8-K

APOLLO DEBT SOLUTIONS BDC

Date: May 7, 2026

/s/ Kristin Hester

Kristin Hester

Chief Legal Officer and Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2026

Apollo Debt Solutions BDC

(Exact name of Registrant as specified in its charter)


Delaware	814-01424	86-1950548
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


9 West 57th Street New York, New York		10019
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212)

515-3200

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form

8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None


Title of each class		Trading Symbol(s)		Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule

12b-2

of the Securities Exchange Act of 1934

(§240.12b-2

of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On May 5, 2026, Apollo Debt Solutions BDC (the “

Fund

”) priced an offering of $300 million in aggregate principal amount of its 6.550% notes due 2032 (the “

New

Notes

”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “

Securities Act

”), and to

certain non-U.S. persons

outside the United States pursuant to Regulation S under the Securities Act (the “

Notes Offering

”).

On May 7, 2026, the Fund issued the New Notes under the Fund’s indenture with U.S. Bank Trust Company, National Association (the “

Trustee

”), dated as of March 21, 2024, and third supplemental indenture, dated as of January 16, 2025 (together, the “

Indenture

”). The New Notes were issued at a price equal to 100.604% of the face value, plus accrued interest from March 15, 2026, resulting in an effective yield to maturity of 6.421%. The New Notes were issued as “Additional Notes” under the Indenture and have identical terms to the Fund’s $500 million of aggregate principal amount of 6.550% Notes due 2032 that were issued on January 16, 2025 (the “

Existing Notes

” and, together with the New Notes, the “

Notes

”), other than the issue date and the issue price. The New Notes will be treated as a single class of notes with the Existing Notes for all purposes under the Indenture.

The Notes will mature on March 15, 2032 and may be redeemed in whole or in part at the Fund’s option at any time or from time to time at the redemption prices set forth in the Indenture. The Notes bear interest at a rate of 6.550% per year payable semi-annually on March 15 and September 15 of each year, commencing on March 15, 2026, with the first payment to be made on September 15, 2026. The Notes are general unsecured obligations of the Fund that rank senior in right of payment to all of the Fund’s existing and future indebtedness that is expressly subordinated in right of payment to the Notes, rank

pari passu

with all existing and future unsecured unsubordinated indebtedness issued by the Fund, rank effectively junior to any of the Fund’s secured indebtedness (including unsecured indebtedness that the Fund later secures) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by the Fund’s subsidiaries, financing vehicles or similar facilities.

The Indenture contain certain covenants, including covenants requiring the Fund to comply with the asset coverage requirements of Section 18(a)(1)(A) as modified by Section 61(a)(1) and (2) of the Investment Company Act of 1940, as amended, whether or not it is subject to those requirements, and to provide financial information to the holders of the Notes and the Trustee if the Fund is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.

In addition, on the occurrence of a “Change of Control Repurchase Event,” as defined in the Indenture, the Fund will generally be required to make an offer to purchase the outstanding Notes at a price equal to 100% of the principal amount of such Notes plus accrued and unpaid interest to, but not including, the repurchase date.

The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture, filed as exhibits hereto and incorporated by reference herein.

The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. The Notes Offering closed on May 7, 2026. The net proceeds to the Fund (excluding accrued interest) were approximately $298.7 million, after deducting the initial purchaser discount and estimated offering expenses. The Fund expects to use the net proceeds of the offering for general corporate purposes of it and its subsidiaries and/or to repay indebtedness, including under the Fund’s revolving credit facility.

Registration Rights Agreement

In connection with the Notes Offering, the Fund entered into a Registration Rights Agreement, dated as of May 7, 2026 (the “

Registration Rights Agreement

”), with Goldman Sachs & Co. LLC, ING Financial Markets LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC as the representatives of the Initial Purchasers of the Notes. Pursuant to the Registration Rights Agreement, the Fund is obligated to file with the Securities and Exchange Commission a registration statement relating to an offer to exchange the Notes for new notes issued by the Fund that are registered under the Securities Act and otherwise have terms substantially identical to those of the Notes, and to use its commercially reasonable efforts to cause such registration statement to be declared effective. If the Fund is not able to effect the exchange offer, the Fund will be obligated to file a shelf registration statement covering the resale of the Notes and use its commercially reasonable efforts to cause such registration statement to be declared effective. If the Fund fails to satisfy its registration obligations by certain dates specified in the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, filed as an exhibit hereto and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance

Sheet Arrangement of a Registrant.

The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form

8-K

is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


EXHIBIT NUMBER		DESCRIPTION

4.1		Indenture, dated as of March 21, 2024, by and between the Fund and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 814-01424), filed on March 22, 2024).

4.2		Third Supplemental Indenture, dated as of January 16, 2025, relating to the 6.550% Notes due 2032, by and between the Fund and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No. 814-01424), filed on January 16, 2025).

4.3		Form of 6.550% Notes due 2032 (incorporated by reference to Exhibit 4.2 hereto).

4.4		Registration Rights Agreement, dated as of May 7, 2026, relating to the Notes, by and among the Fund and Goldman Sachs & Co. LLC, ING Financial Markets LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC as the representatives of the Initial Purchasers.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.