10-Q

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

March 31

, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission file number

000-56561

Apollo Infrastructure Company LLC

(Exact name of registrant as specified in its charter)


Delaware		92-3084689
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

9 West 57th Street, 42nd Floor, New York, NY		10019
(Address of principal executive offices)		(Zip Code)

(212)

515-3200

Registrant’s telephone number, including area code

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Act). Yes ☐ No ☒

As of May

, 2025, the registrant had, (i) with respect to Series I limited liability company interests, 40 V Shares, 10,354,651

A-II

Shares, 8,262 E Shares, 1,358,498

F-I

Shares, 110 S Shares and 556,908 I Shares and (ii) with respect to Series II limited liability company interests, 40 V Shares, 30,650,505

A-II

Shares, 34,614 E Shares, 1,123,465

F-I

Shares, 110 S Shares and 142,343 I Shares outstanding.

Special Note Regarding Forward-Looking Statements

Some of the statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this Quarterly Report on Form 10-Q may include statements as to:

•

our future operating results;

•

our business prospects and the prospects of the Infrastructure Assets (as defined below) we acquire, control and manage;

•

our ability to raise sufficient capital to execute our acquisition and lending strategies;

•

the ability of Apollo Manager, LLC (the “Operating Manager”) to source adequate acquisition and lending opportunities to efficiently deploy capital;

•

the ability of our Infrastructure Assets to achieve their objectives;

•

our current and expected financing arrangements;

•

changes in the general interest rate environment;

•

the adequacy of our cash resources, financing sources and working capital;

•

the timing and amount of cash flows, distributions and dividends, if any, from our Infrastructure Assets;

•

our contractual arrangements and relationships with third parties;

•

actual and potential conflicts of interest with the Operating Manager or any of its affiliates;

•

the dependence of our future success on the general economy and its effect on the industries in which we acquire, control and manage Infrastructure Assets;

•

our use of financial leverage;

•

the ability of the Operating Manager to identify, acquire and manage our Infrastructure Assets;

•

the ability of the Operating Manager or its affiliates to attract and retain highly talented professionals;

•

our ability to structure acquisitions in a tax-efficient manner and the effect of changes to tax legislation and our tax position; and

•

the tax status of the enterprises through which we acquire, control and manage Infrastructure Assets.

In addition, words such as “anticipate,” “believe,” “expect” and “intend,” and similar words or variations thereof may indicate a forward-looking statement, although not all forward-looking statements include these words. The forward-looking statements contained in this Quarterly Report on Form 10-Q involve risks and uncertainties, including factors outside of our control. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth elsewhere in this Quarterly Report on Form 10-Q, “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and in our other filings with the U.S. Securities and Exchange Commission (the “SEC”), including our latest registration statement on Form 10 under the Securities Exchange Act of 1934, as amended (the “Registration Statement”). Other factors that could cause actual results to differ materially include, but are not limited to:

•

changes in the economy;

•

risks associated with possible disruption in our operations or the economy generally due to terrorism, natural disasters, epidemics or other events having a broad impact on the economy; and

•

future changes in laws or regulations and conditions in our operating areas.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report

Part I. Financial Information

Item 1. Financial Statements

Apollo Infrastructure Company LLC

Consolidated Statements of Assets and Liabilities

(in thousands, except share and per share data)


	as of March 31, 2025 (Unaudited)						as of December 31, 2024
	Series I		Series II		Total		Series I		Series II		Total
Assets
Investments at fair value (cost at March 31, 2025 of $253,831; $628,156; $881,987; and at December 31, 2024 of $156,833; $436,817; $593,650; respectively)	$	265,449	$	661,122	$	926,571	$	166,652	$	465,253	$	631,905
Derivative assets at fair value (cost at March 31, 2025 of $0; $0; $0; and at December 31, 2024 of $0; $0; $0; respectively)		95		260		355		—		—		—
Cash and cash equivalents		53,985		135,474		189,459		84,681		236,861		321,542
Prepaid expenses and other assets		955		2,191		3,146		1,766		5,134		6,900
Deferred offering expenses		554		1,380		1,934		545		1,522		2,067
Due from Operating Manager		2,388		5,948		8,336		2,083		5,817		7,900

Total assets	$	323,426	$	806,375	$	1,129,801	$	255,727	$	714,587	$	970,314


Liabilities
Management fee payable	$	3	$	1	$	4	$	117	$	303	$	420
Accrued performance fee payable		289		674		963		982		2,721		3,703
Distribution payable		2,384		5,911		8,295		1,863		5,181		7,044
Deferred taxes liability		2,731		6,620		9,351		2,299		5,455		7,754
Other accrued expenses and liabilities		1,815		4,104		5,919		870		2,467		3,337
Due to Operating Manager		2,387		5,945		8,332		2,047		5,713		7,760
Notes Payable		214		214		428		—		—		—

Total liabilities	$	9,823	$	23,469	$	33,292	$	8,178	$	21,840	$	30,018

Commitments and contingencies (Note 7)
Total net assets	$	313,603	$	782,906	$	1,096,509	$	247,549	$	692,747	$	940,296


Net assets are comprised of:
A-II Shares, at March 31, 2025; Series I: 10,032,586; Series II: 27,812,717; and Total: 37,845,303 and at December 31, 2024; Series I: 8,109,427; Series II: 24,755,955; and Total: 32,865,382, shares authorized, issued and outstanding; respectively	$	269,559	$	751,900	$	1,021,459	$	216,781	$	665,553	$	882,334
F-I Shares, at March 31, 2025; Series I: 1,304,300; Series II: 1,091,521; and Total: 2,395,821, and at December 31, 2024; Series I: 1,154,705; Series II: 999,415; and Total: 2,154,120, shares authorized, issued and outstanding; respectively		34,747		29,254		64,001		30,652		26,678		57,330
E Shares, at March 31, 2025; Series I: 8,201; Series II: 32,351; and Total: 40,552 and at December 31, 2024; Series I: 4,262; Series II: 19,052; and Total: 23,314, shares authorized, issued and outstanding; respectively		222		881		1,103		115		515		630
V Shares, at March 31, 2025 Series I: 40; Series II: 40; and Total: 80, and at December 31, 2024; Series I: 40; Series II: 40; and Total: 80, shares authorized issued and outstanding; respectively		1		1		2		1		1		2
I Shares at March 31, 2025; Series I: 338,637; Series II: 32,170 ; and Total: 370,807 shares authorized, issued and outstanding; respectively		9,071		867		9,938		—		—		—
S Shares at March 31, 2025; Series I: 110 ; Series II: 110; and Total: 220 shares authorized, issued and outstanding; respectively		3		3		6		—		—		—

Total net assets	$	313,603	$	782,906	$	1,096,509	$	247,549	$	692,747	$	940,296


Net asset value per share
A-II Shares:
Net assets	$	269,559	$	751,900	$	1,021,459	$	216,781	$	665,553	$	882,334
Shares outstanding		10,032,586		27,812,717		37,845,303		8,109,427		24,755,955		32,865,382

Net asset value per share	$	26.87	$	27.03	$	26.99		26.73	$	26.88	$	26.85

F-I Shares:
Net assets	$	34,747	$	29,254	$	64,001	$	30,652	$	26,678	$	57,330
Shares outstanding		1,304,300		1,091,521		2,395,821		1,154,705		999,415		2,154,120

Net asset value per share	$	26.64	$	26.80	$	26.71	$	26.55	$	26.69	$	26.61

E Shares:
Net assets	$	222	$	881	$	1,103	$	115	$	515	$	630
Shares outstanding		8,201		32,351		40,552		4,262		19,052		23,314

Net asset value per share	$	27.06	$	27.23	$	27.19	$	26.88	$	27.03	$	27.00

V Shares:
Net assets	$	1	$	1	$	2	$	1	$	1	$	2
Shares outstanding		40		40		80		40		40		80

Net asset value per share	$	25.00	$	25.00	$	25.00	$	25.00	$	25.00	$	25.00

I Shares:
Net assets	$	9,071	$	867	$	9,938	$	—	$	—	$	—
Shares outstanding		338,637		32,170		370,807		—		—		—

Net asset value per share	$	26.79	$	26.97	$	26.80	$	—	$	—	$	—

S Shares:
Net assets	$	3	$	3	$	6	$	—	$	—	$	—
Shares outstanding		110		110		220		—		—		—

Net asset value per share	$	26.77	$	26.96	$	26.87	$	—	$	—	$	—

See notes to consolidated financial statements.

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Apollo Infrastructure Company LLC

Consolidated Statements of Changes in Net Assets (Unaudited)

(in thousands, except share and per share data)


	For the three months ended March 31, 2025 (Unaudited)									For the three months ended March 31, 2024 (unaudited)
	Series I			Series II			Total			Series I			Series II			Total
Operations
Net investment income	$	1,826		$	5,211		$	7,037		$	541		$	2,379		$	2,920
Net realized gain/(loss) from investments		1			3			4			—			—			—
Net change in unrealized appreciation/(depreciation) from investments		1,799			4,530			6,329			670			2,339			3,009
Net change in unrealized appreciation/(depreciation) from derivatives		95			260			355			—			—			—

Net increase (decrease) in net assets resulting from operations	$	3,721		$	10,004		$	13,725		$	1,211		$	4,718		$	5,929

Distributions
A-II Shares:	$	(2,047	)	$	(5,674	)	$	(7,721	)	$	(417	)	$	(1,449	)	$	(1,866	)
F-I Shares:		(266	)		(223	)		(489	)		(16	)		(8	)		(24	)
E Shares:		(2	)		(7	)		(9	)		—			—			—
I Shares		(69	)		(7	)		(76	)		—			—			—
S Shares		—			—			—			—			—			—

Net increase (decrease) in net assets resulting from distributions	$	(2,384	)	$	(5,911	)	$	(8,295	)	$	(433	)	$	(1,457	)	$	(1,890	)

Capital Share Transaction
A-II Shares:
Consideration from issuance of shares	$	52,226		$	85,565		$	137,791		$	34,401		$	67,908		$	102,309
Reinvestment of distributions		23			754			777			—			—			—
Repurchases of shares		(687	)		(3,944	)		(4,631	)		—			—			—
F-I Shares:
Consideration from issuance of shares	$	4,178		$	2,298		$	6,476		$	3,146		$	1,555		$	4,701
Reinvestment of distributions		64			162			226			—			—			—
Repurchases of shares		(266	)		—			(266	)		—			—			—
E Shares:
Consideration from issuance of shares	$	105		$	358		$	463		$	—		$	—		$	—
Reinvestment of distributions		1			3			4			—			—			—
Repurchases of shares		—			—			—			—			—			—
I Shares:
Consideration from issuance of shares	$	9,070		$	867		$	9,937		$	—		$	—		$	—
Reinvestment of distributions		—			—			—			—			—			—
Repurchases of shares		—			—			—			—			—			—
S Shares:
Consideration from issuance of shares	$	3		$	3		$	6		$	—		$	—		$	—
Reinvestment of distributions		—			—			—			—			—			—
Repurchases of shares		—			—			—			—			—			—
V Shares:
Consideration from issuance of shares	$	—		$	—		$	—		$	—		$	—		$	—

Net increase (decrease) in capital share transaction	$	64,717		$	86,066		$	150,783		$	37,547		$	69,463		$	107,010

Net Assets
Total increase (decrease) in net assets during the period	$	66,054		$	90,159		$	156,213		$	38,325		$	72,724		$	111,049
Net assets at beginning of period		247,549			692,747			940,296			46,742			214,046			260,788

Net assets at end of period	$	313,603		$	782,906		$	1,096,509		$	85,067		$	286,770		$	371,837

See notes to consolidated financial statements.

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Apollo Infrastructure Company LLC

Consolidated Statements of Cash Flows (Unaudited)

(in thousands, except share and per share data)


	For the three months ended March 31, 2025 (unaudited)									For the three months ended March 31, 2024 (unaudited)
	Series I			Series II			Total			Series I			Series II			Total
Operating activities
Net increase/(decrease) in net assets resulting from operations	$	3,721		$	10,004		$	13,725		$	1,211		$	4,718		$	5,929
Adjustments to reconcile net increase/(decrease) in net assets resulting from operations to net cash used in operating activities:
Amortization of restricted stock shares		14			36			50			—			—			—
Net change in unrealized (appreciation)/depreciation from investments		(1,799	)		(4,530	)		(6,329	)		(670	)		(2,339	)		(3,009	)
Net change in unrealized appreciation/(depreciation) from derivatives		(95	)		(260	)		(355	)		—			—			—
Payment-in-kind interest capitalized		(2,499	)		(6,223	)		(8,722	)		(672	)		(2,265	)		(2,937	)
Acquisition of Infrastructure Assets, net of rebalancing transaction of $15,220 to Series I and $(15,220) to Series II		(97,254	)		(192,226	)		(289,480	)		(29,607	)		(102,923	)		(132,530	)
Proceeds from sale of Infrastructure Assets		2,755			7,110			9,865			—			—			—
Deferred offering expenses amortization		36			97			133			25			95			120
Changes in operating assets and liabilities:
(Increase)/decrease in prepaid expenses and other assets		797			2,907			3,704			80			41			121
(Increase)/decrease in deferred offering expenses		(45	)		45			—			—			—			—
(Increase)/decrease in due from Operating Manager		(305	)		(131	)		(436	)		(312	)		(1,155	)		(1,467	)
(Decrease)/increase in management fee payable		(114	)		(302	)		(416	)		(32	)		(145	)		(177	)
(Decrease)/increase in accrued performance fees		(693	)		(2,047	)		(2,740	)		56			162			218
(Decrease)/increase in deferred taxes liability		432			1,165			1,597			—			—			—
(Decrease)/increase in other accrued expenses and liabilities		945			1,637			2,582			459			1,285			1,744
(Decrease)/increase in due to Operating Manager		340			232			572			190			602			792

Net cash used in operating activities	$	(93,764	)	$	(182,486	)	$	(276,250	)	$	(29,272	)	$	(101,924	)	$	(131,196	)

Financing activities
Proceeds from issuance of shares		65,582			89,091			154,673			38,047			69,463			107,510
Note Borrowings		214			214			428			—			—			—
Payment on repurchases of shares		(953	)		(3,944	)		(4,897	)		—			—			—
Distribution		(1,775	)		(4,262	)		(6,037	)		—			—			—

Net cash provided by financing activities	$	63,068		$	81,099		$	144,167		$	38,047		$	69,463		$	107,510

Cash and cash equivalents
Net increase in cash and cash equivalents		(30,696	)		(101,387	)		(132,083	)		8,775			(32,461	)		(23,686	)
Cash and cash equivalents at beginning of period		84,681			236,861			321,542			21,575			99,696			121,271

Cash and cash equivalents at end of period	$	53,985		$	135,474		$	189,459		$	30,350		$	67,235		$	97,585

Supplemental disclosure of cash flow information:
Payment-in-kind income	$	2,499		$	6,223		$	8,722		$	672		$	2,265		$	2,937
Noncash financing activities not included - distribution payable		2,384			5,911			8,295			433			1,457			1,890
Noncash financing activities not included - reinvestment of distribution		88			919			1,007			—			—			—

See notes to consolidated financial statements.

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Apollo Infrastructure Company LLC

Condensed Consolidated Schedules of Investments (Unaudited)

March 31, 2025

(in thousands, except share and per share data)


Description	Country		Industry/Type		Principal Amount or Number of Shares		Fair Value		Fair Value as a Percentage of Net Assets (1)
Series I
Investments in Partnership Investment Vehicle: (2)
AIC 3-Z Subsidiary, LLC (3)		United States		Various			$	34,126		10.9	%
Other Infrastructure Assets		United States		Power & Utilities				29,734		9.5	%
Novus Holdings Parent, L.P.		United States		Transportation				29,708		9.5	%
CN Jackalope Holdings, LLC (4)		United States		Power & Utilities				28,719		9.2	%
AP Tosca Holdings, L.P. (5)		United States		Power & Utilities				19,615		6.3	%
Other Infrastructure Assets		Canada		Transportation				14,188		4.5	%
Other Infrastructure Assets		United States		Transportation				13,192		4.2	%

Total Investments in Partnership Investment Vehicle (Cost of $161,290)							$	169,282		54.1	%

Investments in Loans:
Other Infrastructure Assets		United States		Power & Utilities			$	39,018		12.4	%
Yondr Capital LP- 15.75%-17.75% 06/27/29		Various		Digital		25,958,157		28,558		9.1	%
Other Infrastructure Assets		United States		Digital				26,870		8.6	%
Other Infrastructure Assets		Various		Digital				552		0.2	%

Total Investments in Loans (Cost of $92,026)							$	94,998		30.3	%

Investments in Warrants:
Yondr Capital LP		Various		Digital			$	1,169		0.4	%

Total Investments in Warrants (Cost of $515)							$	1,169		0.4	%

Total Investments Series I (Cost of $253,831)							$	265,449		84.8	%

Derivative Assets:
Foreign Currency Contracts		United States		USD/CAD Forward			$	95		0.0	%

Total Derivative Assets (Cost of $00)							$	95		0.0	%

Total Investments and Derivative Assets - Series I (Cost of $253,831)							$	265,544		84.8	%

Series II
Investments in Partnership Investment Vehicle: (2)
AIC 3-Z Subsidiary, LLC (3)		United States		Various			$	84,996		10.9	%
Other Infrastructure Assets		United States		Power & Utilities				74,055		9.5	%
Novus Holdings Parent, L.P.		United States		Transportation				73,991		9.5	%
CN Jackalope Holdings, LLC (4)		United States		Power & Utilities				71,527		9.1	%
AP Tosca Holdings, L.P. (5)		United States		Power & Utilities				48,852		6.2	%
Other Infrastructure Assets		Canada		Transportation				35,337		4.5	%
Other Infrastructure Assets		United States		Transportation				32,854		4.2	%

Total Investments in Partnership Investment Vehicle (Cost of $399,464)							$	421,612		53.9	%

Investments in Loans:
Other Infrastructure Assets		United States		Power & Utilities			$	97,178		12.4	%
Yondr Capital LP- 15.75%-17.75% 06/27/29		Various		Digital		64,650,817		71,125		9.1	%
Other Infrastructure Assets		United States		Digital				66,922		8.5	%
Other Infrastructure Assets		Various		Digital				1,374		0.2	%

Total Investments in Loans (Cost of $227,683)							$	236,599		30.2	%

Investments in Warrants:
Yondr Capital LP		Various		Digital			$	2,911		0.4	%

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Apollo Infrastructure Company LLC

Consolidated Schedules of Investments

December 31, 2024

(in thousands, except share and per share data)


Description	Country		Industry		Principal Amount or Number of Shares		Fair Value		Fair Value as a Percentage of Net Assets
Series I
Investments in Partnership Investment Vehicle: (1)
AP Tosca Holdings, L.P. (3)		United States		Power & Utilities			$	17,370		7.0	%
Novus Holdings Parent, L.P.		United States		Transportation				25,902		10.5	%
AIC 3-Z Subsidiary, LLC (4)		United States		Various				22,938		9.3	%
Other Infrastructure Assets		United States		Power & Utilities				12,879		5.2	%
Other Infrastructure Assets		United States		Transportation				6,605		2.7	%

Total Investments in Partnership Investment Vehicle (Cost of $80,518)							$	85,694		34.7	%

Investments in Loans:
Yondr Capital LP- 15.75%-17.75% 06/27/29		Various		Digital	$	22,963,616	$	26,279		10.6	%
Other Infrastructure Assets		United States		Power & Utilities				33,170		13.4	%
Other Infrastructure Assets		United States		Communications				20,433		8.3	%

Total Investments in Loans (Cost of $75,893)							$	79,882		32.3	%

Investments in Warrants:
Yondr Capital LP		Various		Digital			$	1,076		0.4	%

Total Investments in Warrants (Cost of $422)							$	1,076		0.4	%

Total Investments - Series I (Cost of $156,833)							$	166,652		67.4	%

Series II
Investments in Partnership Investment Vehicle: (2)
AP Tosca Holdings, L.P. (3)		United States		Power & Utilities			$	48,492		7.0	%
Novus Holdings Parent, L.P.		United States		Transportation				72,314		10.4	%
AIC 3-Z Subsidiary, LLC (4)		United States		Various				64,037		9.2	%
Other Infrastructure Assets		United States		Power & Utilities				35,955		5.2	%
Other Infrastructure Assets		United States		Transportation				18,441		2.7	%

Total Investments in Partnership Investment Vehicle (Cost of $224,145)							$	239,239		34.5	%

Investments in Loans:
Yondr Capital LP-15.75%-17.75% 06/27/29		Various		Digital	$	64,109,233	$	73,366		10.6	%
Other Infrastructure Assets		United States		Power & Utilities				92,599		13.4	%
Other Infrastructure Assets		United States		Digital				57,045		8.2	%

Total Investments in Loans (Cost of $211,570)							$	223,010		32.2	%

Investments in Warrants:
Yondr Capital LP		Various		Digital			$	3,004		0.4	%

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Total Investments in Warrants (Cost of $1,102)					$	3,004	0.4	%

Total Investments - Series II (Cost of $436,817)					$	465,253	67.1	%

Total
Investments in Partnership Investment Vehicle: (2)
AP Tosca Holdings, L.P.(3)	United States	Power & Utilities			$	65,862	7.0	%
Novus Holdings Parent, L.P.	United States	Transportation				98,216	10.4	%
AIC 3-Z Subsidiary, LLC (3)	United States	Various				86,975	9.2	%
Other Infrastructure Assets	United States	Power & Utilities				48,834	5.2	%
Other Infrastructure Assets	United States	Transportation				25,046	2.7	%

Total Investments in Partnership Investment Vehicle (Cost of $304,663)					$	324,933	34.5	%

Investments in Loans:
Yondr Capital LP-15.75%-17.75% 06/27/29	Various	Digital	$	87,072,849	$	99,645	10.6	%
Other Infrastructure Assets	United States	Power & Utilities				125,769	13.4	%
Other Infrastructure Assets	United States	Digital				77,478	8.2	%

Total Investments in Loans (Cost of $287,463)					$	302,892	32.2	%

Investments in Warrants:
Yondr Capital LP	Various	Digital			$	4,080	0.4	%

Total Investments in Warrants (Cost of $1,524)					$	4,080	0.4	%

Total Investments (Cost of $593,650)					$	631,905	67.1	%

(1)	Fair Value as a percentage of Net Assets shown as a percentage of Net Assets of the respective Series.

(2)	Partnership investment vehicle includes investments in both limited partnerships and limited liability companies.

(3)

Series I, Series II and the Company indirectly own 42,724,063, 119,275,937, and 162,000,000 Series A units, respectively, in Tosca Holdco, LLC an investment in the Power & Utilities industry in the United States. The fair value of Series I, Series II and the Company investment in

Series A units of

Tosca Holdco, LLC were $19,636, $54,819 and $74,455, respectively, and the percentage of Net Asset Value of Series I, Series II, and the Company for

each

investment was 7.9%

Series I, Series II and the Company indirectly own

11,604,066, 32,395,934, and 44,000,000 Series

B units, respectively, in Tosca Holdco LLC. The fair value of Series I, Series II and the Company investment in Series B units of Tosca Holdco, LLC were

$5,333, $14,889 and $20,222,

respectively, and the percentage of Net Asset Value of Series I, Series II, and the Company for each investment was

2.2%

(4)	Represents an investment in an affiliated entity of the Company.

See notes to consolidated financial statements.

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Apollo Infrastructure Company LLC

Notes to Consolidated Financial Statements (Unaudited)

(in thousands, except for share and per share data)

1.	Organization

Apollo Infrastructure Company LLC and subsidiaries (the “Company”) is a limited liability company that was formed in accordance with the laws of Delaware on April 3, 2023. On April 10, 2023, the Company established two registered series of limited liability company interests, Apollo Infrastructure Company LLC - Series I (“Series I”) and Apollo Infrastructure Company LLC - Series II (“Series II”). Series I and Series II are treated as separate entities for U.S. federal income tax purposes with segregated assets and liabilities. Sections

18-215(c)

and

18-218(c)(1)

of the Delaware Limited Liability Company Act (as amended from time to time, the “LLC Act”) provide that a Series established in accordance with

Section 18-215(b)

18-218

of the LLC Act, respectively, may carry on any lawful business, purpose or activity, other than the business of banking, and has the power and capacity to, in its own name, contract, hold title to assets (including real, personal and intangible property), grant liens and security interests, and sue and be sued. The Series conduct the business of the Company jointly and although they have the ability and intention to contract in their own name, they expect to do so jointly and in coordination with one another. Under Delaware law, to the extent the records maintained for a Series account for the assets associated with such Series separately from the other assets of the Company or any other Series, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to such Series are segregated and enforceable only against the assets of such Series and not against the assets of the Company generally or any other Series. Series I and Series II are expected to invest, directly or indirectly, in the same portfolio of Infrastructure Assets on a pro rata basis. Series I is treated as a corporation for U.S. federal income tax purposes, and Series II is treated as a partnership for U.S. federal income tax purposes. The Company conducts its operations so that it is not required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”). The Company is a holding company that seeks to acquire, own and control portfolio companies, special purpose vehicles and other entities through which infrastructure assets or businesses will be held (“Infrastructure Assets”), with the objective of generating attractive risk-adjusted returns consisting of both current income and capital appreciation. Each Series is overseen by the Board and managed by the Operating Manager.

The Company conducts a continuous private offering of its investor shares: S Shares, I Shares,

F-S

Shares,

F-I

Shares,

A-I

Shares, and

A-II

Shares (collectively, the “Investor Shares” and, collectively with the E Shares and V Shares, the “Shares”) in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to (i) accredited investors (as defined in Regulation D under the Securities Act) and (ii) in the case of shares sold outside of the United States, to persons that are not “U.S. persons” (as defined in Regulation S under the Securities Act).

The Company is sponsored by Apollo Asset Management, Inc. (together with its subsidiaries, “Apollo”) and benefits from Apollo’s infrastructure sourcing and management platform pursuant to the operating agreement the Company entered into with Apollo Manager, LLC (the “Operating Manager”) to support the Company in managing its portfolio of Infrastructure Assets with the objective of generating attractive risk-adjusted returns consisting of both current income and capital appreciation for shareholders. The Company commenced principal operations on November 1, 2023.

The purchase of the Shares in a Series of the Company is an investment only in that particular Series and not an investment in the Company as a whole. V Shares have special rights and privileges, including entitling the holders thereof to the right to increase or decrease the number of directors of the Company, appoint and remove directors from the Board, and fill any vacancies on the Board. V Shares will not have economic participation in the Company. V Shares have not been and are not expected to be offered to investors other than Apollo, certain of its affiliates and employees and/or certain Apollo clients.

2.	Summary of Significant Accounting Policies

Basis of Accounting

– The consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are presented in United States dollars, which is the Company’s functional currency. The Company’s fiscal year end is December 31.

The Company’s consolidated financial statements are prepared using the accounting and reporting guidance under Financial Accounting Standards Board Accounting Standards Codification (ASC) 946, Financial Services – Investment Companies.

Basis of Presentation

–

Series I and Series II are treated as separate entities for U.S. federal income tax purposes with segregated assets, liabilities, income, and expenses. Allocation to each Series is based on attributable investment activity, net asset value (“NAV”), or other equitable allocation methodologies as determined by the Operating Manager. Series I and Series II reflect their allocable share of assets and liabilities of the Company’s wholly-owned subsidiaries on the Consolidated Statements of Assets and Liabilities. Series I and Series II record their allocable share of profits and losses each month based on their relative ownership of the wholly-owned subsidiaries on the Consolidated Statements of Operations. Management has made all necessary adjustments (consisting only of normal recurring items) so that the consolidated financial statements are presented fairly and believes that any estimates made are reasonable and prudent.

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Basis of Consolidation

–

As provided under Regulation

S-X

and ASC 946, the Company will generally not consolidate its investment in a company other than an investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the results of its wholly-owned subsidiaries. All intercompany balances and transactions have been

eliminated

in consolidation.

Use of Estimate

– The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in these consolidated financial statements. Actual results could materially differ from those estimates.

Cash and Cash Equivalents

– As of March 31, 2025 and December 31, 2024, cash and cash equivalents were comprised of cash and fundings into money market funds sponsored by a U.S. financial institution. As of March 31, 2025, Series I, Series II, and the Company held $53,985, $135,474, and $189,459, respectively, in money market funds, all of which were held in the Goldman Sachs Financial Square Government Fund. As of December 31, 2024, Series I, Series II, and the Company held $84,681, $236,861, and $321,542, respectively, in money market funds, all of which were held in the Goldman Sachs Financial Square Government Fund.

Organizational and Offering Expenses

– Organizational expenses are expensed as incurred. Organizational expenses consist of costs incurred to establish the Company and enable it legally to do business.

Offering expenses include registration fees and legal fees regarding the preparation of the registration statement on Form 10. Offering expenses are accounted for as deferred costs until operations begin. For the three months ended March 31, 2025, Series I, Series II, and the Company deferred offering expenses amortization were $36, $97, and $133, respectively. For the three months ended March 31, 2024, Series I, Series II, and the Company deferred offering expenses amortization were $25, $95, and $120, respectively. As of March 31, 2025, deferred offering expenses for Series I, Series II and the Company were $554, $1,380 and $1,934, respectively. As of December 31, 2024 Series I, Series II and the Company deferred offering expenses were $545, $1,522 and $2,067, respectively.

The Operating Manager may elect to provide expense support for certain organization and offering expenses which is subject to potential recoupment as described in Note

5-Related

Party Considerations.

Investment Income –

The Company records dividend income and accrues interest income pursuant to the terms of the respective Infrastructure Asset, unless, in the case of dividend income, the Company determines that the Infrastructure Asset does not have positive earnings in which case such dividend income is treated as a return of capital.

Payment-in-Kind

(PIK) interest is accrued monthly on PIK fixed income securities in accordance with the contractual terms of those Infrastructure Assets. In the case of proceeds received from investments in a partnership investment vehicle and limited partnerships, the Company determines the character of such proceeds and record any interest income, dividend income, realized gains or returns of capital accordingly. For the three months ended March 31, 2025 and 2024

investment income was comprised of interest income from Infrastructure Assets and cash and cash equivalents.

Net Realized gains or losses and Net Change in Unrealized Appreciation (Depreciation) on Investments –

Without regard to unrealized appreciation (depreciation) previously recognized, realized gains or losses will be measured as the difference between the net proceeds from the sale, repayment, or disposal of an asset and the adjusted cost basis of the asset. Net change in unrealized appreciation (depreciation) will reflect the change in investment values during the reporting period, including the reversal of any previously recorded unrealized appreciation (depreciation) when gains or losses are realized.

Investments, At Fair Value

– ASC 820, Fair Value Measurement, defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP and expands disclosures about fair value. The Company recognizes and accounts for its investments at fair value. The fair value of the investments does not reflect transactions costs that may be incurred upon disposition of investments.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity for disclosure purposes.

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Assets and liabilities recorded at fair value in the Consolidated Statements of Assets and Liabilities are categorized based upon the level of judgment associated with the inputs used to measure their value. Hierarchical levels, as defined under U.S. GAAP, are directly related to the amount of subjectivity associated with the inputs to fair valuations of these assets and liabilities, are as follows:

Level I — Quoted prices are available in active markets for identical financial instruments as of the reporting date. The Company does not adjust the quoted price for these financial instruments, even in situations where the Company holds a large position and the sale of such position would likely deviate from the quoted price.

Level II — Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. These financial instruments exhibit higher levels of liquid market observability as compared to Level 3 financial instruments.

Level III — Pricing inputs are unobservable for the financial instrument and includes situations where there is little observable market activity for the financial instrument. The inputs into the determination of fair value may require significant management judgment or estimation. Financial instruments that are included in this category generally include investments where the fair value is based on observable inputs as well as unobservable inputs.

A significant decrease in the volume and level of activity for the asset or liability is an indication that transactions or quoted prices may not be representative of fair value because in such market conditions there may be increased instances of transactions that are not orderly. In those circumstances, further analysis of transactions or quoted prices is needed, and an adjustment to the transactions or quoted prices may be necessary to estimate fair value.

There is no single standard for determining fair values of assets that do not have a readily available market price and, in many cases, such fair values may be best expressed as a range of fair values from which a single estimate may be derived in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each acquisition while employing a valuation process that is consistently followed. Determinations of fair value involve subjective judgments and estimates.

When making fair value determinations for Infrastructure Assets that do not have readily available market prices, we will consider industry-accepted valuation methodologies, primarily consisting of an income approach and market approach. The income approach derives fair value based on the present value of cash flows that a business or security is expected to generate in the future. The market approach relies upon valuations for comparable public companies, transactions or assets and includes making judgments about which companies, transactions or assets are comparable. A blend of approaches may be relied upon in arriving at an estimate of fair value, though there may be instances where it is more appropriate to utilize one approach. It is common to use only the income approach for Infrastructure Assets. We also consider a range of additional factors that we deem relevant, including a potential sale of the Infrastructure Assets, macro and local market conditions, industry information and the relevant Infrastructure Asset’s historical and projected financial data.

Infrastructure Assets will generally be valued at the relevant transaction price initially; however, to the extent the Operating Manager does not believe an Infrastructure Asset’s transaction price reflects the current market value, the Operating Manager will adjust such valuation. When making fair value determinations for Infrastructure Assets, the Operating Manager will update the prior

month-end

valuations by incorporating the then current market comparables and discount rate inputs, any material changes to the financial performance of the Infrastructure Assets since the prior valuation date, as well as any cash flow activity related to the Infrastructure Assets during the month. The Operating Manager will value Infrastructure Assets using the valuation methodology it deems most appropriate and consistent with widely recognized valuation methodologies and market conditions.

When making fair value determinations for assets that do not have a reliable, readily available market price, which the Company expects to be the case for a significant number of its Infrastructure Assets, the Operating Manager may engage one or more independent valuation firms to provide positive assurance regarding the reasonableness of such valuations as of the relevant measurement date.

Because assets are valued as of a specified valuation date, events occurring subsequent to that date will not be reflected in the Company’s valuations. However, if information indicating a condition that existed at the valuation date becomes available subsequent to the valuation date and before financial information is publicly released, it will be evaluated to determine whether it would have a material impact requiring adjustment of the final valuation.

At least annually, the Board, including our independent directors on the Board (“Independent Directors”), will review the appropriateness of our valuation guidelines. From time to time, the Board, including our Independent Directors, may adopt changes to the valuation guidelines on occasions in which it has determined or in the future determines that such changes are likely to result in a more accurate reflection of estimated fair value.

Derivative Instruments

— The Company recognizes all derivative instruments as assets or liabilities at fair value in its consolidated financial statements. The Company does not utilize hedge accounting with respect to derivative instruments and as such, the Company recognizes its derivative instruments at fair value with changes included in net change in unrealized gain (loss) on derivatives on the Consolidated Statements of Operations.

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Derivative instruments are measured in terms of the notional contract amount and derive their value based upon one or more underlying instruments. Derivative instruments are subject to various risks similar to

non-derivative

instruments including market, credit, liquidity, interest rate, foreign currency and operational risks. The Company manages these risks on an aggregate basis as part of its risk management process. The derivatives may require the Company to pay or receive an upfront fee or premium. These upfront fees or premiums are carried forward as cost or proceeds to the derivatives.

The Company enters into foreign currency forward contracts to reduce the Company’s exposure to fluctuations in the fair value of foreign currencies. In a foreign currency forward contract, the Company agrees to receive or deliver a fixed quantity of one currency for another at a

pre-determined

price at a future date. Foreign currency forward contracts are

marked-to-market

at the applicable forward rate. Depending on the nature of the balance, the fair value of foreign currency forward contracts are recorded within derivative assets, at fair value or derivative liabilities, at fair value on the Consolidated Statements of Assets and Liabilities. Any cash collateral amounts posted to or received from the counterparty to cover collateral obligations under the terms of the foreign currency forward contracts are included in prepaid expenses and other assets or other accrued expenses and liabilities, respectively, on the Company’s Consolidated Statements of Assets and Liabilities. As of March 31, 2025, Series I, Series II and the Company did not have cash collateral to counterparties against foreign currency forward contracts. As of March 31, 2024, the Company did not enter into any foreign currency forward contracts. Purchases and settlements of foreign currency forward contracts having the same settlement date and counterparty are generally settled net and any realized gains or losses are recognized on the settlement date. The Company recognizes its foreign currency forward contracts at fair value with changes included in the net change in unrealized appreciation/(depreciation) from derivatives on the Consolidated Statements of Operations.

Income Taxes

– Series I has elected to be taxed as a corporation for U.S. federal income tax purposes. Series I is liable for income taxes, if any, on its net taxable income.

Series II operates so that it will qualify to be treated as a partnership for U.S. federal income tax purposes under the Internal Revenue Code and not a publicly traded partnership treated as a corporation. As such, it will not be subject to any U.S. federal and state income taxes. In any year, it is possible that Series II will not meet the qualifying income exception, which would result in Series II being treated as a publicly traded partnership taxed as a corporation, rather than a partnership. If Series II does not meet the qualifying income exception, the holders of interests in Series II would then be treated as shareholders in a corporation, and Series II would become taxable as a corporation for U.S. federal income tax purposes. Series II would be required to pay income tax at corporate rates on its net taxable income. In addition, Series II holds interests in Infrastructure Assets, through subsidiaries that are treated as corporations for U.S. and

non-U.S.

tax purposes and therefore may be subject to current and deferred U.S. federal, state and/or local income taxes at the subsidiary level.

Deferred taxes are provided for the effects of potential future tax liabilities in future years resulting from differences between the tax basis of an asset and liability and its reported valuation in the accompanying consolidated financial statements. Income taxes for both Series I and Series II are accounted for under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined on the temporary differences in the basis of assets and liabilities for income tax and financial reporting purposes using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the Consolidated Statements of Operations in the period that includes the enactment date. For a particular

tax-paying

component of an entity and within a particular tax jurisdiction, deferred tax assets and liabilities are offset and presented as a single amount within prepaid expenses and other assets or other accrued expenses and liabilities, as applicable, in the accompanying Consolidated Statements of Assets and Liabilities.

Both Series I and Series II recognize the tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities. Both Series I and Series II review and evaluate tax positions in their major jurisdictions and determines whether or not there are uncertain tax positions that require financial statement recognition. Based on this review, both Series I and Series II have determined the major tax jurisdictions to be where both Series I and Series II are organized, where both Series I and Series II hold interests in Infrastructure Assets, and where the Operating Manager is located; however, no reserves for uncertain tax positions were recorded for any of Series I and Series II’s Consolidated Statements of Assets and Liabilities for the three months ended March 31, 2025 and 2024. Both Series I and Series II are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months. Generally, both Series I and Series II’s returns may be subject to examination for a period of

three

to five years from when they are filed under varying statutes of limitations.

Calculation of NAV

– For each applicable Series, the NAV per Share of each type of the Company’s Shares is determined by dividing the total assets (the value of investments, plus cash or other assets) attributable to such type less the value of any liabilities attributable to such type, by the total number of Shares outstanding of such type.

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Recent Accounting Pronouncements –

In December 2023, the FASB issued ASU

2023-09,

Income Taxes — Improvements to Income Tax Disclosures. The guidance makes amendments to update disclosures on income taxes including rate reconciliation, income taxes paid, and certain amendments on disaggregation by federal, state, and foreign taxes, as relevant. The guidance is mandatorily effective for the Company for annual periods beginning in 2025, but early adoption is permitted. The Company is currently evaluating the impact of the new standard on its consolidated financial statements.

In November 2024, the FASB issued ASU

2024-03,

“Income Statement —Reporting Comprehensive Income —Expense Disaggregation Disclosures (Subtopic

220-40):

Disaggregation of Income Statement Expenses.” ASU

2024-03

requires public business entities to provide more detailed disclosures about the nature of their expenses in the footnotes to the financial statements. The guidance is mandatorily effective for the Company for annual periods beginning in 2027, but early adoption is permitted. The Company is currently evaluating the impact of the new standard on its consolidated financial statements.

There are no other standards, interpretations or amendments to existing standards that are effective that would be expected to have a material impact on the Company.

3.	Fair Value Measurement and Disclosures

The following tables summarize the valuation of the Company’s investments and cash and cash equivalents in the fair value hierarchy levels as of March 31, 2025 and December 31, 2024:


March 31, 2025
Description	Total		Level I		Level II		Level III		Measured at NAV (1)(2)
Series I
Investments in Partnership Investment Vehicle	$	169,282	$	—	$	—	$	85,904	$	83,378
Investments in Loans (3)		94,998		—		4,301		90,697		—
Investments in Warrants		1,169		—		—		1,169		—

Total Investments	$	265,449	$	—	$	4,301	$	177,770	$	83,378

Foreign Currency Contracts		95		—		95				—

Total Derivative Assets	$	95	$	—	$	95	$	—	$	—

Cash and cash equivalents		53,985		53,985		—		—		—

Total	$	319,529	$	53,985	$	4,396	$	177,770	$	83,378

Series II
Investments in Partnership Investment Vehicle	$	421,612	$	—	$	—	$	213,951	$	207,661
Investments in Loans (3)		236,599		—		10,713		225,886		—
Investments in Warrants		2,911		—		—		2,911		—

Total Investments	$	661,122	$	—	$	10,713	$	442,748	$	207,661

Foreign Currency Contracts		260		—		260		—		—

Total Derivative Assets	$	260	$	—	$	260	$	—	$	—

Cash and cash equivalents		135,474		135,474		—		—		—

Total	$	796,856	$	135,474	$	10,973	$	442,748	$	207,661

Total
Investments in Partnership Investment Vehicle	$	590,894	$	—	$	—	$	299,855	$	291,039
Investments in Loans (3)		331,597		—		15,014		316,583		—
Investments in Warrants		4,080		—		—		4,080		—

Total Investments	$	926,571	$	—	$	15,014	$	620,518	$	291,039

Foreign Currency Contracts		355		—		355				—

Total Derivative Assets	$	355	$	—	$	355	$	—	$	—

Cash and cash equivalents		189,459		189,459		—		—		—

Total	$	1,116,385	$	189,459	$	15,369	$	620,518	$	291,039

(1)	Included within certain investments measured at NAV were Level III investments. Series I, Series II, and the Company Level III amounts of these investments were $49,252, $122,665and $171,917, respectively.

(2)	As of March 31, 2025, Series I, Series II and the Company had unfunded commitments of $46,567, $115,957 and $162,524, respectively, related to investments measured at NAV.

(3)	On October 23, 2024, the Company entered into a Sale and Purchase Agreement to sell its interest in Yondr Group, L.P. As of March 31, 202 5 , the sale is subject to conditions to complete.

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December 31, 2024
Description	Total		Level I		Level II		Level III		Measured at NAV (1) (2)
Series I
Investments in Partnership Investment Vehicle	$	85,694	$	—	$	—	$	32,508	$	53,186
Investments in Loans (3)		79,882		—		3,995		75,887		—
Investments in Warrants		1,076		—		—		1,076		—

Total Investments	$	166,652	$	—	$	3,995	$	109,471	$	53,186

Cash and cash equivalents		84,681		84,681		—		—		—

Total	$	251,333	$	84,681	$	3,995	$	109,471	$	53,186

Series II
Investments in Partnership Investment Vehicle	$	239,239	$	—	$	—	$	90,755	$	148,484
Investments in Loans (3)		223,010		—		11,155		211,855		—
Investments in Warrants		3,004		—		—		3,004		—

Total Investments	$	465,253	$	—	$	11,155	$	305,614	$	148,484

Cash and cash equivalents		236,861		236,861		—		—		—

Total	$	702,114	$	236,861	$	11,155	$	305,614	$	148,484

Total
Investments in Partnership Investment Vehicle	$	324,933	$	—	$	—	$	123,263	$	201,670
Investments in Loans (3)		302,892		—		15,150		287,742		—
Investments in Warrants		4,080		—		—		4,080		—

Total Investments	$	631,905	$	—	$	15,150	$	415,085	$	201,670

Cash and cash equivalents		321,542		321,542		—		—		—

Total	$	953,447	$	321,542	$	15,150	$	415,085	$	201,670

(1)	Included within certain investments measured at NAV were Level III investments. Series I, Series II, and the Company Level III amounts of these investments were $30,248, $84,447, and $114,695, respectively.

(2)	As of December 31, 2024, Series I, Series II, and the Company had unfunded commitments of $7,975, $22,265 and $30,240 respectively, related to investments measured at NAV.

(3)	On October 23, 2024, the Company entered into a Sale and Purchase Agreement to sell its interest in Yondr Group, L.P. As of December 31, 2024, the sale was subject to conditions to complete.

Transfers of investments between levels, if any, shall be recorded at the end of the period.

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There were no transfers in or out of the Company’s investments that are classified as Level III investments for the three months ended March 31, 2025. The following table shows the change in the fair value of our Level III investment during the three months ended March 31, 2025:


Description	Level III Investments
Series I
Balance as of December 31, 2024	$	109,471
Purchases, including capitalized PIK and rebalancing transaction		67,779
Net change in unrealized appreciation/(depreciation) from investments		591
Sales and syndication		(71	)
Transfers out of Level III		—
Transfers into Level III		—

Balance as of March 31, 2025	$	177,770


Series II
Balance as of December 31, 2024	$	305,614
Purchases, including capitalized PIK and rebalancing transaction		135,806
Net change in unrealized appreciation/(depreciation) from investments		1,505
Sales and syndication		(177	)
Transfers out of Level III		—
Transfers into Level III		—

Balance as of March 31, 2025	$	442,748


Total
Balance as of December 31, 2024	$	415,085
Purchases, including capitalized PIK and rebalancing transaction		203,585
Net change in unrealized appreciation/(depreciation) from investments		2,096
Sales and syndication		(248	)
Transfers out of Level III		—
Transfers into Level III		—

Balance as of March 31, 2025	$	620,518

The total change in unrealized appreciation included in the Consolidated Statements of Operations within net change in unrealized appreciation/(depreciation) from investments for the three months ended March 31, 2025, attributable to Level III investments still held at March 31, 2025 for Series I, Series II, and the Company were $591, $1,505, and $2,096 respectively.

The following table shows the change in the fair value of our Level III investment during the three months ended March 31, 2024:


Description	Level III Investments
Series I
Balance as of December 31, 2023	$	20,442
Purchases, including capitalized PIK		16,799
Net change in unrealized appreciation/(depreciation) from investments		369
Transfers out of Level III		—
Transfers into Level III		—

Balance as of March 31, 2024	$	37,610


Series II
Balance as of December 31, 2023	$	94,975
Purchases, including capitalized PIK		56,563
Net change in unrealized appreciation/(depreciation) from investments		1,242
Transfers out of Level III		—
Transfers into Level III		—

Balance as of March 31, 2024	$	152,780


Total
Balance as of December 31, 2023	$	115,417
Purchases, including capitalized PIK		73,362
Net change in unrealized appreciation/(depreciation) from investments		1,611
Transfers out of Level III		—
Transfers into Level III		—

Balance as of March 31, 2024	$	190,390

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III investments still held at March 31, 2024 for Series I, Series II, and the Company were

$369, $1,242, and $1,611, respectively.

The following tables provide quantitative measure used to determine the fair values of the Level III investments as of March 31, 2025:

March 31, 2025

Asset Type

Level III Fair Value

Valuation Technique

Unobservable Input

Input

Series I

Investments in Partnership Investment Vehicle

85,904

Discounted Cash Flow

Discount Rate

15.00% - 15.10%

Terminal Multiple

8.5x - 14.3x

Transaction Price

N/A

Investments in Loans

90,697

Discounted Cash Flow

Discount Rate

7.00% - 10.19%

Transaction Price

(1)

N/A

Investments in Warrants

1,169

Transaction Price

N/A

Total

177,770

Series II

Investments in Partnership Investment Vehicle

213,951

Discounted Cash Flow

Discount Rate

15.00% - 15.10%

Terminal Multiple

8.5x - 14.3x

Transaction Price

N/A

Investments in Loans

225,886

Discounted Cash Flow

Discount Rate

7.00% - 10.19%

Transaction Price

(1)

N/A

Investments in Warrants

2,911

Transaction Price

N/A

Total

442,748

Total

Investments in Partnership Investment Vehicle

299,855

Discounted Cash Flow

Discount Rate

15.00% - 15.10%

Terminal Multiple

8.5x - 14.3x

Transaction Price

N/A

Investments in Loans

316,583

Discounted Cash Flow

Discount Rate

7.00% - 10.19%

Transaction Price

(1)

N/A

Investments in Warrants

4,080

Transaction Price

N/A

Total

620,518

(1)

The Investments in Loans valued at Transaction Price include certain loans held by the Company that, pursuant to their contractual terms, produce PIK income. PIK income computed at the contractual rate is accrued into income and reflected as a receivable up to the capitalization date. For the three months ended March 31, 2025, Series I, Series II, and the Company earned and capitalized PIK income on investments of $2,499,

6,223, and

8,722, respectively.

The following table provides quantitative measures used to determine the fair values of the Level III investments as of December 31, 2024:

December 31, 2024

Asset Type

Level III Fair Value

Valuation Technique

Unobservable Input

Input

Series I

Investments in Partnership Investment Vehicle

32,508

Discounted Cash Flow

Discount Rate

15.00% - 15.10%

Terminal Multiple

8.5x - 14.3x

Investments in Loans

75,887

Discounted Cash Flow

Discount Rate

7.18% - 10.66%

Transaction Price (1)

N/A

Investments in Warrants

1,076

Transaction Price

N/A

Total

109,471

Series II

Investments in Partnership Investment Vehicle

90,755

Discounted Cash Flow

Discount Rate

15.00% - 15.10%

Terminal Multiple

8.5x - 14.3x

Investments in Loans

211,855

Discounted Cash Flow

Discount Rate

7.18% - 10.66%

Transaction Price (1)

N/A

Investments in Warrants

3,004

Transaction Price

N/A

Total

305,614

Total

Investments in Partnership Investment Vehicle

123,263

Discounted Cash Flow

Discount Rate

15.00% - 15.10%

Terminal Multiple

8.5x - 14.3x

Investments in Loans

287,742

Discounted Cash Flow

Discount Rate

7.18% - 10.66%

Transaction Price (1)

N/A

Investments in Warrants

4,080

Transaction Price

N/A

Total

415,085

(1)

The Investments in Loans valued at Transaction Price include certain loans held by the Company that, pursuant to their contractual terms, produce PIK income. PIK income computed at the contractual rate is accrued into income and reflected as a receivable up to the capitalization date. For the year ended December 31, 2024, Series I, Series II and the Company, earned and capitalized PIK income of $ 3,182, $9,313, and $ 12,495, respectively.

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Unconsolidated Significant Subsidiary

The following tables present summarized financial information of the applicable significant subsidiaries in which the Company, Series I, and Series II has an indirect equity interest for the period ended March 31, 2025:

Income Statement


	For the quarter ended March 31, 2025			For the quarter ended March 31, 2024
Total Revenue	$	63,825		$	46,299
Gross profit		26,951			19,677
Income (loss) before taxes		(11,522	)		(38,680	)
Net income (loss)		(11,610	)		(38,746	)

The summarized financial information above does not represent the Company’s proportionate share.

There were no significant subsidiaries in which the Company, Series I, and Series II had an indirect equity interest for the period ended March 31, 2024.

4.	Notes Payable

The Company’s

outstanding

debt obligations as of March 31, 2025 were as follows:


	Aggregate Principal Committed						Outstanding Principal						Unused Portion						Carrying Value						Fair Value(1)
	Series I		Series II		Total		Series I		Series II		Total		Series I		Series II		Total		Series I		Series II		Total		Series I		Series II		Total
Promissory Notes	$	214	$	214	$	428	$	214	$	214	$	428	$	—	$	—	$	—	$	214	$	214	$	428	$	214	$	214	$	428

(1)	The carrying amount outstanding under these debt obligations approximate their fair value as of March 31, 2025.

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Promissory Note


	Fair Value
Legal Maturity	Series I		Series II		Total
1/30/2055	$	214	$	214	$	428

The promissory notes are reported at amortized cost and are reflected within notes payable on the Company’s Consolidated Statements of Assets and Liabilities.

The promissory notes pay interest on the principal balances at a rate of 12% per annum, payable semi-annually in arrears.

However, the Company intends to repay the Promissory Notes prior to the legal maturity and is currently amortizing upfront costs associated with the Promissory Notes over a period of three years. Amortized amounts are included within general and administration expenses on the Company’s Consolidated Statements of Operations.

5.	Related Party Considerations

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 May 14, 2024, the Company acquired an additional indirect interest in Novus Holdings Parent, L.P. from an affiliate of the Operating Manager.

On March 28, 2025 the Company acquired indirect interests in CN Jackalope Holdings LLC, Caledonia Holdings LLC, Tawhiri Power Holdings LLC, and Pipeline Funding Company LLC from a fund managed by an affiliate of the Operating Manager.

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 March 31, 2025, the Operating Manager earned gross Management Fees of $410, $987, and $1,397 from Series I, Series II, and the Company, respectively, with a Special Fees offset of $149, $340, and $489, from Series I, Series II, and the Company, respectively, resulting in net management fees of $261, $647, and $908 from Series I, Series II,

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and the Company, respectively. For the three months ended March 31, 2024, the Operating Manager earned gross Management Fees of $91, $331, and $422 from Series I, Series II, and the Company, respectively, with a Special Fees offset of $37, $121 and $158, from Series I, Series II, and the Company, respectively, resulting in net management fees of $54, $210 and $264 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 March 31, 2025 and 2024 there were

rebates or waivers of the management fees.

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 Apollo 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 March 31, 2025, the Operating Manager earned Performance Fees of $289, $674, and $963 from Series I, Series II, and the Company, respectively. For the three months ended March 31, 2024, the Operating Manager earned Performance Fees of $83, $287, and $370 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 months ended March 31, 2025, $230

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 months ended March 31, 2024, $650

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 March 31, 2025, these expenses were $108, $295, and $403, for Series I, Series II, and the Company, respectively. For the three months ended March 31, 2024, these expenses were $127, $459, and $586, for Series I, Series II, and the Company, respectively. These expenses are included in general and administration expenses in the Consolidated Statements of Operations.

In February 2025, the Company engaged Lyra Client Solutions Holdings, LLC (“Lyra”), an end-to-end client service platform affiliated with Apollo. Lyra 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 March 31, 2025, the Company did not incur any expenses related to Lyra.

An affiliate of Apollo was issued 1,992,619 of

A-II

Shares within Series II on December 1, 2023, for an aggregate consideration of $50,000. The said affiliate elected to reinvest its distributions.

An affiliate of Apollo was issued 1,523,194 of

A-II

Shares within Series II on October 1, 2024

for an aggregate consideration of $40,000

. 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 our 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 Supports, 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 Supports 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.”

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“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 months ended March 31, 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. For the three months ended March 31, 2024, the Operating Manager agreed to provide Expense Support of $312, $1,155 and 1,467, for expenses incurred by Series I, Series II, and the Company, respectively.

As of March 31, 2025, total Due from Operating Manager for total Expense Support outstanding was $2,388, $5,948, and $8,336

for Series I, Series II, and the Company, respectively, of which the Operating Manager’s ability to recoup 41% will expire in December 2026, 18% will expire in March 2027, 15% will expire in June 2027, 12% will expire September 2027, 9% will expire in December 2027, and 5% will expire in March 2028.

As of December 31, 2024, total Due from Operating Manager for total Expense Support outstanding was $2,083, $5,817, and $7,900 for Series I, Series II, and the Company, respectively, of which the Operating Manager’s ability to recoup 43% will expire in December 2026, 18% will expire in March 2027, 16% will expire in June 2027, 13% will expire in September 2027, and 10% will expire in December 2027.

As of March 31, 2025, Series I, Series II, and the Company had an outstanding payable to Operating Manager of $2,387, $5,945, and $8,332, respectively

s of December 31, 2024, Series I, Series II, and the Company had an outstanding payable to the Operating Manager of $2,047, $5,713, and $7,760, 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 March 31, 2025 and December 31, 2024, neither Series paid the Dealer Manager for any annual distribution fees, shareholder servicing fees, upfront selling commission or dealer manager fees.

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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 three months ended March 31, 2025:


	Restricted Stock		Grant Date Fair Value ($ in thousands)
Outstanding as of December 31, 2024		7,714	$	200
Granted		—		—
Vested		—		—
Forfeiture		—		—

Outstanding as of March 31, 2025		7,714	$	200

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

During the three months ended March 31, 2025, the Company recorded $14, $36, 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 $13, $33 and $46 for Series I, Series II and the Company, respectively, as of March 31, 2025.

There were no

grants of restricted common shares issued or outstanding during the three months ended March 31, 2024.

6.	Shareholders’ Equity

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The following table summarizes the shareholder transactions in common shares during the three months ended March 31, 2025:


	Series I						Series II						Total
	Shares			Consideration Amount			Shares			Consideration Amount			Shares			Consideration Amount
A-II Shares:
Balance as of December 31, 2024		8,109,427		$	208,185			24,755,955		$	635,417			32,865,382		$	843,602
Proceeds from issuance of shares		1,947,990			52,226			3,175,414			85,565			5,123,404			137,791
Repurchases of shares		(25,696	)		(687	)		(146,689	)		(3,944	)		(172,385	)		(4,631	)
Reinvestment of distributions		865			23			28,037			754			28,902			777

Net increase (decrease)		1,923,159		$	51,562			3,056,762		$	82,375			4,979,921		$	133,937

Balance as of March 31, 2025		10,032,586		$	259,747			27,812,717		$	717,792			37,845,303		$	977,539

F-I Shares:
Balance as of December 31, 2024		1,154,705		$	30,014			999,415		$	26,174			2,154,120		$	56,188
Proceeds from issuance of shares		157,210			4,178			86,039			2,298			243,249			6,476
Repurchases of shares		(10,010	)		(266	)		—			—			(10,010	)		(266	)
Reinvestment of distributions		2,395			64			6,067			162			8,462			226

Net increase (decrease)		149,595		$	3,976			92,106		$	2,460			241,701		$	6,436

Balance as of March 31, 2025		1,304,300		$	33,990			1,091,521		$	28,634			2,395,821		$	62,624

E Shares:
Balance as of December 31, 2024		4,262		$	110			19,052		$	499			23,314		$	609
Proceeds from issuance of shares		3,907			105			13,186			358			17,093			463
Repurchases of shares		—			—			—			—			—			—
Reinvestment of distributions		32			1			113			3			145			4

Net increase (decrease)		3,939		$	106			13,299		$	361			17,238		$	467

Balance as of March 31, 2025		8,201		$	216			32,351		$	860			40,552		$	1,076

V Shares:
Balance as of December 31, 2024		40		$	1			40		$	1			80		$	2
Proceeds from issuance of shares		—			—			—			—			—			—
Repurchases of shares		—			—			—			—			—			—
Reinvestment of distributions		—			—			—			—			—			—

Net increase (decrease)		—		$	—			—		$	—			—		$	—

Balance as of March 31, 2025		40		$	1			40		$	1			80		$	2

I Shares:
Balance as of December 31, 2024		—		$	—			—		$	—			—		$	—
Proceeds from issuance of shares		338,637			9,070			32,170			867			370,807			9,937
Repurchases of shares		—			—			—			—			—			—
Reinvestment of distributions		—			—			—			—			—			—

Net increase (decrease)		338,637		$	9,070			32,170		$	867			370,807		$	9,937

Balance as of March 31, 2025		338,637		$	9,070			32,170		$	867			370,807		$	9,937

S Shares:
Balance as of December 31, 2024		—		$	—			—		$	—			—		$	—
Proceeds from issuance of shares		110			3			110			3			220			6
Repurchases of shares		—			—			—			—			—			—
Reinvestment of distributions		—			—			—			—			—			—

Net increase (decrease)		110		$	3			110		$	3			220		$	6

Balance as of March 31, 2025		110		$	3			110		$	3			220		$	6

Total net increase (decrease)		2,415,440			64,717			3,194,447			86,066			5,609,887			150,783

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The following table summarizes the shareholder transactions in common shares during the three months ended March 31, 2024:


	Series I				Series II				Total
	Shares		Consideration Amount		Shares		Consideration Amount		Shares		Consideration Amount
A-II Shares:
Balance as of December 31, 2023		1,851,311	$	46,339		8,468,437	$	211,995		10,319,748	$	258,334
Proceeds from issuance of shares		1,355,538	$	34,401		2,674,312		67,908		4,029,850		102,309

Net increase (decrease)		1,355,538	$	34,401		2,674,312	$	67,908		4,029,850	$	102,309

Balance as of March 31, 2024		3,206,849	$	80,740		11,142,749	$	279,903		14,349,598	$	360,643
F-I Shares:
Balance as of December 31, 2023		—	$	—		—	$	—		—	$	—
Proceeds from issuance of shares		124,118		3,146		61,294		1,555		185,412		4,701

Net increase (decrease)		124,118	$	3,146		61,294	$	1,555		185,412	$	4,701

Balance as of March 31, 2024		124,118	$	3,146		61,294	$	1,555		185,412	$	4,701
V Shares:
Balance as of December 31, 2023		40	$	1		40	$	1		80	$	2
Proceeds from issuance of shares		—		—		—		—		—		—

Net increase (decrease)		—	$	—		—	$	—		—	$	—

Balance as of March 31, 2024		40	$	1		40	$	1		80	$	2

Total net increase (decrease)		1,479,656	$	37,547		2,735,606	$	69,463		4,215,262	$	107,010

Distribution Reinvestment Plan

The Company adopted a distribution reinvestment plan (the “DRIP”), in which cash distributions to Shareholders will automatically be reinvested in additional whole and fractional shares attributable to the type of Shares that a Shareholder owns unless and until an election is made on behalf of such participating Shareholder to withdraw from the DRIP and receive distributions in cash. The number of Shares to be received when distributions are reinvested will be determined by dividing the amount of the distribution, net of any applicable withholding taxes, by the Series’ NAV per share as of the end of the prior month. Shares will be distributed in proportion to the Series and types of Shares held by the Shareholder under the DRIP. There will be no sales load charges on Shares issued to a Shareholder under the DRIP.

For the three months ended March 31, 2025, the Company issued 865 Series I

A-II

Shares, 2,395 Series I

F-I

Shares, 32 Series I E Shares, 28,037 Series II

A-II

Shares, 6,067 Series II

F-I

Shares, and 113 Series II E shares for an aggregate purchase price of $1,007, in each case under the DRIP. As of March 31, 2024

the Company had not issued any

ares under the DRIP.

Share Repurchases

The Company offers a share repurchase plan pursuant to which, on a quarterly basis, Shareholders may request that we repurchase all or any portion of their Shares. The Company may repurchase fewer Shares than have been requested in any particular quarter to be repurchased under the Company’s share repurchase plan, or none at all, in our discretion at any time. We expect that each Series will conduct quarterly Share Repurchases for up to 5.0% of the aggregate NAV of our outstanding Investor Shares and E Shares of each Series (measured across both Series) at a price based on the NAV per Share as of the last business day of the quarter prior to the commencement of the share repurchase plan.

For the three months ended March 31, 2025, the Company repurchased 25,696 Series I

A-II

Shares, 10,010 Series I

F-I

Shares, and 146,689 Series II

A-II

Shares of the Company’s equity securities for a total purchase price of $4,897.

As of December 31, 2024, the Company repurchased 24,845, 15,480 and 78,657, Series I

A-II

Shares, Series I

F-I

Shares, and Series II

A-II

Shares of the Company’s equity securities

respectively

for a total purchase price of $3,108.

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Distribution

The following table reflects the aggregate distributions per share declared for each applicable share type of the Company:


Type	Three months ended March 31, 2025
Series I
A-II Shares	$	0.2040
F-I Shares		0.2040
E Shares		0.2040
S Shares		0.2040
I Shares		0.2040
Series II
A-II Shares	$	0.2040
F-I Shares		0.2040
E Shares		0.2040
S Shares		0.2040
I Shares		0.2040

The distributions for each share type were payable to holders of record at the close of business day on March 31, 2025 and were paid on April 25, 2025. The distributions were paid in cash or reinvested in the shares of the Company for shareholders participating in the DRIP of the Company.

The following table reflects the aggregate distributions per share declared for each applicable share class of the Company for the three months ended March 31, 2024 as follows:


Type	Three Months ended March 31, 2024
Series I
A-II Shares	$	0.1300
F-I Shares		0.1300
Series II
A-II Shares	$	0.1300
F-I Shares		0.1300

The distributions for each outstanding share type were payable to holders of record at the close of business day on March 31, 2024 and were paid on April 29, 2024. The distributions were paid in cash or reinvested in the shares of the Company for shareholders participating in the Company’s distribution reinvestment

plan

7.	Commitments and Contingencies

Litigation

The Company was not subject to any litigation nor was the Company aware of any material litigation threatened against it.

Infrastructure Assets

As of March 31, 2025, Company had unfunded commitments of $350,730 related to Infrastructure Assets, of which $100,492 was attributable to Series I and $250,238 was attributable to Series II.

As of December 31, 2024, the Company had unfunded commitments of $169,386 related to Infrastructure Assets, of which $44,672 was attributable to Series I and $124,714 was attributable to Series II.

Indemnifications

Under the Company’s LLC Agreement and organizational documents, its members of the Board, the Operating Manager, Apollo, and their respective affiliates, directors, officers, representatives, agents and employees are indemnified against all liabilities unless these persons’ actions constitute actual fraud or willful misconduct. In the normal course of business, the Company enters into contracts that contain a variety of representations and that provide general indemnifications. The Company’s maximum liability exposure under these arrangements is unknown, as future claims that have not yet occurred may be made against the Company.

8.	Income Taxes

Series I has elected to be treated as a corporation and is subject to current and deferred U.S. federal, state and/or local income taxes. Series II holds interests in Infrastructure Assets, through subsidiaries that are treated as corporations for U.S. and non-U.S. tax purposes and therefore may be subject to current and deferred U.S. federal, state and/or local income taxes at the subsidiary level.

For the three months ended March 31, 2025, the provision for (benefit from) income tax totaled $1,152, $2,417, and $3,569 for Series I, II and the Company, respectively, resulting in an effective tax rate of 24%, 19%, and 21% for Series I, Series II, and the Company, respectively.

For Series I, the primary items giving rise to the difference between the 21% federal statutory rate applicable to corporations and the effective tax rate are state and local income taxes (net of federal benefit). For Series II, the primary items giving rise to the difference between the 0% federal statutory rate applicable to partnerships and the effective tax rate are U.S. federal, state, and/or local taxes on the Series II taxable subsidiaries.

For the three months ended March 31, 2024, the provision for (benefit from) income taxes totaled

$320, $715, and $1,035 for

Series I, II, and the Company, respectively. For the three months ended March 31, 2024, the effective income tax rate was approximately

21%, 13%, and 15% for

Series I, II, and the Company, respectively.

The principal difference between the effective tax rate as provided in the financial statements and the statutory U.S. federal income tax rate of 21% is due to the foreign tax rate differential.

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In evaluating the realizability of deferred tax assets, the Company assesses whether it is more likely than not that some portion, or all, of the deferred tax assets, will be realized. The Company considers, among other things, the generation of future taxable income (including reversals of deferred tax assets) during the periods in which the related temporary differences will become deductible. As of March 31, 2025 and December 31, 2024, the Company ha

no gross deferred tax assets and therefore, no valuation allowance is necessary

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9.	Financial Highlights

The following are the financial highlights for the three months ended March 31, 2025:


	Series I A-II Shares			Series I F-I Shares			Series I E Shares			Series I I Shares			Series I S Shares

Per Share Data:
Net asset value at beginning of period	$	26.73		$	26.55		$	26.88		$	—		$	—
Proceeds from issuance of shares		—			—			—			26.71			26.71
Distributions declared (1)		(0.20	)		(0.20	)		(0.20	)		(0.20	)		(0.20	)
Net investment income (2)		0.18			0.13			0.22			0.14			0.10
Net realized and unrealized gain/(loss) (3)		0.17			0.17			0.17			0.14			0.16

Net increase (decrease) in net assets resulting from operations	$	0.35		$	0.30		$	0.39		$	0.28		$	0.26

Net asset value at end of period	$	26.87		$	26.64		$	27.06		$	26.79		$	26.77

Shares outstanding at end of period		10,032,586			1,304,300			8,201			338,637			110
Weighted average shares outstanding		9,240,568			1,283,607			8,201			157,453			110
Ratio/Supplemental Data:
Net assets at end of period	$	269,559		$	34,747		$	222		$	9,071		$	3
Annualized Ratio to average net assets (4)
Total expenses before expense support, special fee offset and after performance fees (5),(6)		1.55	%		2.12	%		0.97	%		2.38	%		2.42	%
Total expenses after expense support, special fee offset and after performance fees (5),(6)		1.20	%		1.62	%		0.80	%		1.61	%		1.93	%
Total expenses after expense support, special fee offset and before performance fees (5),(6)		1.11	%		1.47	%		0.80	%		1.30	%		1.73	%
Net investment income (5),(6)		2.91	%		2.45	%		3.26	%		3.05	%		2.13	%
Total return (7)		1.28	%		1.13	%		1.45	%		1.06	%		1.01	%


	Series II A-II Shares			Series II F-I Shares			Series II E Shares			Series II I Shares			Series II S Shares

Per Share Data:
Net asset value at beginning of period	$	26.88		$	26.69		$	27.03		$	—		$	—
Proceeds from issuance of shares		—			—			—			26.88			26.88
Distributions declared (1)		(0.20	)		(0.20	)		(0.20	)		(0.20	)		(0.20	)
Net investment income (2 )		0.19			0.15			0.23			0.13			0.12
Net realized and unrealized gain/(loss) (3)		0.16			0.16			0.17			0.17			0.17

Net increase (decrease) in net assets resulting from operations	$	0.35		$	0.31		$	0.40		$	0.30		$	0.29

Net asset value at end of period	$	27.03		$	26.80		$	27.23		$	26.97		$	26.96

Shares outstanding at end of period		27,812,717			1,091,521			32,351			32,170			110
Weighted average shares outstanding		26,956,146			1,083,927			28,350			19,109			110
Ratio/Supplemental Data:
Net assets at end of period	$	751,900		$	29,254		$	881		$	867		$	3
Annualized Ratio to average net assets (4)
Total expenses before expense support, special fee offset and after performance fees (5),(6)		1.54	%		2.11	%		0.94	%		2.40	%		2.41	%
Total expenses after expense support, special fee offset and after performance fees (5),(6)		1.20	%		1.61	%		0.79	%		1.75	%		1.91	%
Total expenses after expense support, special fee offset and before performance fees (5),(6)		1.12	%		1.46	%		0.79	%		1.49	%		1.72	%
Net investment income (5),(6)		3.04	%		2.62	%		3.46	%		2.65	%		2.31	%
Total return (7)		1.32	%		1.17	%		1.49	%		1.10	%		1.08	%


	Total A-II Shares			Total F-I Shares			Total E Shares			Total I Shares			Total S Shares

Per Share Data:
Net asset value at beginning of period	$	26.85		$	26.61		$	27.00		$	—		$	—
Proceeds from issuance of shares		—			—			—			26.79			26.79
Distributions declared (1)		(0.20	)		(0.20	)		(0.20	)		(0.20	)		(0.20	)
Net investment income (2 )		0.18			0.14			0.23			0.14			0.11
Net realized and unrealized gain/(loss) (3)		0.16			0.16			0.16			0.07			0.17

Net increase (decrease) in net assets resulting from operations	$	0.34		$	0.30		$	0.39		$	0.21		$	0.28

Net asset value at end of period	$	26.99		$	26.71		$	27.19		$	26.80		$	26.87

Shares outstanding at end of period		37,845,303			2,395,821			40,552			370,807			220
Weighted average shares outstanding		36,196,714			2,367,533			36,551			176,562			220
Ratio/Supplemental Data:
Net assets at end of period	$	1,021,459		$	64,001		$	1,103		$	9,938		$	6
Annualized Ratio to average net assets (4)
Total expenses before expense support, special fee offset and after performance fees (5),(6)		1.55	%		2.12	%		0.95	%		2.38	%		2.42	%
Total expenses after expense support, special fee offset and after performance fees (5),(6)		1.20	%		1.62	%		0.79	%		1.63	%		1.92	%
Total expenses after expense support, special fee offset and before performance fees (5),(6)		1.11	%		1.47	%		0.79	%		1.31	%		1.72	%
Net investment income (5),(6)		3.00	%		2.53	%		3.41	%		3.01	%		2.22	%
Total return (7)		1.28	%		1.14	%		1.48	%		1.07	%		1.04	%

(1)	The per share data for distributions was derived by using the actual shares outstanding at the date of the relevant transaction (refer to Note 6).

(2)	The per share data was derived by using the weighted average shares outstanding during the applicable period.

(3)

The amount shown at this caption is the balancing amount derived from the other figures in the table. The amount shown at this caption for a share outstanding throughout the period may not agree with the change in the aggregate gains and losses in investments for the period because of the timing of sales of the Company’s shares in relation to fluctuating market value for the portfolio.

(4)	Actual results may not be indicative of future results. Additionally, an individual shareholder’s ratio may vary from the ratios presented for a share class as a whole.

(5)	The ratios were derived using the weighted average net assets during the applicable period.

(6)	For the applicable period, interest income and operating expenses are annualized except for organizational expenses and performance fees.

(7)

The Total return is calculated for each share class as the change in the net asset value for such share class during the period plus any distributions per share declared in the period, and assumes any distributions are reinvested in accordance with our distribution reinvestment plan. Amounts are not annualized and are not representative of total return as calculated for purposes of the Performance Fees as described in “Note 5. Related Party Considerations.” The Company’s performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results. Investment performance is presented without regard to sales load that may be incurred by Shareholders in the purchase of the Company’s shares.

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The following are the financial highlights for the three months ended March 31, 2024:


	Series I A-II Shares			Series I F-I Shares			Series II A-II Shares			Series II F-I Shares			Total A-II Shares			Total F-1 Shares
Per Share Data:
Net asset value at beginning of period	$	25.25		$	—		$	25.28		$	—		$	25.27		$	—
Proceeds from issuance of shares		—			25.34			—			25.37			—			25.35
Distributions declared (1)		(0.13	)		(0.13	)		(0.13	)		(0.13	)		(0.13	)		(0.13	)
Net investment income (2)		0.2			0.14			0.23			0.18			0.22			0.16
Net realized and unrealized gain/(loss) (3)		0.22			0.15			0.22			0.13			0.22			0.14

Net increase (decrease) in net assets resulting from operations	$	0.42		$	0.29		$	0.45		$	0.31		$	0.44		$	0.30

Net asset value at end of period	$	25.54		$	25.50		$	25.60		$	25.55		$	25.58		$	25.52

Shares outstanding at end of period		3,206,849			124,118			11,142,749			61,294			14,349,598			185,412
Weighted average shares outstanding		2,673,944			81,925			10,243,423			42,283			12,917,368			124,208
Ratio/Supplemental Data:
Net assets at end of period	$	81,901		$	3,165		$	285,203		$	1,566		$	367,104		$	4,731
Annualized ratio to average net assets (4)
Total expenses before expense support and after performance fees (5),(6)		3.00	%		3.36	%		2.99	%		3.42	%		2.99	%		3.38	%
Total expenses after expense support and after performance fees (5),(6)		1.22	%		1.53	%		1.22	%		1.55	%		1.22	%		1.54	%
Total expenses after expense support and before performance fees (5),(6)		1.10	%		1.32	%		1.11	%		1.34	%		1.11	%		1.33	%
Net investment income (5),(6)		4.83	%		4.38	%		4.80	%		4.29	%		4.80	%		4.35	%
Total return (7)		1.67	%		1.50	%		1.78	%		1.62	%		1.76	%		1.54	%

(1)	The per share data for distributions was derived by using the actual shares outstanding at the date of the relevant transaction (refer to Note 6 ).

(2)	The per share data was derived by using the weighted average shares outstanding during the applicable period.

(3)

(4)	Actual results may not be indicative of future results. Additionally, an individual shareholder’s ratio may vary from the ratios presented for a share class as a whole.

(5)	The ratios were derived using the weighted average net assets during the applicable period.

(6)	For the applicable period, interest income and operating expenses are annualized except for non-recurring income, organizational expenses, and performance fees.

(7)

. Related Party Considerations.” The Company, Series I and Series IIs’ performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results. Investment performance is presented without regard to sales load that may be incurred by Shareholders in the purchase of the Company, Series I and Series II’s shares.

10 .	Segment Reporting

Series I, Series II and the Company operate as one operating segment and one reporting segment, Infrastructure. Series I, Series II and the Company’s chief operating decision maker (“CODM”) is the chief executive officer, who reviews financial information including segment expenses presented on a consolidated basis.

Series I, Series II and the Company generate its revenues from long-term control and management of control-oriented Infrastructure Assets, Infrastructure Asset financings and to a lesser extent strategic investments in Infrastructure Assets, which may consist of interest income, net realized gains or losses and net change in unrealized appreciation or depreciation of Infrastructure Assets. The CODM uses net increase (decrease) in net assets resulting from operations within the Consolidated Statements of Operations to assess financial performance and make key strategic decisions, such as identifying attractive Infrastructure Assets to allocate capital. Segment expenses are disclosed in the Consolidated Statements of Operations and segment assets are disclosed in the Consolidated Statement of Assets and Liabilities.

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Subsequent Events

Management has evaluated subsequent events and determined to disclose the following subsequent events and transactions.

April Financial Update

On April 1, 2025, the Company issued and sold the following unregistered shares of the Company to third party investors for cash:


Type	Number of Shares Sold		Aggregate Consideration
Series I
A-II Shares		355,250	$	9,545
F-I Shares		79,617		2,121
I Shares		216,092		5,789
Series II
A-II Shares		2,896,236	$	78,298
F-I Shares		25,186		675
E Shares		2,846		78
I Shares		109,948		2,965

Distribution Reinvestment Plan

On April 25, 2025, pursuant to the DRIP, the Company issued approximately 5,114 Series I A-II Shares, approximately 3,183 Series I F-I Shares, approximately 2,179 Series I I Shares, approximately 62 Series I E Shares, approximately 29,042 Series II A-II Shares, approximately 6,758 Series II F-I Shares, approximately 226 Series II I Shares and approximately 207 Series II E Shares for an aggregate consideration of $1,260.

On May 9 2025, the Company repurchased 43,023 Series I A-II Shares, 28,602 Series I F-I Shares, 791 Series II E shares and 82,796 Series II A-II Shares of the Company for an aggregate purchase price of $4,178.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those in this discussion as a result of various factors, including but not limited to those discussed in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. All dollar amounts in this “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” are in thousands, unless otherwise noted.

Overview

The Company was formed on April 3, 2023 as a Delaware limited liability company and we operate our operations in a manner such that we are not required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). We are a holding company whose mission is to be a leading owner and operator of and capital provider to Infrastructure Assets across global private markets. In doing so, our objective is to generate excess returns per unit of risk for our Shareholders consisting of both current income and long-term capital appreciation. We plan to establish operations and provide capital to Infrastructure Assets across power and renewables, transportation, digital infrastructure, and social infrastructure sectors (collectively, the “Target Sectors”). We seek to have a global footprint, focusing primarily on opportunities in North America, countries in Western Europe and member states of the Organization for Economic Co-operation and Development (“OECD”).

The term “Infrastructure Assets” refers, individually and collectively, to the infrastructure businesses or other assets that are or will be owned by the Company and its direct or indirect subsidiaries, including, as the context requires, (i) majority-controlled infrastructure businesses or other assets, holding companies, special purpose vehicles, as well as loans to such entities tied to specific infrastructure projects, and (ii) to a lesser extent, equity acquisitions, corporate carve outs, any investments made by us in any other infrastructure-related entities or assets not controlled by the Company and any other entities through which infrastructure assets or businesses are or will be held.

The Company commenced principal operations on November 1, 2023.

On April 10, 2023, the Company established two registered series of limited liability company interests, Apollo Infrastructure Company LLC – Series I (“Series I”) and Apollo Infrastructure Company LLC – Series II (“Series II” and, together with Series I, the “Series”), pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the “LLC Act”), and although the U.S. Internal Revenue Service (“IRS”) has only issued proposed regulations relating to series entities, each Series is treated as a separate entity, and have a different tax classification, for U.S. federal income tax purposes. Under Delaware law, to the extent the records maintained for a Series account for the assets associated with such Series separately from the other assets of the Company or any other Series, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to such Series are segregated and enforceable only against the assets of such Series and not against the assets of the Company generally or any other Series. Series I and Series II are expected to invest, directly or indirectly, in the same portfolio of Infrastructure Assets on a pro rata basis. Series I has elected to be treated as a corporation for U.S. federal income tax purposes and Series II is treated as a partnership for U.S. federal income tax purposes. The state tax treatment of a series limited liability company depends on the laws of each state, and it is possible that a particular state may treat Series I and Series II as a single entity for state tax purposes or may treat Series I or Series II as separate entities but classified differently than the IRS does for U.S. federal income tax purposes. The Series conduct the business of the Company jointly and although they have the ability and intention to contract in their own names, they expect to do so jointly and in coordination with one another. Each Series is overseen by the Board and managed by the Operating Manager.

We are sponsored by Apollo Asset Management, Inc. (together with its subsidiaries, “Apollo”) and benefit from Apollo’s asset sourcing, operations, and portfolio management capabilities pursuant to an operating agreement (the “Operating Agreement”) with Apollo Manager, LLC (the “Operating Manager”). The Operating Manager manages the Company on a day-to-day basis, together with our executive officers, and provides certain management, administrative and advisory services related to identifying, acquiring, owning, controlling and providing capital to Infrastructure Assets and to a lesser extent performs the same role with respect to the other investments described below. The Company, through the Operating Manager’s guidance, leverages Apollo’s extensive infrastructure investing strategy to identify potential Infrastructure Assets within its key business strategies, perform due diligence and acquire infrastructure assets.

Infrastructure Assets do and are expected to continue to make up a substantial portion of our assets. Additionally, we expect that the remainder of our assets will consist of cash and cash equivalents, U.S. Treasury securities, U.S. government agency securities, municipal securities, other sovereign debt, investment grade credit, and other investments including high yield credit, asset backed securities, mortgage backed securities, collateralized loan obligations, leveraged loans and/or debt of companies or assets

(collectively, the “Liquidity Portfolio”), in each case to facilitate capital deployment and provide a potential source of liquidity. These types of liquid assets may exceed AIC’s target investment allocations, if any, at any given time due to distributions from, or dispositions of, Infrastructure Assets or for other reasons as our Operating Manager determines.

We conduct a continuous private offering of our Shares on a monthly basis to (i) accredited investors (as defined in Regulation D under the Securities Act) and (ii) in the case of Shares sold outside the United States, to persons that are not “U.S. persons” (as defined in Regulation S under the Securities Act) in reliance on exemptions from the registration requirements of the Securities Act (the “Private Offering”). We currently offer six types of investor shares, each of which represents the applicable type of limited liability company interest in Series I and Series II, as applicable: S Shares, I Shares, F-S Shares, F-I Shares, A-I Shares and A-II Shares (collectively, with respect to shares available through Series I, the “Series I Investor Shares” and, with respect to shares available through Series II, the “Series II Investor Shares”, and, together, the “Investor Shares”). We may offer additional types of Investor Shares in the future. The share types have different upfront selling commissions and ongoing distribution and shareholder servicing fees.

We operate our operations in a matter such that we are not required to register as an investment company under the Investment Company Act.

Recent Developments

Infrastructure Assets Activity

For the three months ended March 31, 2025, the Company acquired interests in new Infrastructure Assets as follows:

A Subsidiary of the Company acquired a common equity position to fund the construction of a parking garage in Connecticut.

A Subsidiary of the Company acquired a common equity position in an entity that is solely formed to make a loan regarding pipeline expansion.

A Subsidiary of the Company acquired a preferred equity position in a gas gathering and processing system in Wyoming.

A Subsidiary of the Company acquired a common equity position in an operational wind project in Hawaii.

A Subsidiary of the Company acquired a common equity position in a gas-fired power plant in Mississippi.

A Subsidiary of the Company acquired a senior secured term loan in a renewable energy-focused company that primarily invest in distributed solar power generation assets across the United States.

A Subsidiary of the Company acquired a senior common equity position in a provider of liquid waste management and soil remediation services.

A subsidiary of the Company acquired an equity interest in a joint venture vehicle that will acquire a portfolio of community solar assets.

April Financial Update

As of April 1, 2025, the Company issued and sold the following unregistered shares of the Company to third party investors for cash ($ in thousands):


Type	Number of Shares Sold		Aggregate Consideration
Series I
A-II Shares		355,250	$	9,545
F-I Shares		79,617		2,121
I Shares		216,092		5,789
Series II
A-II Shares		2,896,236	$	78,298
F-I Shares		25,186		675
E Shares		2,846		78
I Shares		109,948		2,965

Results of Operations

We are dependent upon the proceeds from our continuous Private Offering in order to conduct our business. We intend to continue to acquire Infrastructure Assets with the capital received from our continuous Private Offering and any indebtedness that we may incur in connection with such activities.

Discussions of the results of operations for the three months ended March 31, 2025, are as follows:

Overview of Results of Operations

Capital Raise and Distribution Results

We raised aggregate subscription proceeds, inclusive of the distribution reinvestment plan, of $65,670, $90,010, and $155,680 for Series I, Series II and the Company, respectively. The subscription proceeds were used to acquire additional Infrastructure Assets and increase our Liquidity Portfolio.

Declared quarterly distribution of $2,384, $5,911, and $8,295 for Series I, Series II, and the Company, respectively.

Revenues

We generate revenues primarily from our long-term control and management of control-oriented Infrastructure Assets, Infrastructure Asset financings and to a lesser extent strategic investments in Infrastructure Assets, which may consist of dividend income, interest income, net realized gains or losses and net change in unrealized appreciation or depreciation of Infrastructure Assets.

Expenses

The below description of expenses applies with respect to each Series and is the same for each Series unless otherwise indicated, pursuant to the Operating Agreement.

Management Fee

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; provided, that this Management Fee will be reduced by any applicable Special Fees (as defined below); provided, however, that this Management Fee will not be reduced for any Other Fees. 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 Apollo Shares and as a result, it is an expense specific only to Shares held by investors 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.

Selling Commissions and Ongoing Distribution and Servicing Fees

Apollo Global Securities, LLC (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-I Shares, 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.

Apollo Shares will not incur any upfront selling costs or ongoing servicing costs.

Special Fees

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 (including, if applicable, the portion thereof described in “Part I, Item 1A. Risk Factors—Risks Related to our Company and an Investment in our Shares—Our business may be affected by offering Co-Investments or opportunities to provide debt financing to any person” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024), 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. As such, the portion of such Special Fees attributable to Apollo’s investment or to the investments of Shareholders that do not pay Management Fees will be retained by Apollo. In practice, the only fees that are generally expected to be paid and treated as Special Fees are mergers and acquisition transaction fees payable in connection with an acquisition and management consulting fees payable thereafter.

Performance Fee

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 Apollo 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.

Organizational and Offering Expenses

The Company incurred organizational and offering expenses in connection with the formation and organization of the Company and the Series, and the offering of shares to investors, including legal, accounting, printing, mailing and filing fees and expenses, taxes, due diligence expenses of participating broker-dealers supported by detailed and itemized invoices, costs in connection with preparing sales materials, design, website and electronic database expenses, fees and expenses of our escrow agent and transfer agent, fees to attend retail seminars sponsored by participating broker-dealers and reimbursements for customary travel, lodging and meals and other similar fees, costs and expenses but excluding upfront selling commissions, dealer manager fees and the combined annual distribution fees and shareholder servicing fees (collectively, the “Organizational and Offering Expenses”). The remaining amounts are deferred and reflected in the Consolidated Statements of Assets and Liabilities in the consolidated financial statements of the Company.

Organizational and Offering Expenses are paid by the Operating Manager, subject to potential recoupment as described in “Note 6. Related Party Considerations” to our financial statements in this Quarterly Report on Form 10-Q.

Operating Expenses

Each Series will pay or otherwise bear its proportionate portion of the payments, fees, costs, expenses and other liabilities (for the avoidance of doubt, including any applicable value added tax) or obligations resulting from, related to, associated with, arising from or incurred in connection with the Company’s operations (collectively, the “Operating Expenses”).

The Operating Manager and its affiliates will be entitled to reimbursement from each Series, in its proportionate share, for any Operating Expenses or Organizational and Offering Expenses paid or incurred by them on behalf of, or in relation to, such Series.

If any Operating Expenses are incurred for the account or for the benefit of each Series and one or more other Apollo Clients, the Operating Manager will allocate such Operating Expenses among such Series and each such other Apollo Client in proportion to the size of the investment made by each in the activity or entity to which such Operating Expenses relate, to the extent applicable, or in such other manner as the Operating Manager in good faith determines is fair and reasonable.

Company Expense Support and Conditional Reimbursement of the Operating Manager

On June 15, 2023, the Company entered into an Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) with the Operating Manager pursuant to which the Operating Manager may elect to pay certain of the Company’s expenses, including certain Organizational and Offering Expenses, on our behalf (each, an “Expense Support”).

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 Supports, but only if and to the extent that Specified Expenses plus any Reimbursement Payments 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 Supports 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” means 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).

Comparison of the Three Months Ended March 31, 2025 and 2024

Revenues

Series I recorded $5,990 of revenues for the three months ended March 31, 2025, consisting of $4,095 of interest income, $1 of realized gains and $1,894 of net change in unrealized appreciation. Series II recorded $15,231 of revenues for the three months ended March 31, 2025, consisting of $10,438 of interest income, $3 of realized gains and $4,790 of net change in unrealized appreciation. The Company recorded a total of $21,221 of revenues for the three months ended March 31, 2025, consisting of $14,533 of interest income, $4 of realized gains and $6,684 of net change in unrealized appreciation. Such revenues were generated from our Liquidity Portfolio and our Infrastructure Assets.

Series I recorded $1,807 of revenues for the three months ended March 31, 2024, consisting of $1,137 of interest income and $670 of net change in unrealized appreciation. Series II recorded $6,449 of revenues for the three months ended March 31, 2024, consisting of $4,110 of interest income and $2,339 of net change in unrealized appreciation. The Company recorded a total of $8,256 of revenues for the three months ended March 31, 2024, consisting of $5,247 of interest income and $3,009 of net change in unrealized appreciation. Such revenues were generated from our Liquidity Portfolio and our Infrastructure Assets.

Series I revenues increased by $4,183, consisting of an increase of $2,958 from interest income, $1 of realized gains and $1,224 of net change in unrealized appreciation. Series II revenues increased by $8,782, consisting of an increase of $6,328 from interest income, $3 of realized gains and $2,451 of net change in unrealized appreciation. The Company revenues increased by $12,965, consisting of an increase of $9,286 from interest income, $4 of realized gains and $3,675 of net change in unrealized appreciation. The increase was due to the acquisition of 19 Infrastructure Assets and increasing the Liquidity Portfolio subsequent to March 31, 2024 that are generating revenue.

Expenses

Management Fee

For the three months ended March 31, 2024, the Operating Manager earned gross Management Fees of $91, $331, and $422 from Series I, Series II and the Company, respectively, with a Special Fees offset of $37, $121 and $158, from Series I, Series II and the Company, respectively, resulting in net management fees of $54, $210 and $264 from Series I, Series II and the Company, respectively.

Gross Management Fees increased by $319, $656, and $975 for Series I, Series II and the Company, respectively, with an increase in the Special Fee offset of $112, $219, and $331 for Series I, Series II and the Company, respectively, resulting in net management fees increase of $207, $437, and $644 for Series I, Series II and the Company, respectively. The increase was due to an increase in the net asset value subsequent to March 31, 2024, which was primarily driven by capital raises and revenue generated from the Infrastructure Assets and Liquidity Portfolio.

Selling Commissions and Ongoing Distribution and Servicing Fees

For the three months ended March 31, 2025, neither Series paid the Dealer Manager for any annual distribution fees, shareholder servicing fees, upfront selling commission or dealer manager fees.

For the three months ended March 31, 2024, neither Series paid the Dealer Manager for any annual distribution fees, shareholder servicing fees, upfront selling commission or dealer manager fees.

Special Fees

For the three months ended March 31, 2025, $149, $340, and $489 of the total Special Fees allocable to the Company were used to offset Management Fees for Series I, Series II, and the Company, respectively. As of March 31, 2025, Series I, Series II, and the Company share of remaining special fees allocable for future management fee offset is $106, $296, and $402, respectively.

For the three months ended March 31, 2024, $37, $121, and $158 of the total Special Fees allocable to the Company were used to offset Management Fees for Series I, Series II and the Company, respectively. As of March 31, 2024, Series I, Series II and the Company share of remaining Special Fees allocable for future management fee offset was $244, $824, and $1,068, respectively.

Special Fees allocable to the Company used to offset Management Fees increased by $112, $219, and $331 for Series I, Series II, and the Company, respectively. Series I, Series II, and the Company share of the remaining Special Fees allocable for future management fee offset decreased by $138, $528, and $666, respectively.

Performance Fee

For the three months ended March 31, 2025, the Operating Manager earned Performance Fees of $289, $674, and $963 from Series I, Series II, and the Company, respectively.

For the three months ended March 31, 2024, the Operating Manager earned Performance Fees of $83, $287, and $370 from Series I, Series II and the Company, respectively.

Performance Fees earned by the Operating Manager increased by $206, $387 and $593 for Series I, Series II and the Company, respectively. The increase was due to an increase in the revenues from the Infrastructure Assets and Liquidity Portfolio.

Organizational and Offering Expenses

Series I, Series II, and the Company did not incur organizational expenses for the three months ended March 31, 2025 and 2024.

Offering expenses include registration fees and legal fees regarding the preparation of the Company’s registration statement on Form 10. Offering expenses are accounted for as deferred costs until operations begin. For the three months ended March 31, 2025, Series I, Series II, and the Company deferred offering expenses amortization were $36, $97, and $133, respectively. For the three months ended March 31, 2024, Series I, Series II, and the Company deferred offering expenses amortization were $25, $95, and $120, respectively. As of March 31, 2025, deferred offering expenses for Series I, Series II and the Company were $554, $1,380 and $1,934, respectively. As of December 31, 2024, Series I, Series II and the Company deferred offering expenses were $545, $1,522 and $2,067, respectively.

Deferred offering expenses amortization increased by $11, $2 and $13 for Series I, Series II and the Company, respectively.

Organizational and Offering Expenses are paid by the Operating Manager, subject to potential recoupment as described in “Note 5. Related Party Considerations to our financial statements in this Quarterly report on Form 10-Qs.”

Operating Expenses

Series I, Series II, and the Company incurred Operating Expenses of $647, $1,711, and $2,358, respectively, for the three months ended March 31, 2025. These expenses relate to general and administration expenses and directors’ fees.

Series I, Series II, and the Company incurred Operating Expenses of $426, $1,579, and $2,005, respectively, for the three months ended March 31, 2024. These expenses relate to general and administration expenses and director fees.

Operating expenses increased by $222, $132, and $354 for Series I, Series II and the Company, respectively. The increase was due to an increase in the net asset value and transaction activity.

Company Expense Support and Conditional Reimbursement of the Operating Manager

For the three months ended March 31, 2025, the Operating Manager elected to provide Expense Support of $117, $319, and $436 in connection with expenses incurred by Series I, Series II, and the Company, respectively.

For the three months ended March 31, 2024, the Operating Manager elected to provide an Expense Support of $312, $1,155, and $1,467 for expenses incurred by Series I, Series II, and the Company, respectively.

Expense Support decreased by $195, $836, and $1,031 for Series I, Series II and the Company, respectively. The decrease was due to an increase in the net asset value resulting in less Expense Support needed.

Income Taxes

For the three months ended March 31, 2025, Series I, Series II, and the Company had an income tax provision of $1,152, $2,417, and $3,569, respectively, comprising of U.S. federal and state taxes, which are based upon income, dividends, and gains earned.

For the three months ended March 31, 2024, Series I, Series II and the Company had an income tax provision of $320, $715, and $1,035, respectively, comprising of U.S. federal and state taxes, which are based upon income, dividends, and gains earned.

Income tax provision increase by $832, $1,702, and $2,534 for Series I, Series II and the Company, respectively. The increase was due to an increase in the revenue generated by the Infrastructure Assets and Liquidity Portfolio.

Net Asset Value

We calculate NAV per Share in accordance with valuation policies and procedures that have been approved by our Board. Our NAV per Share of each type of Share is the price at which we sell and repurchase our Shares. The following tables include the net asset value of outstanding Shares as of March 31, 2025. The following table provides a breakdown of the major components of our Net Asset Value as of March 31, 2025 and 2024 ($ in thousands, except shares):


Components of Net Asset Value	March 31, 2025			March 31, 2024
Investments and derivatives at fair value ⁽¹⁾	$	926,926		$	275,491
Cash and cash equivalents		189,459			97,585
Other assets		13,416			8,122
Distribution payable		(8,295	)		(1,890	)
Other liabilities		(24,030	)		(7,101	)
Accrued Performance Fee		(963	)		(370	)
Management fee payable		(4	)		—

Net Asset Value	$	1,096,509		$	371,837

Number of outstanding shares		40,652,783			14,535,090

(1)	With respect to March 31, 2025 and 2024, at a cost of $881,987 and $271,775, respectively.

The following table provides a breakdown of our total Net Asset Value and our NAV per Share by type as of March 31, 2025 ($ in thousands, except shares and per share data):


Type	Monthly Net Asset Value		Number of Outstanding Shares		Net Asset Value per share
Series I
A-II Shares	$	269,559		10,032,586	$	26.87
F-I Shares	$	34,747		1,304,300	$	26.64
V Shares	$	1		40	$	25.00
E shares	$	222		8,201	$	27.06
I Shares	$	9,071		338,637	$	26.79
S shares	$	3		110	$	26.77
Series II
A-II Shares	$	751,900		27,812,717	$	27.03
F-I Shares	$	29,254		1,091,521	$	26.80
V Shares	$	1		40	$	25.00
E shares	$	881		32,351	$	27.23
I Shares	$	867		32,170	$	26.97
S shares	$	3		110	$	26.96

Total		1,096,509		40,652,783

Valuation Methodologies and Significant Inputs

The following table provides quantitative measures used to determine the fair values of our Level III investments as of March 31, 2025 ($ in thousands):

March 31, 2025

Asset Type

Level III Fair Value

Valuation Technique

Unobservable Input

Input

Series I

Investments in Partnership Investment Vehicle

85,904

Discounted Cash Flow

Discount Rate

15.00% - 15.10%

Terminal Multiple

8.5x - 14.3x

Transaction Price

N/A

Investments in Loans⁽³⁾

90,697

Discounted Cash Flow

Discount Rate

7.00% - 10.19%

Transaction Price ⁽¹⁾

N/A

Investments in Warrants

1,169

Transaction Price

N/A

Total

177,770

Series II

Investments in Partnership Investment Vehicle

213,951

Discounted Cash Flow

Discount Rate

15.00% - 15.10%

Terminal Multiple

8.5x - 14.3x

Transaction Price

N/A

Investments in Loans⁽³⁾

225,886

Discounted Cash Flow

Discount Rate

7.00% - 10.19%

Transaction Price ⁽¹⁾

N/A

Investments in Warrants

2,911

Transaction Price

N/A

Total

442,748

Total

Investments in Partnership Investment Vehicle

299,855

Discounted Cash Flow

Discount Rate

15.00% - 15.10%

Terminal Multiple

8.5x - 14.3x

Transaction Price

N/A

Investments in Loans⁽³⁾

316,583

Discounted Cash Flow

Discount Rate

7.00% - 10.19%

Transaction Price ⁽¹⁾

N/A

Investments in Warrants

4,080

Transaction Price

N/A

Total

620,518

(1)

The Operating Manager is ultimately responsible for our NAV calculations.

Hedging Activities

The Company and/or its operating subsidiaries may employ hedging strategies (whether by means of derivatives or otherwise and whether in support of financing techniques or otherwise) that are designed to reduce the risks to the Company and/or such operating subsidiaries of fluctuations in interest rates, securities, commodities and other asset prices and currency exchange rates, as well as other identifiable risks. While the transactions implementing such hedging strategies are intended to reduce certain risks, such transactions themselves entail certain other risks, such as the risk that counterparties to such transactions default on their obligations and the risk that the prices and/or cash flows being hedged behave differently than expected. Thus, while the Company and/or its operating subsidiaries may benefit from the use of these hedging strategies, unanticipated changes in interest rates, securities, commodities and other asset prices or currency exchange rates or other events related to hedging activities may result in a poorer overall performance for the Company and/or its operating subsidiaries than if it or its operating subsidiaries had not implemented such hedging strategies.

With respect to any potential financings, general increases in interest rates over time may cause the interest expense associated with our borrowings to increase and the value of our debt acquisitions to decline. We may seek to stabilize our financing costs as well as any potential decline in our assets by entering into derivatives, swaps or other financial products in an attempt to hedge our interest rate risk. In the event we pursue any projects or acquisitions outside of the U.S., we may have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar. We may in the future enter into derivatives or other financial instruments in an attempt to hedge our foreign currency exchange risk. It is difficult to predict the impact hedging activities would have on our results of operations.

The Company enters into foreign currency forward contracts to hedge against foreign currency exchange rate risk on its non-U.S. dollar denominated securities or to facilitate settlement of foreign currency denominated Infrastructure Assets transactions. A foreign currency forward contract is an agreement between two parties to buy and sell a currency at a set price with delivery and settlement at a future date. The contract is marked-to-market monthly and the change in value is recorded by the Company as an unrealized gain or loss. When a foreign currency forward contract is closed, through either delivery or offset by entering into another foreign currency forward contract, the Company recognizes a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it was closed. Foreign currency forward contracts involve elements of market risk in excess of the amounts reflected on the Consolidated Statements of Assets and Liabilities. The Company’s primary risk related to hedging is the risk of an unfavorable change in the foreign exchange rate underlying the foreign currency forward contract. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.

As of March 31, 2025, total unrealized appreciation on foreign currency forward contracts of $95, $260, and $355 were recorded in the Consolidated Statements of Assets and Liabilities as an asset for Series I, Series II, and the Company, respectively. For the three months ended March 31, 2025, the change in net unrealized appreciation on foreign currency forward contracts was $95, $260 and $355, for Series I, Series II, and the Company, respectively. There were no foreign currency contracts held as of March 31, 2024.

Distributions

On March 31, 2025, the Company declared distributions on the following types of outstanding shares in the amounts per share set forth below. Distributions are paid in cash or reinvested in shares of the Company for shareholders participating in the Company’s distribution reinvestment plan:


Type	Three months ended March 31, 2025
Series I
A-II Shares	$	0.2040
F-I Shares		0.2040
E Shares		0.2040
S Shares		0.2040
I Shares		0.2040
Series II
A-II Shares	$	0.2040
F-I Shares		0.2040
E Shares		0.2040
S Shares		0.2040
I Shares		0.2040

Liquidity and Capital Resources

As of March 31, 2025, the Company had $189,459 in cash and cash equivalents, primarily the result from sales of our Shares.

We expect to generate cash primarily from (i) the net proceeds of our continuous Private Offering, (ii) cash flows from our operations, (iii) any financing arrangements we may enter into in the future and (iv) any future offerings of our equity or debt securities. We believe that cash provided by such means will be sufficient to satisfy our anticipated cash requirements for the next twelve months and foreseeable future.

Our primary use of cash is for (i) acquisition of Infrastructure Assets, financing of infrastructure developments and strategic investment in infrastructure-related investments, (ii) the cost of operations (including the Management Fee and Performance Fee), (iii) debt service of any borrowings, (iv) periodic repurchases, including under the Repurchase Plan (as described herein), and (v) cash distributions (if any) to the holders of our Shares to the extent declared by the Board.

Share Repurchases

For the three months ended March 31, 2025, the Company repurchased 25,696 Series I A-II Shares, 10,010 Series I F-I Shares, and 146,689 Series II A-II Shares of the Company’s equity securities for an aggregate purchase price of $4,897. We expect that the Company will continue to conduct quarterly Share repurchases (each, a “Share Repurchase”) for up to 5.0% of the aggregate NAV of our outstanding Investor Shares and E Shares of each Series (measured across both Series) at a price based on the NAV per Share as of the last business day of the quarter prior to the commencement of a Share Repurchase (the “Repurchase Plan”). The Company made Share Repurchases beginning in the second quarter of 2024. Due to tax considerations and other factors, the NAV between each Series will differ, and because of differential fees and other factors, NAV between Share type will differ, but all NAV calculations are expected to be based on the joint underlying economic interests of both Series in the Infrastructure Assets.

The company did not repurchase any Shares during the three months ended March 31,2024.

The Board may make exceptions to modify or suspend our Repurchase Plan if, in its reasonable judgment, it deems such action to be in our best interest and the best interest of our Shareholders. Material modifications, including any amendment to the 5.0% quarterly limitations on repurchases, to and suspensions of the Repurchase Plan will be promptly disclosed to Shareholders in a supplement to our private placement memorandum or special or periodic report filed by us on the SEC’s website at www.sec.gov. Material modifications will also be disclosed on our website.

Cash Flows

The following table summarizes the changes to our cash flows for the three months ended March 31, 2025 and 2024 ($ in thousands):


Cash flows from:	For the Three Months Ended March 31, 2025			For the Three Months Ended March 31, 2024
Operating activities	$	(276,250	)	$	(131,196	)
Financing activities		144,167			107,510

Net (decrease) in cash and cash equivalents	$	(132,083	)	$	(23,686	)

Cash used in operating activities

Our cash flow used in operating activities was $276,250 for the three months ended March 31, 2025, which primarily reflects the acquisition, sale and syndication of Infrastructure Assets. In addition, our net increase in net assets resulting from operations was $13,725 for the three months ended March 31, 2025, which reflects income from interest, realized gains and an increase in the value of our Infrastructure Assets and Liquidity Portfolio, partially offset by expenses and income taxes incurred.

Our cash flow used in operating activities was $131,196 for the three months ended March 31, 2024, which mostly relates to the acquisition of Infrastructure Assets. Our net increase in net assets resulting from operations was $5,929 for the three months ended March 31, 2024, which reflects income interest, realized gains and an increase in the value of our Infrastructure Assets and Liquidity Portfolio, partially offset by expenses and income taxes incurred.

Cash provided by financing activities

Our cash flow provided by financing activities was $144,167 for the three months ended March 31, 2025, which primarily reflects the gross proceeds from the sale of Shares pursuant to our Private Offering, repurchase of shares and distributions to investors.

Our cash flow provided by financing activities was $107,510 for the three months ended March 31, 2024, which reflects the gross proceeds from the sale of Shares pursuant to our Private Offering.

Critical Accounting Estimates

Below is a discussion of the accounting policies that management considers critical. We consider these policies critical because they involve significant judgments and assumptions and require estimates about matters that are inherently uncertain and because they are important for understanding and evaluating our reported financial results. Our accounting policies have been established to conform with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The preparation of the financial statements in accordance with U.S. GAAP requires management to use judgments in the application of such policies. These judgments will affect our reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of our results of operations to those of companies in similar businesses.

Valuation Guidelines

The Company’s Infrastructure Assets are valued at fair value in a manner consistent with U.S. GAAP, including Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure (“ASC Topic 820”), issued by the Financial Accounting Standards Board. ASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

about which companies, transactions or assets are comparable. A blend of approaches may be relied upon in arriving at an estimate of fair value, though there may be instances where it is more appropriate to utilize one approach. It is common to use only the income approach for Infrastructure Assets. We also consider a range of additional factors that we deem relevant, including a potential sale of the Infrastructure Assets, macro and local market conditions, industry information and the relevant Infrastructure Asset’s historical and projected financial data.

Infrastructure Assets are generally valued at the relevant transaction price initially; however, to the extent the Operating Manager does not believe an Infrastructure Asset’s transaction price reflects the current market value, the Operating Manager will adjust such valuation. When making fair value determinations for Infrastructure Assets, the Operating Manager will update the prior month-end valuations by incorporating the then current market comparables and discount rate inputs, any material changes to the financial performance of the Infrastructure Assets since the prior valuation date, as well as any cash flow activity related to the Infrastructure Assets during the month. The Operating Manager will value Infrastructure Assets using the valuation methodology it deems most appropriate and consistent with widely recognized valuation methodologies and market conditions.

At least annually, the Board, including our Independent Directors, will review the appropriateness of our valuation guidelines. From time to time, the Board, including our Independent Directors, may adopt changes to the valuation guidelines on occasions in which it has determined or in the future determines that such changes are likely to result in a more accurate reflection of estimated fair value.

Recent Accounting Pronouncements

See “Note 2. Summary of Significant Accounting Policies” to our financial statements in this Quarterly Report on Form 10-Q for a discussion concerning recent accounting pronouncements.

Off-Balance Sheet Arrangements

We currently have no off-balance sheet arrangements that are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Contractual Obligations

See “Note 7. Commitments and Contingencies” to our financial statements in this Quarterly Report on Form 10-Q for our contractual obligations and commitments with payments due subsequent to March 31, 2025.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our exposure to market risks primarily relates to movements in the fair value of Infrastructure Assets. The fair value of Infrastructure Assets may fluctuate in response to changes in the values of Infrastructure Assets and interest rates. The quantitative information provided in this section was prepared using estimates and assumptions that management believes are appropriate. The actual impact of a hypothetical adverse movement in these risks could be materially different from the amounts shown below. All dollar amounts in this “Item 3. Quantitative and Qualitative Disclosures about Market Risk” are in thousands, unless otherwise noted.

Changes in Fair Value

All of our Infrastructure Assets as of March 31, 2025, are reported at fair value. Net changes in the fair value of Infrastructure Assets impact the net increase or decrease in net assets resulting from operations in our Consolidated Statements of Operations. Based on Infrastructure Assets held as of March 31, 2025, we estimate that an immediate 10% increase or decrease in the fair value of Infrastructure Assets generally would result in a commensurate change in the amount of net increase or decrease in net assets resulting from operations, regardless of whether the Infrastructure Asset was valued using observable market prices or management estimates with significant unobservable pricing inputs.

Based on the fair value of Infrastructure Assets as of March 31, 2025, we estimate that an immediate, hypothetical 10% increase or decline in the fair value of Infrastructure Assets would result in an increase or decline, respectively, in net assets resulting from operations of $92,657, if not offset by other factors.

Exchange Rate Risk

We hold Infrastructure Assets denominated in currencies other than the U.S. dollar. Those Infrastructure Assets expose us to the risk that the value of the Infrastructure Assets will be affected by changes in exchange rates between the currency in which the Infrastructure Assets are denominated and the currency in which the Infrastructure Assets are made. Our policy is to reduce these risks by employing hedging techniques, including using foreign currency options and foreign exchange forward contracts to reduce exposure to future changes in exchange rates.

Our primary exposure to exchange rate risk relates to movements in the value of exchange rates between the U.S. dollar and other currencies in which our Infrastructure Assets are denominated, net of the impact of foreign exchange hedging strategies.

Interest Rate Risk

Changes in credit markets and in particular, interest rates, can impact investment valuations and may have offsetting results depending on the valuation methodology used. For example, we typically use a discounted cash flow analysis as one of the methodologies to ascertain the fair value of our Infrastructure Assets that do not have readily observable market prices. If applicable interest rates rise, then the assumed cost of capital for those Infrastructure Assets would be expected to increase under the discounted cash flow analysis, and this effect would negatively impact their valuations if not offset by other factors. Conversely, a fall in interest rates can positively impact valuations of certain Infrastructure Assets if not offset by other factors. These impacts could be substantial depending upon the magnitude of the change in interest rates. In certain cases, the valuations obtained from the discounted cash flow analysis and the other primary methodology we use, the market multiples approach, may yield different and offsetting results. For example, the positive impact of falling interest rates on discounted cash flow valuations may offset the negative impact of the market multiples valuation approach and may result in less of a decline in value than for those Infrastructure Assets that had a readily observable market price. Finally, low interest rates related to monetary stimulus and economic stagnation may also negatively impact expected returns on all investments, as the demand for relatively higher return assets increases and supply decreases.

Additionally, with respect to our business operations, general increases in interest rates over time may cause the interest expense associated with our borrowings to increase, and the value of our debt acquisitions to decline. Conversely, general decreases in interest rates over time may cause the interest expense associated with our borrowings to decrease, and the value of our debt acquisitions to increase. As of March 31, 2025, we had no indebtedness.

Credit Risk

We are party to agreements providing for various financial services and transactions that contain an element of risk in the event that the counterparties are unable to meet the terms of such agreements. In these agreements, we depend on these counterparties to make payment or otherwise perform. We generally endeavor to reduce our risk of exposure by limiting the counterparties with which we enter into financial transactions to reputable financial institutions. In addition, availability of financing from financial institutions may be uncertain due to market events, and we may not be able to access these financing markets.

See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Hedging Activities” in our Annual Report on Form 10-K for a discussion of the Company’s hedging transactions.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company and the Series maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-5(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, and summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q was made under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (a) are effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is timely recorded, processed, summarized and reported within the time periods specified by SEC rules and forms and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Part II. Other Information

Item 1. Legal Proceedings

From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of March 31, 2025, we were not involved in any material legal proceedings.

Item 1A. Risk Factors

For information regarding the risk factors that could affect the Company’s business, operating results, financial condition and liquidity, see the information under “

Part I, Item 1A. Risk Factors

” in our Annual Report on Form

10-K

for the fiscal year ended December 31, 2024. There have been no material changes to the risk factors previously disclosed in such filing.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended March 31, 2025, the Company repurchased Shares in the following amounts:


Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
January 1, 2025 to January 31, 2025		—	$	—		—		—
February 1, 2025 to February 28, 2025 (1)(2)		182,395	$	26.84		182,395		—
March 1, 2025 to March 31, 2025		—	$	—		—		—

Total		182,395	$	26.84	$	182,395		—

(1)

The Company offers a share repurchase plan pursuant to which, on a quarterly basis, Shareholders may request that we repurchase all or any portion of their Shares. The Company may repurchase fewer Shares than have been requested in any particular quarter to be repurchased under our share repurchase plan, or none at all, in our discretion at any time. In addition, the aggregate NAV of total repurchases of Investor Shares and E Shares of each Series (measured across both Series) under our share repurchase plan will be limited to no more than 5% of our aggregate NAV of our outstanding Investor Shares and E Shares of each Series (measured across both Series) at a price based on the NAV per Share as of the last business day of the quarter prior to the commencement of the share repurchase plan.

(2)

The Shares listed above were repurchased on February 1

, 2025. See “Part II, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations–Share Repurchases” in this Quarterly Report on Form

10-Q

for a discussion of the Company’s share repurchases for applicable share classes during the quarter ended March 31, 2025.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.


Exhibit Number		Description

3.1		Certificate of Formation (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10 filed with the SEC on June 15, 2023)

3.2		Third Amended and Restated Limited Liability Company Agreement (incorporated by reference to Exhibit 3.1 to the Registrant’s current report on Form 8-K filed with the SEC on November 7, 2023)

3.3		Series Agreement of Apollo Infrastructure Company LLC – Series I (incorporated by reference to Exhibit 3.4 to the Registrant’s Form 10 filed with the SEC on June 15, 2023)

3.4		Series Agreement of Apollo Infrastructure Company LLC – Series II (incorporated by reference to Exhibit 3.5 to the Registrant’s Form 10 filed with the SEC on June 15, 2023)

4.1		Form of Subscription Agreement (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 10/A filed with the SEC on December 19, 2023)

4.2		Distribution Reinvestment Plan (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 10/A filed with the SEC on December 19, 2023)

4.3		Share Repurchase Plan (incorporated by reference to Exhibit 4.3 to the Registrant’s Form 10/A filed with the SEC on December 19, 2023)

31.1		Certification of Principal Executive Officer, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


	Page
Special Note Regarding Forward-Looking Statements		1

Part I. Financial Information		3

Item 1. Financial Statements		3
Consolidated Statements of Assets and Liabilities as of March 31, 2025 (Unaudited) and as of December 31, 2024		3
Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024 (Unaudited)		4
Consolidated Statements of Changes in Net Assets for the three months ended March 31, 2025 and 2024 (Unaudited)		5
Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (Unaudited)		6
Condensed Consolidated Schedules of Investments as of March 31, 2025 (Unaudited)		7
Condensed Consolidated Schedules of Investments as of December 31, 2024		9
Notes to Consolidated Financial Statements (Unaudited)		11
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		31
Item 3. Quantitative and Qualitative Disclosures about Market Risk		41
Item 4. Controls and Procedures		42

Part II. Other Information		44

Item 1. Legal Proceedings		44
Item 1A. Risk Factors		44
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		44
Item 3. Defaults Upon Senior Securities		44
Item 4. Mine Safety Disclosures		44
Item 5. Other Information		44
Item 6. Exhibits		45
Signatures		46


	For the three months ended March 31, 2025 (Unaudited)						For the three months ended March 31, 2024 (unaudited)
	Series I		Series II		Total		Series I			Series II			Total
Investment income
Interest income	$	4,095	$	10,438	$	14,533	$	1,137		$	4,110		$	5,247

Total investment income	$	4,095	$	10,438	$	14,533	$	1,137		$	4,110		$	5,247

Expenses
General and administration expenses	$	606	$	1,600	$	2,206		410			1,517		$	1,927
Directors fees		42		111		153		16			62			78
Deferred offering expenses amortization		36		97		133		25			95			120
Management fees, net		261		647		908		54			210			264
Performance fees		289		674		963		83			287			370

Total expenses	$	1,234	$	3,129	$	4,363	$	588		$	2,171		$	2,759

Less: Expense support from Operating Manager		(117)		(319)		(436)		(312	)		(1,155	)		(1,467	)

Net expenses	$	1,117	$	2,810	$	3,927	$	276		$	1,016		$	1,292

Net investment income before taxes	$	2,978	$	7,628	$	10,606	$	861		$	3,094		$	3,955

Provision for (benefit from) income taxes		1,152		2,417		3,569		320			715			1,035

Net investment income	$	1,826	$	5,211	$	7,037	$	541		$	2,379		$	2,920

Net realized and unrealized gain/(loss)
Net realized gain/(loss) from investments	$	1	$	3	$	4	$	—		$	—		$	—
Net change in unrealized appreciation/(depreciation) from investments		1,799		4,530		6,329		670			2,339			3,009
Net change in unrealized appreciation/(depreciation) from derivatives		95		260		355		—			—			—

Net realized and unrealized gain/(loss)	$	1,895	$	4,793	$	6,688	$	670		$	2,339		$	3,009

Net increase (decrease) in net assets resulting from operations	$	3,721	$	10,004	$	13,725	$	1,211		$	4,718		$	5,929


Total Investments in Warrants (Cost of $1,009)				$	1,009	$	2,911	0.4	%

Total Investments Series II (Cost of $628,156)				$	628,156	$	661,122	84.5	%

Derivative Assets:
Foreign Currency Contracts	United States	USD/CAD Forward				$	260	0.0	%

Total Derivatives Assets (Cost of $00)				$	—	$	260	0.0	%

Total Investments and Derivative Assets - Series II (Cost of $628,156)				$	628,156	$	661,382	84.5	%

Total
Investments in Partnership Investment Vehicle: (2)
AIC 3-Z Subsidiary, LLC (3)	United States	Various				$	119,122	10.9	%
Other Infrastructure Assets	United States	Power & Utilities					103,789	9.5	%
Novus Holdings Parent, L.P.	United States	Transportation					103,699	9.5	%
CN Jackalope Holdings, LLC (4)	United States	Power & Utilities					100,246	9.1	%
AP Tosca Holdings, L.P. (5)	United States	Power & Utilities					68,467	6.2	%
Other Infrastructure Assets	Canada	Transportation					49,525	4.5	%
Other Infrastructure Assets	United States	Transportation					46,046	4.2	%

Total Investments in Partnership Investment Vehicle (Cost of $560,754)				$	560,754	$	590,894	53.9	%

Investments in Loans:
Other Infrastructure Assets	United States	Power & Utilities					136,196	12.4	%
Yondr Capital LP- 15.75%-17.75% 06/27/29	Various	Digital	90,608,974			$	99,683	9.1	%
Other Infrastructure Assets	United States	Digital					93,792	8.6	%
Other Infrastructure Assets	Various	Digital					1,926	0.2	%

Total Investments in Loans (Cost of $319,709)				$	319,709	$	331,597	30.3	%

Investments in Warrants:
Yondr Capital LP	Various	Digital				$	4,080	0.4	%

Total Investments in Warrants (Cost of $1,524)				$	1,524	$	4,080	0.4	%

Total Investments (Cost of $881,987)				$	881,987	$	926,571	84.6	%

Derivative Assets:
Foreign Currency Contracts	United States	USD/CAD Forward				$	355	0.0	%

Total Derivatives Assets (Cost of $00)				$	—	$	355	0.0	%

Total Investments and Derivative Assets (Cost of $881,987)				$	881,987	$	926,926	84.6	%