class A-II Shares

Class E Shares(1)

Third-party Operating Partnership Class A-I Units(2)

Third-party Operating Partnership Class E Units(2)

Total

Net asset value

$

10,618

$

101

$

32,438

$

316,065

$

445,824

$

7,649

$

112,229

$

2,473

$

927,397

Number of outstanding shares/units

508

5

1,562

14,964

21,162

361

5,314

117

43,993

NAV per share/unit as of September 30, 2024

$

20.8876

$

20.9620

$

20.7649

$

21.1215

$

21.0670

$

21.1933

$

21.1215

$

21.1933

$

21.0807

___________

(1)
Class E shares of our common stock are offered to certain of Apollo's affiliates and employees in one or more private placements.
(2)
Includes the units of the Operating Partnership held by parties other than the Company.

Consistent with our disclosure in the Prospectus regarding our NAV calculation, our investments in real estate and real estate debt are initially valued at cost. Once we establish new values for our real estate investments, we provide information on key assumptions used in the discounted cash flow methodology and a sensitivity analysis related thereto. The valuations of our real properties as of September 30, 2024, excluding certain newly acquired properties that are held at cost which we believe reflects the fair value of such properties, were provided by the independent valuation advisor in accordance with our valuation procedures. Certain key assumptions that were used by the independent valuation advisor in the discounted cash flow analysis are set forth in the following table based on weighted-averages by property types where we have multiple real estate investments. Once we own more than one retail and one multifamily property, we will include the key assumptions for each such property type.

Property Type

Discount Rate

Exit Capitalization Rate

Industrial

7.8%

6.4%

A change in these assumptions or factors would impact the calculation of the value of our property investments. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our investment values:

Input

Hypothetical Change

Industrial Investment Values

Discount rate

0.25% Decrease

+2.00%

(weighted average)

0.25% Increase

(1.95)%

Exit Capitalization Rate

0.25% Decrease

+2.20%

(weighted average)

0.25% Increase

(2.04)%

Our total NAV presented in the following tables includes the NAV of our Class S shares, Class I shares, Class F-I shares, Class A-I shares, Class A-II shares, Class E shares and units of the Operating Partnership held by parties other than the Company. The following table provides a breakdown of the major components of our total NAV as of August 31, 2024 ($ and shares/units in thousands):

Components of NAV

August 31, 2024

Investments in real estate

$

285,300

Investments in real estate debt

716,112

Cash

116,747

Restricted cash

78

Other assets

5,514

Mortgage notes at fair value, net of deferred financing costs

(36,317

)

Secured financings on investments in real estate debt, net

(188,157

)

Other liabilities

(9,306

)

Accrued performance participation allocation

(324

)

Management fee payable

(711

)

Net asset value

$

888,936

Number of outstanding shares/units

42,197

The following table provides a breakdown of our total NAV and NAV per share/unit by class as of August 31, 2024 ($ and shares/units in thousands, except per share/unit data):

NAV Per Share/Unit

Class I Shares

Class S Shares

Class F-I Shares

Class A-I Shares

Class A-II Shares

Class E Shares(1)

Third-party Operating Partnership Class A-I Units(2)

Third-party Operating Partnership Class E Units(2)

Total

Net asset value

$

8,937

$

101

$

32,456

$

303,892

$

422,874

$

6,665

$

111,646

$

2,365

$

888,936

Number of outstanding shares/units

428

5

1,562

14,399

20,086

315

5,290

112

42,197

NAV per share/unit as of August 31, 2024

$

20.8918

$

20.9567

$

20.7592

$

21.1056

$

21.0530

$

21.1774

$

21.1056

$

21.1774

$

21.0663

___________

(1)
Class E shares of our common stock are offered to certain of Apollo's affiliates and employees in one or more private placements.
(2)
Includes the units of the Operating Partnership held by parties other than the Company.

Status of Our Current Public Offering

As previously disclosed, we have registered with the Securities and Exchange Commission the offer and sale of a maximum of $5.0 billion in shares of our common stock in a continuous offering (the "Offering"), consisting of up to $4.0 billion in shares in our primary offering and up to $1.0 billion in shares pursuant to our distribution reinvestment plan. As of the date hereof, we have issued in the Offering approximately (i) 40,104,235 shares of our common stock (consisting of approximately 22,650,083 Class A-II shares, 15,294,406 Class A-I shares, 1,615,954 Class F-I shares, 534,320 Class I shares, 4,677 Class D shares, and 4,795 Class S shares) in our primary offering for total proceeds of approximately $825.0 million and (ii) 240,034 shares of our common stock (consisting of approximately 12,576 Class A-II shares, 175,715 Class A-I shares, 47,080 Class F-I shares, and 4,663 Class I shares) pursuant to our distribution reinvestment plan for a total value of approximately $5.0 million. No other classes of shares were issued or sold in the Offering as of the date hereof. We intend to continue selling shares in the Offering on a monthly basis.

Updates to the Prospectus

The following supersedes and replaces the disclosure under "Suitability Standards - Massachusetts Investors" on page ii of the Prospectus and the corresponding language in the subscription agreement:

Purchasers residing in Massachusetts must limit their aggregate investment in us and other illiquid REITs and illiquid direct participation programs to not more than 10% of their liquid net worth.