Form S-11/A Apollo Realty Income

As filed with the Securities and Exchange Commission on June 24, 2025.

Registration No. 333-286625

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PRE-EFFECTIVE

AMENDMENT NO. 2

TO

Form S-11

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933

OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES

APOLLO REALTY INCOME SOLUTIONS, INC.

(Exact Name of Registrant as Specified in Governing Instruments)

c/o Apollo Global Management, Inc.

9 West 57^th Street, 42nd Floor

New York, New York 10019

(212) 515-3200

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

ARIS Management, LLC

9 West 57^th Street, 42nd Floor

New York, New York 10019

(212) 515-3200

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ☐

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 7(a)(2)(B) of the Securities Act. ☒

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

Apollo Realty Income Solutions, Inc. is filing this Pre-Effective Amendment No. 2 (this “Amendment”) to its Registration Statement on Form S-11 (Registration Statement No. 333-286625) (the “Registration Statement”) as an exhibit-only filing to add two exhibits not previously filed with respect to the Registration Statement. Accordingly, this Amendment consists only of the facing page, this explanatory note, Part II of the Registration Statement, the exhibit index, the signature page to the Registration Statement and the two exhibits, filed herewith as Exhibits 5.1 and 8.1. The preliminary prospectus has been omitted.

PART II

Information Not Required in the Prospectus

Item 31. Other Expenses of Issuance and Distribution.

The following table itemizes the expenses incurred by the registrant in connection with the issuance and registration of the securities being registered hereunder. All amounts shown are estimates except the SEC registration fee and the FINRA filing fee.

Item 32. Sales to Special Parties.

None.

Item 33. Recent Sales of Unregistered Securities.

The offer and sale of 10,000 Class I shares to Apollo ARIS Holdings LLC on February 18, 2022, which were then exchanged for 10,000 Class F-I shares on November 11, 2022, for the aggregate consideration of $200,000, is claimed to be exempt from the registration provisions of the Securities Act of 1933, by virtue of Section 4(a)(2) thereof.

On December 22, 2022, we issued 5,000,000 Class A-I units in a private placement to an affiliate of Apollo for an aggregate purchase price of $100 million. The sale is claimed to be exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2) thereof.

As of June 1, 2025, we sold 67,052 Class E shares to certain of Apollo’s affiliates, employees and our directors pursuant to a private placement for an aggregate purchase price of $1.4 million. As of June 1, 2025, we issued 368 Class E shares in lieu of cash for the dividends paid. These issuances are claimed to be exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2) and Regulation D thereof.

During the year ended December 31, 2024, all unitholders of the Operating Partnership elected to reinvest their dividends. In connection with such dividend reinvestment, we issued 264,063 and 5,946 Class A-I units and Class E units, respectively, to the unitholders of the Operating Partnership in lieu of cash for the dividends paid during the year ended December 31, 2024. These issuances are claimed to be exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2) thereof.

The Adviser is entitled to an annual management fee payable monthly in cash, shares of common stock, or Operating Partnership units, in each case at the Adviser’s election. The offer and sale of such shares to the

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Adviser is claimed to be exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2) thereof. The table below shows the total issuances of Class E shares and Class E units to the Adviser since January 2023:

During the three months ended March 31, 2025, we issued 20,744 Class E units to the Special Limited Partner in satisfaction of the performance participation allocation for the year ended December 31, 2024. During the three months ended March 31, 2025, we issued 144 Class E shares in lieu of cash for the dividends paid for a total value of approximately $3 thousand. At the election of the Special Limited Partner, each Class E unit is exchangeable for cash or a Class E share (on a one-for-one basis) and is claimed to be exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2) thereof.

During the year ended December 31, 2024, we issued 26,977 Class E units to the Special Limited Partner in satisfaction of the performance participation allocation for the year ended December 31, 2023. For the year ended December 31, 2024, the Special Limited Partner realized $0.4 million related to the performance participation allocation, which was issued in Class E units subsequent to year end. At the election of the Special Limited Partner, each Class E unit is exchangeable for cash or a Class E share (on a one-for-one basis) and is claimed to be exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2) thereof.

Issuances of restricted stock awards for 1,237 Class E shares, 1,191 Class E shares and 1,170 Class E shares to each of our independent directors effective April 5, 2023, April 5, 2024 and April 1, 2025, respectively, are

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claimed to be exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2) thereof. Each issuance of restricted stock awards to each of our four independent directors for April 5, 2023 amounted to $25,000 to each director. Each issuance of restricted stock awards to each of our four independent directors for April 5, 2024 amounted to $25,000 to each director. Each issuance of restricted stock awards to each of our four independent directors for April 1, 2025 amounted to $25,000 to each director.

Item 34. Indemnification of Directors, Officers and Others.

Our organizational documents generally limit the personal liability of our stockholders, directors and officers for monetary damages and require us to indemnify and advance expenses to our directors, officers and the Adviser and its affiliates subject to the limitations of the NASAA REIT Guidelines and Maryland law. Maryland law permits a corporation to include in its charter a provision limiting the liability of directors and officers to the corporation and its stockholders for money damages, except for liability resulting from actual receipt of an improper benefit or profit in money, property or services or active and deliberate dishonesty established by a final judgment and which is material to the cause of action. The Maryland General Corporation Law (the “MGCL”) requires a corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made a party by reason of his or her service in that capacity. The MGCL allows directors and officers to be indemnified against judgments, penalties, fines, settlements and reasonable expenses actually incurred in connection with a proceeding unless the following can be established:

A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received. However, indemnification for an adverse judgment in a suit by the corporation or in its right, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses. The MGCL permits a corporation to advance reasonable expenses to a director or officer upon receipt of a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification and a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed if it is ultimately determined that the standard of conduct was not met.

In addition to the above limitations of the MGCL, our charter provides that our directors, the Adviser and its or our affiliates may be indemnified for losses or liability suffered by them or held harmless for losses or liability suffered by us only if all of the following conditions are met:

In addition, any indemnification or any agreement to hold harmless is recoverable only out of our net assets and not from our stockholders.

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Our charter also provides that we may not provide indemnification to a director, the Adviser, any of the Adviser’s affiliates, any of our affiliates, or any person acting as a broker-dealer for any loss, liability or expense arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met:

Finally, our charter provides that we may pay or reimburse reasonable legal expenses and other costs incurred by our directors, the Adviser and its or our affiliates in advance of final disposition of a proceeding only if all of the following are satisfied:

We have entered into indemnification agreements with each of our directors and executive officers. Pursuant to the terms of these indemnification agreements, we must indemnify and advance expenses and costs incurred by our directors and executive officers in connection with any claims, suits or proceedings brought against such directors and executive officers as a result of their service. However, our indemnification obligation is subject to the limitations set forth in the indemnification agreements and in our charter. We also maintain a directors and officers insurance policy.

The general effect to investors of any arrangement under which any of our controlling persons, directors or officers are insured or indemnified against liability is a potential reduction in distributions resulting from our payment of premiums, deductibles and other costs associated with such insurance or, to the extent any such loss is not covered by insurance, our payment of indemnified losses. In addition, indemnification could reduce the legal remedies available to us and our stockholders against the indemnified individuals; however, this provision does not reduce the exposure of our directors and officers to liability under federal or state securities laws, nor does it limit our stockholder’s ability to obtain injunctive relief or other equitable remedies for a violation of a director’s or an officer’s duties to us or our stockholders, although the equitable remedies may not be an effective remedy in some circumstances.

Item 35. Treatment of Proceeds from Shares Being Registered.

Not applicable.

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Item 36. Financial Statements and Exhibits.

1. Financial Statements.

The following financial statements are incorporated into this registration statement by reference:

2. Exhibits.

See the Exhibit Index on the page immediately preceding the signatures for a list of exhibits filed as part of this registration statement on Form S-11, which Exhibit Index is incorporated herein by reference.

Item 37. Undertakings.

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Exhibit Index

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 24, 2025.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Form S-11 Registration Statement has been signed by the following persons in the following capacities on June 24, 2025.

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