Apollo Origination II (UL) Capital Trust

12/23/2025 | Press release | Distributed by Public on 12/23/2025 15:32

Private Placement (Form 8-K)

Item 3.02.

Unregistered Sale of Equity Securities

On December 19, 2025, Apollo Origination II (UL) Capital Trust (the "Company") issued unregistered common shares of beneficial interest in the Company, par value $0.001 (the "Shares"), to certain investors pursuant to capital drawdown notices issued by the Company and sent to each of such investors. The offer and sale of the Shares was exempt from the registration provisions of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the Securities Act, Regulation D thereunder, and/or Regulation S thereunder. The following table details the amount of Shares sold and consideration therefor:

Date of Unregistered Sale

Amount of Shares Consideration

December 19, 2025

3,143,491.1243 $ 85,000,000
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