Apollo Origination II (Ul) Capital Trust - 8-K

Item 3.02. Unregistered Sale of Equity Securities

On March 20, 2026, 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

March 20, 2026

580,046.4037

$

15,000,000