10-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2025

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

For the transition period from_____ to_____

Commission File Number: 814-01710

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

(Exact name of Registrant as specified in its charter)


Delaware	93-4353274
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
9 West 57th Street New York, New York	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:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
None	None	None

Securities registered pursuant to Section 12(g) of the Act: Common shares of beneficial interest, par value $0.001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

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 x No ¨

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or 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.


Large accelerated filer	¨	Accelerated filer	¨	Non-accelerated filer	x	Smaller reporting company	¨	Emerging growth company	x

(Do not check if a smaller reporting company)

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of March 11, 2026, there was no established public market for the Registrant’s common shares of beneficial interest, $0.001 par value, (“Common Shares”).

The number of shares of the Registrant’s Common Shares outstanding as of March 11, 2026, was 17,106,194.

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MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

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		Page
PART I
Item 1.	Business	4
Item 1A.	Risk Factors	22
Item 1B.	Unresolved Staff Comments	47
Item 1C.	Cybersecurity	48
Item 2.	Properties	49
Item 3.	Legal Proceedings	49
Item 4.	Mine Safety Disclosures	49
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	50
Item 6.	Reserved	51
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	52
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	58
Item 8.	Consolidated Financial Statements and Supplementary Data	60
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	135
Item 9A.	Controls and Procedures	135
Item 9B.	Other Information	135
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspection	135
PART III
Item 10.	Trustees, Executive Officers and Corporate Governance	136
Item 11.	Executive Compensation	141
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	143
Item 13.	Certain Relationships and Related Transactions, and Trustee Independence	144
Item 14.	Principal Accounting Fees and Services	144
PART IV
Item 15.	Exhibits, Financial Statement Schedules	146
Item 16.	Signatures	147

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Risk Factor Summary

The following is only a summary of the principal risks that may materially adversely affect our business, financial condition, results of operations and cash flows. The following should be read in conjunction with the more complete discussion of the risk factors we face, which are set forth in the section titled “Item 1A. Risk Factors” in this report.

Risks Related to the Current Environment

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Capital markets may experience periods of disruption and instability. Such market conditions may materially and adversely affect the debt and equity capital markets in the United States and abroad, which may have a negative impact on our business and operations.

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Cybersecurity risks and cyber incidents may adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information, a misappropriation of funds, and/or damage to our business relationships, all of which could negatively impact our financial results.

•

We are exposed to risks associated with changes in interest rates.

•

Inflation may adversely affect our business.

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The ongoing armed conflicts as a result of the Russian invasion of Ukraine and the conflict in the Middle East may have a material adverse impact on us and our portfolio companies.

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The current state of the economy and volatility in the global financial markets could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Our Business and Structure

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We are a relatively new company and have a limited operating history.

•

Our Board of Trustees (“Board”) may in certain circumstances change our operating policies and strategies or amend our Declaration of Trust without prior notice or shareholder approval.

•

We may face increasing competition for investment opportunities, have difficulty sourcing investment opportunities and experience fluctuations in our quarterly results.

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As required by the 1940 Act, a significant portion of our investment portfolio is and will be recorded at fair value as determined in good faith and, as a result, there is and will be uncertainty as to the value of our portfolio investments.

•

Although we expect to effectuate a share repurchase program, we have discretion to not repurchase your shares or to suspend the program.

•

General economic conditions could adversely affect the performance of our investments.

Risks Related to Our Investments

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Our investments in portfolio companies are risky, and we could lose all or part of our investment.

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Economic recessions or downturns could impair our portfolio companies and harm our operating results.

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Our portfolio companies may be highly leveraged and a covenant breach by our portfolio companies may harm our operating results.

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There may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to, among other things, lender liability or fraudulent conveyance claims.

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Our portfolio contains a limited number of portfolio companies, which subjects us to a greater risk of significant loss if any of these companies defaults on its obligations under any of its debt securities.

•

An investment strategy focused primarily on privately-held companies presents certain challenges, including the lack of available information about these companies, a dependence on the talents and efforts of only a few key portfolio company personnel and a greater vulnerability to economic downturns.

Risks Related to the Adviser and Its Affiliates; Conflicts of Interest

•

Apollo Credit Management, LLC (the “Adviser”) and its affiliates, including our officers and some of our Trustees, face conflicts of interest caused by compensation arrangements with us and our affiliates, which could result in actions that are not in the best interests of our shareholders.

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We may be obligated to pay the Adviser incentive compensation even if we incur a net loss due to a decline in the value of our portfolio.

•

The Adviser relies on key personnel, the loss of any of whom could impair its ability to successfully manage us.

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Risks Related to Business Development Companies

•

The requirement that we invest a sufficient portion of our assets in Qualifying Assets could preclude us from investing in accordance with our current business strategy; conversely, the failure to invest a sufficient portion of our assets in Qualifying Assets could result in our failure to maintain our status as a business development company (“BDC”).

•

Regulations governing our operation as a BDC and regulated investment company (“RIC”) will affect our ability to raise, and the way in which we raise, additional capital or borrow for investment purposes.

Risks Related to Debt Financing

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When we borrow money, the potential for loss on amounts invested in us will be magnified and may increase the risk of investing in us.

•

Provisions in a credit facility may limit our investment discretion

Federal Income Tax Risks

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We will be subject to corporate-level income tax if we are unable to maintain RIC tax treatment under Subchapter M of the Internal Revenue Code of 1986, as amended (together with the rules and regulations promulgated thereunder, the “Code”) or satisfy RIC distribution requirements.

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Our portfolio investments may present special tax issues.

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Legislative or regulatory tax changes could adversely affect investors.

Risks Related to an Investment in the Shares

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Investing in our shares involves a high degree of risk and is highly speculative.

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The net asset value ( “NAV”) of our shares may fluctuate significantly.

•

Shareholders may experience dilution.

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PART I

Item 1. Business

MidCap Apollo Institutional Private Lending (the “Company,” “we,” “us,” or “our”), a Delaware statutory trust formed on November 6, 2023, is a closed-end, externally managed, non-diversified management investment company that elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”) on March 15, 2024 (the “Conversion Date”). Prior to the Company's election to be regulated as a BDC, the Company was operated as a private fund in reliance on an exception from the definition of “investment company” under Section 3(c)(7) of the 1940 Act. The Company has elected to be treated for federal income tax purposes, and intends to qualify thereafter, as a regulated investment company (“RIC”) beginning on the Conversion Date as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”) (see Note 2). Prior to the Conversion Date, the Company was taxed as a partnership for U.S. federal income tax purposes.

On March 17, 2025, the Company changed its name from “Middle Market Apollo Institutional Private Lending” to “MidCap Apollo Institutional Private Lending.”

This Annual Report on Form 10-K covers the twelve-month period from January 1, 2025 to December 31, 2025, the twelve-month period from January 1, 2024 to December 31, 2024, and the period from December 15, 2023 to December 31, 2023 (the “Period Ended December 31, 2023”) (together, the “Annual Report”). Unless otherwise noted, all references to “fiscal year” in this Annual Report refers to the twelve-month fiscal year ended on December 31.

Our investment objective is to generate current income and, to a lesser extent, long-term capital appreciation. The Company invests primarily in private credit opportunities in directly originated assets, including loans and other debt securities, made to or issued by private U.S. borrowers. While most of our investments will be in private U.S. companies (subject to compliance with BDC regulatory requirement to invest at least 70% of its assets in private U.S. companies), we also expect to invest from time to time in European and other non-U.S. companies. Our portfolio may also include equity interests such as common stock, preferred stock, warrants or options, which generally would be obtained as part of providing a broader financing solution. Under normal circumstances, we will invest directly or indirectly at least 80% of our total assets (i.e., net assets plus borrowings for investment purposes) in debt instruments of varying maturities issued by middle market companies (as defined below). Our 80% policy with respect to investments is not fundamental and may be changed by our Board of Trustees (the “Board”) without shareholder approval. Shareholders will be provided with sixty (60) days’ notice in the manner prescribed by the U.S. Securities and Exchange Commission (“SEC”) before we make any changes to this policy. Subject to the limitations of the 1940 Act, we may invest in loans or other securities, the proceeds of which may refinance or otherwise repay debt or securities of companies whose debt is owned by other funds of Apollo Global Management, Inc. and its consolidated subsidiaries (“Apollo” or “AGM”). From time to time, we may co-invest with other Apollo funds.

For at least 80% of our portfolio, we intend to target loans to middle market companies, which we generally define as companies with less than $75 million in earnings before interest, taxes, depreciation and amortization (“EBITDA”), as may be adjusted for market disruptions, mergers and acquisitions-related charges and cost and/or revenue synergies (i.e., the reduction in operating costs or increase in revenue that results from a merger or acquisition), and other items such as asset impairments and restructuring. We expect the remaining 20% of our portfolio will consist of other private credit investments, primarily to corporate borrowers, including larger private U.S. and European borrowers, which with respect to U.S. borrowers we define as companies that generally generate on an annual basis at least $75 million in EBITDA, as may be adjusted for market disruptions, mergers and acquisitions-related charges and cost and/or revenue synergies, and other items such as asset impairments and restructuring, as well as other structured financing solutions such as syndicated loans and collateralized debt obligations. However, we do not expect to invest a substantial portion of our portfolio in structured financing solutions. To a lesser extent and generally in connection with our main investment strategy, we may invest in other types of securities as well, including second lien senior secured, unsecured, subordinated, and mezzanine loans, preferred stock, equities and warrants in both private and public middle market companies.

The loans in which we invest will generally pay floating interest rates based on a variable base rate. The senior secured loans, unitranche loans and senior secured bonds in which we will invest generally have stated terms of five to eight years, and the mezzanine, unsecured or subordinated debt investments that we may make will generally have stated terms of up to ten years, but the expected average life of such securities is generally between three and five years. However, there is no limit on the maturity or duration of any security we may hold in our portfolio. Loans and securities purchased in the secondary market will generally have shorter remaining terms to maturity than newly issued investments. We expect most of our debt investments will be unrated. Our debt investments may also be rated by a nationally recognized statistical rating organization, and, in such case, generally will carry a rating below investment grade (rated lower than “Baa3” by Moody’s Investors Service, Inc. or lower than “BBB-” by Standard & Poor’s Ratings Services). We expect that our unrated debt investments will generally have credit quality consistent with below investment grade securities. These securities, which are often referred to as “junk” or “high yield,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be difficult to value and are illiquid.

We intend to qualify as a “limited derivatives user” under Rule 18f-4 under the 1940 Act, which will require the Company to limit its derivatives exposure to 10% of its net assets at any time, excluding certain currency and interest rate hedging transactions. We may, but are not required to, enter into interest rate, foreign exchange or other derivative agreements to hedge interest rate, currency, credit or other risks, but we do not generally intend to enter into any such derivative agreements for speculative purposes. Any derivative agreements entered into for speculative purposes are not expected to be material to our business or results of operations. These hedging activities, which will be in compliance with applicable legal and regulatory requirements, may include the use of futures, options and forward contracts. We will bear the costs incurred in connection with entering into, administering and settling any such derivative contracts. There can be no assurance that any hedging strategy we employ will be successful.

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We use and continue to expect to use leverage as market conditions permit and at the discretion of the Adviser, but in no event will leverage employed exceed the limitations set forth in the 1940 Act, which currently allows us to borrow up to a 2:1 debt to equity ratio. We use and continue to expect to use leverage in the form of borrowings, including loans from certain financial institutions and the issuance of debt securities. We may also use leverage in the form of the issuance of preferred shares, but do not currently intend to do so. In determining whether to borrow money, we will analyze the maturity, covenant package and rate structure of the proposed borrowings as well as the risks of such borrowings compared to our investment outlook. Any such leverage, if incurred, would be expected to increase the total capital available for investment by the Company.

Our investment strategy is expected to capitalize on Apollo’s scale and reputation in the market as an attractive financing partner to acquire our target investments at attractive pricing. We also expect to benefit from Apollo’s reputation and ability to transact in scale with speed and certainty and its long-standing and extensive relationships with private equity firms that require financing for their transactions.

We conduct private offerings of our common shares of beneficial interest (“Common Shares”) to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).

The Adviser and the Administrator

The Company’s investment activities are managed by Apollo Credit Management, LLC (the “Adviser”), an investment adviser registered with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Pursuant to the advisory agreement between us and the Adviser (the “Advisory Agreement”), the Adviser is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring our investments and monitoring our investments and portfolio companies on an ongoing basis.

Apollo Credit Management, LLC, as our Administrator (the “Administrator”), pursuant to the administration agreement between us and the Administrator (the “Administration Agreement”), provides, or oversees the performance of, administrative and compliance services, including, but not limited to, maintaining financial records, overseeing the calculation of NAV, compliance monitoring (including diligence and oversight of our other service providers), preparing reports to shareholders and reports filed with the SEC, preparing materials and coordinating meetings of our Board, managing the payment of expenses and the performance of administrative and professional services rendered by others and providing office space, equipment and office services.

The Adviser is an affiliate of Apollo and is led by substantially the same investment personnel as Apollo. As such, our Adviser has access to the broader resources of Apollo, subject to Apollo’s policies and procedures regarding the management of conflicts of interest.

Founded in 1990, Apollo is a high-growth, global alternative asset manager and retirement services provider. Its asset management businesses focuses on three investing strategies: credit, equity and real assets. Through its asset management business, Apollo raises, invests and manages funds, accounts and other vehicles, on behalf of some of the world’s most prominent pension, endowment and sovereign wealth funds and insurance companies, as well as other institutional and individual investors. Apollo’s retirement services business is conduct by Athene, a leading financial services company that specializes in issuing, reinsuring and acquiring retirement savings products for the increasing number of individuals and institutions seeking to fund retirement needs. As of December 31, 2025, Apollo had total assets under management (“AUM”) of $938 billion and a team of approximately 6,140 employees, including 2,010 employees supporting Apollo's Retirement Services segment and 600 employees of Bridge Investment Group Holdings Inc.

Apollo manages the leading alternative credit business with $749 billion in credit AUM and more than 590 investment professionals across an array of corporate, asset-backed and insurance-related investment strategies. The Company benefits from its affiliation with Apollo as a scaled direct lending platform with over $450 billion of dedicated corporate credit AUM. Apollo’s corporate credit business dates back over twenty years, with a heritage as one of the largest managers of syndicated loans. Over the course of decades, Apollo has built incumbency with thousands of the leveraged loan issuers, many of which are backed by the largest blue-chip private equity sponsors. Today, Apollo has established over 4,000 lending relationships. Incumbency and scale enable Apollo to source and deliver attractive lending opportunities for its investor clients. In 2025, Apollo and its affiliates originated $60 billion in direct lending transactions.

Apollo’s investment philosophy is centered on the ethos that “purchase price matters,” allocating capital to the best risk-reward investment opportunities throughout market and economic cycles. Apollo’s focus on alternative asset investing seeks to deliver excess return per unit of risk at all points across the investment spectrum. Investors in the Company’s shares also benefit from significant alignment of interest with Apollo since, through Athene, Apollo is often among the largest investors in its own funds, including direct lending funds which co-invest alongside the Company.

Our objective is to bring Apollo’s leading credit investment platform to the private BDC industry. To achieve this, the Company will be led by a team of experienced investment professionals within the Apollo credit platform who have deep industry knowledge and extensive experience in deal structuring, debt advisory and capital markets services.

Market Opportunity

Apollo believes there is an ongoing structural shift to private financing alternatives for borrowers of all sizes, including private U.S. corporations. This trend is being driven by ongoing shifts in public credit market structure that have given rise to periods of uncertainty, as well as changes in the banking industry driven by continued tightening of regulation.

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Due to ongoing evolution in banks’ regulatory environment and increasing capital requirements, bank lending to many non-investment grade borrowers has moved toward an originate to distribute model, where banks often seek to retain minimal amounts of the loans on their own balance sheet. The buyer base for syndicated loans is primarily comprised of loan mutual funds and CLOs. Loan mutual funds are open-ended investment structures and therefore subject to outflows which can limit their reliability as a source of capital to borrowers. Similarly, formation patterns for CLOs are uncertain with finite reinvestment periods and various other structural limitations on the types of borrowers they will typically target. The result is that available capital in public credit markets may not always be reliable. In contrast, direct lending platforms such as Apollo are able to lead transactions and deliver financing solutions at all points through the cycle, regardless of market environment. For borrowers, negotiating with a single or only a small handful of lenders on a bilateral basis allows for more efficient execution and increased confidentiality versus a syndicated approach. Direct lenders are also able to tailor their financing solutions for borrowers’ specific circumstances or to address their specific needs, such as through the provision of revolving credit lines and delayed draw term loans, as unfunded commitments are often difficult for mutual funds and CLOs to hold.

While cyclical dynamics have accelerated growth in the opportunity, we believe the trend toward private lending solutions is a long-term trend, particularly among private corporate borrowers. Scaled direct lenders who are able to originate with speed and speak for size are able to act as solution providers to borrowers by addressing the challenges that have come to be associated with accessing the traditional avenues of public markets or bank lending. As the private debt market has grown in size and sophistication, firms such as Apollo have been able to bring these benefits to larger borrowers who traditionally would have had limited options away from syndicated bank loan markets. In exchange for providing these benefits, direct lending solutions are often able to command a yield premium over other sources of capital while taking top-of-the-capital structure, senior secured risk with significant subordination. Given its long-tenure as an institution, its expertise in credit investing broadly and incumbency with hundreds of sponsors or thousands of issuers, we believe that Apollo is well positioned to capitalize on this opportunity.

Significant Addressable Market Size. The global leveraged finance market is over $5 trillion in size as of late 2025. Private credit has become an increasingly significant part with estimates of its size generally in excess of $2 trillion. Historically, there was a hard distinction between private and public credit markets, with the former largely synonymous with middle market lending. More recently, there has been a shift, with private lending becoming an increasingly favorable option versus public markets. Going forward, we believe the next phase of growth in private credit could be even more significant given the ongoing “privatization” of activities historically centered in the public markets. We believe this emerging private lending opportunity will be primarily associated with lending to larger private corporate borrowers who will increasingly rely on scaled direct lending platforms that are able to transact at the scale required to meet their needs.

Durable Middle Market Lending Opportunity. Apollo believes there is a dearth of available financing solutions for middle market firms outside of bank lending, despite a growing demand for financing solutions. The U.S. middle market is a core component of U.S. economic activity covering an estimated 300,000 midsized businesses with aggregate annual revenues of $13 trillion. These businesses represented around one-third of private sector employment despite only representing 5% of the total number of private employers. Access to capital can often represent a challenge for these firms. In a recent JP Morgan Chase survey, 34% of midsized businesses reported that the amount of investment capital available to them was insufficient for their needs (J.P.Morgan, The Middle Matters: Exploring the Diverse Middle Market Business Landscape, page 11. See https://www.jpmorgan.com/content/dam/jpmorgan/documents/cb/insights/banking/commercial-banking/next-street-the-middle-matters-report.pdf). As banks have continued to pull back from a variety of forms of lending, these middle market firms have been negatively impacted, such as when the Federal Reserve’s Senior Loan Officer Survey showed tightening standards for commercial and industrial lending over the course of 2025. This pullback in lending occurs in spite of these firms’ ongoing underlying growth that is compounding their need for growth capital. Non-bank direct lenders such as Apollo have become an increasingly critical component of providing capital to the middle market. Apollo believes these dynamics will enable the Company to secure favorable pricing and more rigorous structural protections, thereby driving value for the benefit of the Company. Apollo believes that this opportunity is only accessible to scaled alternative asset managers with significant relationships and cycle-tested investing expertise and that the Company is therefore well-positioned to capitalize on the growing opportunity set.

Proprietary Sourcing Engine Drives Direct Origination. Across its global platform, Apollo has found that deal flow is often driven by relationships, and that having a strong reputation and an established network can ultimately lead to exclusive investment opportunities. Apollo’s corporate credit business maintains coverage of over 4,000 companies worldwide. As a result, members of the corporate credit team are in frequent dialogue with management teams and intermediaries, enabling visibility into a given company’s financing needs as well as opportunities to organically grow existing lending relationships. The size and scale of our liquid credit businesses have become increasingly important given the trend from public to private lending, particularly among larger corporate borrowers. Apollo believes that its ability to leverage its incumbency to source deals directly with large corporate borrowers creates a meaningful barrier to entry. We further augment these efforts with a dedicated sponsor coverage effort, that includes approximately three dozen professionals focused on origination and sourcing direct lending transactions. Importantly, Apollo’s credit business is one of the largest lending counterparties to Wall Street, with trading volume across credit products well in excess of $100 billion from 2021 to 2025. This level of trading volume often results in Apollo being provided with an early or first look from the dealer community, which Apollo believes will put the Company in a position to access challenged syndications at attractive terms during periods of volatility. Through these various touchpoints, Apollo has established a combination of robust networks and proprietary relationships that it believes will enable the Company to source highly attractive opportunities, often on a proprietary basis.

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Apollo’s Status as a Preferred Lending Counterparty. Apollo has developed a reputation as an attractive lending partner due to its scale and ability to design creative capital solutions across capital structures, particularly in complex situations. The Company will have the opportunity to participate alongside other Apollo funds and accounts when it underwrites and commits to large transactions, streamlining the execution process for borrowers and enabling them to only interface with a single counterparty, due to the breadth and scale of Apollo’s capital base, which for this purpose includes numerous long-standing co-investment relationships and syndication capabilities with credit market investors. Being the sole or primary lender in size also facilitates alignment and a partnership mentality that is differentiated from traditional lending relationships. Additionally, Apollo’s underwriting and structuring ability coupled with company and sector-specific insights across the Apollo platform is expected to enable Apollo to embrace complexity and provide bespoke capital solutions tailored to borrowers’ unique financing needs, including greater certainty of funding at specified terms or within compressed timetables. Apollo believes that the Company augments Apollo’s ability to leverage its reputation as a preferred lending partner to selectively source proprietary opportunities in middle market corporate direct lending.

Based on its experience in the middle market direct lending market, it believes that the Company has an advantage in its ability to provide capital in scale with greater certainty of closing as well as to deliver strategic partner-like benefits.

Strong Alignment with Apollo Balance Sheet Capital. Since its merger with Athene, Apollo is often among the largest investors in its own funds, including through direct lending funds which co-invest alongside its funds. As a result, the Company and Apollo will generally be aligned with similar exposure to underlying direct lending investments. Apollo balance sheet capital refers to the insurance company balance sheet of its retirement services business, Athene, as well as commitments directly from Apollo.

Strong Apollo Sponsorship and Integrated Business Model. Apollo operates its global franchise as an integrated investment platform, leveraging the same monitoring and risk management capabilities across Apollo’s credit business. In the process of screening, executing and monitoring investments across businesses, Apollo has developed valuable relationships with well-regarded sponsors, leading management teams, consultants and other intermediaries, which further drives high-quality deals and thoughtful insights during the investment process. Apollo believes the Company will benefit from the wealth of knowledge, experience and capabilities across asset classes, industries and geographies at Apollo, which will widen the Company's lens and enable the Company to more successfully source, diligence and manage opportunities across market cycles.

Significant Managerial Assistance

As a BDC, we will offer, and must make available upon request, managerial assistance to our portfolio companies. This assistance could involve, among other things, monitoring the operations of our portfolio companies, participating in board and management meetings, consulting with and advising officers of portfolio companies and providing other organizational and financial guidance. We may also receive fees for these services. Our Adviser will provide, or arrange for the provision of, such managerial assistance on our behalf to portfolio companies that request this assistance, subject to reimbursement of any fees or expenses incurred on our behalf by our Adviser in accordance with our Advisory Agreement.

The Board of Trustees

Overall responsibility for the Company’s oversight rests with the Board. We have entered into the Advisory Agreement with the Adviser, pursuant to which the Adviser will manage the Company on a day-to-day basis. The Board is responsible for overseeing the Adviser and other service providers in our operations in accordance with the provisions of the 1940 Act, the Company’s declaration of trust and applicable provisions of state and other laws. The Adviser keeps the Board well informed as to the Adviser’s activities on our behalf and our investment operations and provide the Board information with additional information as the Board may, from time to time, request. The Board is currently composed of five members (the "Trustees"), three of whom are Trustees who are not “interested persons” of the Company or the Adviser as defined in the 1940 Act (the "Independent Trustees").

Investment Selection

The Company employs a sophisticated and disciplined approach with respect to sourcing, evaluating and executing prospective investments, which is consistent with how Apollo manages its funds’ investments across the firm. Our process is defined by an emphasis on meaningful downside protection and the preservation of capital, which we will seek to achieve through extensive private equity-style due diligence, asset-level and market environment analysis, a systematic approach to identifying risk and structuring and a hands-on approach to driving value and managing investments throughout the ownership period. In this process, the Company will leverage the collective knowledge and resources of Apollo’s credit investment professionals as well as the broader integrated platform of Apollo.

With an extensive team of experienced investment professionals, including seasoned portfolio managers, industry teams comprised of specialists within their respective sectors, product analysts with particular experience in private lending and workouts and investment professionals solely focused on sourcing and maintaining relationships within the capital markets community, Apollo has a combination of robust networks and strategic relationships that we believe will enable the Company to source highly attractive opportunities, often on a proprietary basis.

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Credit Selection and Enhanced Due Diligence. Consistent with Apollo’s value-orientation, the Company intends to take a conservative investment approach, employing a rigorous, bottom-up, private equity-style approach to underwriting prospective investment opportunities. Our approach to credit selection tends to emphasize investments in mature companies in defensive sectors which typically exhibit a lower degree of cyclicality than the broader economy. This focus includes backing experience managed teams and business models that have established a strong position within their respective markets. We seek to leverage insights from across the breadth of Apollo’s investing activities to drive better outcomes, drawing on the expertise and extensive network of relationships that our investment professionals have established in their respective industries. We seek to pursue investments in companies with strong market share, sufficient pricing power, commitment to de-leveraging, strong management teams and sufficient equity support from sponsors and management. Our analysis includes gathering relevant information regarding the company, its customers, suppliers and competitors, using a combination of legal, regulatory, accounting and industry reports, alongside the many resources of Apollo’s platform. Given the direct, bilateral nature of the relationship between lender and borrower, firms specializing in private credit such as Apollo are able to benefit from a comprehensive relationship with their portfolio companies that enables extensive due diligence and enhanced ongoing monitoring.

Emphasis on Downside Protection. The Company is focused on pursuing a senior secured investing strategy comprised primarily of first lien loans to corporate borrowers. These loans typically detach at a 40-50% loan-to-value against the borrower’s enterprise value. This approach is designed to maximize recovery of principal in the event of underperformance.

Robust Structural Protections. Apollo has significant structuring experience and believes the Company will be able to leverage the Apollo Credit platform’s incumbency and status as a preferred lending partner to bilaterally negotiate highly structured, senior secured loans that are tailored to address the unique risks of a given corporate borrower. In contrast with syndicated loan markets, private credit has the potential to produce better outcomes for lenders by allowing them to retain structural protections within the lending agreements with their borrowers. Direct lenders typically retain control of their credit documentation which is intended to limit their borrowers’ ability to incur additional indebtedness or to allow for value leakage ahead of senior debt. The Company intends to invest primarily in senior term loans that, coupled with robust covenant packages restricting incremental debt incurrence and restricting payments, are intended to provide downside protection in the form of a priority, undiluted claim on underlying collateral. Apollo believes that due to Apollo’s experience with its managed funds investing across the capital structure, the Company will be able to consider investment structures that are different, and oftentimes more complex, than other investors. Our disciplined approach to transaction structuring is intended to mitigate risk in the event of adverse outcomes.

Portfolio Construction. We also seek to minimize the risk of loss through portfolio construction. Our approach seeks to avoid outsized industry concentration, particularly to more cyclical industries. We also seek to avoid outsized exposure to any individual borrower. We believe that a more granular portfolio helps to mitigate the risk of loss.

High Degree of Selectivity. Apollo believes that credit selectivity in every market environment is a critical driver of performance. In recent years, Apollo has closed on just 10-15% of direct lending opportunities that it evaluated. By virtue of our value-driven investment approach emphasizing downside protection, Apollo’s corporate credit business has experienced a 0.1% annual average default rate, as compared to a 2.3% annual average default rate within the broader leveraged loan market. Even in an event of default, Apollo’s corporate credit business has seen substantially higher recovery rates as compared to the broader market, experiencing a 72% recovery rate as compared to 48% for the broader leveraged loan market. Given the size of the market opportunity in large corporate direct lending, Apollo believes that the Company is well-positioned to exercise quality credit selection in any market environment.

Institutionalized Monitoring and Risk Management Capabilities. Across its platform, Apollo employs a disciplined and rigorous approach to ongoing monitoring. Because Apollo is expected to be the sole or largest lender to a borrower, the Company expects to benefit from having driven the diligence process and structuring of covenants and loan documents. Direct lenders generally benefit from increased transparency, communication and coordination with borrowers. Apollo will seek to maintain active dialogue with the management team and/or sponsor throughout the life of the investment, reviewing financial information and other data in depth. Should such a deteriorating situation arise, the investment would be put on a watchlist and would undergo enhanced monitoring and an independent review. If the situation were to progress to a full workout, Apollo has an in-house distressed credit team that can assist in seeking to stabilize the situation. The Company will manage the risks associated with Company investments through portfolio construction, continued monitoring and evaluation. Apollo has devoted significant resources in the development of a sophisticated, integrated infrastructure designed to support the investment and risk management process. This includes proprietary systems for the monitoring, accounting and compliance aspects of Apollo’s portfolios, along with trading, clearing and settlement of assets.

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Allocation of Investment Opportunities

General

Apollo, including the Adviser, provides investment management services to other BDCs, registered investment companies, investment funds, client accounts and proprietary accounts that Apollo may establish.

The Adviser and its affiliates will share any investment and sale opportunities with its other clients and the Company in accordance with the Advisers Act and firm-wide allocation policies, which generally provide for sharing pro rata based on targeted acquisition size or targeted sale size. Subject to the Advisers Act and as further set forth in this Annual Report, certain other clients may receive certain priority or other allocation rights with respect to certain investments, subject to various conditions set forth in such other clients’ respective governing agreements.

In addition, as a BDC regulated under the 1940 Act, the Company is subject to certain limitations relating to co-investments and joint transactions with affiliates, which likely in certain circumstances limit the Company’s ability to make investments or enter into other transactions alongside other clients.

Co-Investment Relief

The Company, the Adviser and certain affiliates received an exemptive order from the SEC on May 14, 2025 (the “Order”), that permits us, among other things, to co-invest with other funds and accounts managed by the Adviser or its affiliates, subject to certain conditions. Pursuant to such Order, the Board has approved co-investment policies and procedures describing how the Company will comply with the Order. Further, the Adviser has adopted policies and procedures (the “Adviser Allocation Policy”) describing the allocation of investment opportunities in which we will have the opportunity to participate with one or more Apollo-managed BDCs (including the Company, the "Apollo BDCs"), certain Apollo-managed registered investment companies (the “Apollo RICs” and, together with the Apollo BDCs, the “Apollo Regulated Funds”) and other public or private Apollo funds that target similar assets. Pursuant to the Adviser Allocation Policy, the Company will be given the opportunity to participate in any investments that fall within certain criteria established by the Adviser. The Company may determine to participate or not to participate, depending on whether the Adviser determines that the investment is appropriate for the Company (e.g., based on investment strategy). The investment would generally be allocated to us, any other Apollo Regulated Funds and the other Apollo funds that target similar assets pro rata based on available capital in the applicable asset class. If the Adviser determines that such investment is not appropriate for us, the investment will not be allocated to us.

Competition

Our primary competitors in providing financing to middle market companies include public and private funds, commercial and investment banks, commercial financing companies, other BDCs or hedge funds, and, to the extent they provide an alternative form of financing, private equity funds. Some of our existing and potential competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than us. Furthermore, many of our competitors are not subject to the regulatory restrictions that the 1940 Act imposes on us as a BDC or the restrictions that the Code imposes on us as a RIC.

We also expect to use the industry information of AGM’s investment professionals to which we have access to assess investment risks and determine appropriate pricing for our investments in portfolio companies. In addition, we believe that the relationships of the senior managers of our Adviser and those of our affiliates enable us to learn about, and compete effectively for, financing opportunities with attractive middle market companies in the industries in which we seek to invest. For additional information concerning the competitive risks we expect to face, see “Item 1A. Risk Factors—Risks Relating to Our Business and Structure—We operate in a highly competitive market for investment opportunities.”

Emerging Growth Company

We are an “emerging growth company,” as defined by the Jumpstart Our Business Startups Act of 2012, or the “JOBS Act.” As an emerging growth company, we are eligible to take advantage of certain exemptions from various reporting and disclosure requirements that are applicable to public companies that are not emerging growth companies. For so long as we remain an emerging growth company, we will not be required to:

•

have an auditor attestation report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

•

submit certain executive compensation matters to shareholder advisory votes pursuant to the “say on frequency” and “say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; or

•

disclose certain executive compensation related items, such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation.

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In addition, the JOBS Act provides that an emerging growth company may take advantage of an extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies. This means that an emerging growth company can delay adopting certain accounting standards until such standards are otherwise applicable to private companies.

We will remain an emerging growth company for up to five years, or until the earliest of: (1) the last date of the fiscal year during which we had total annual gross revenues of $1.235 billion or more; (2) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; or (3) the date on which we are deemed to be a “large accelerated filer” as defined under Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

We do not believe that being an emerging growth company will have a significant impact on our business or this offering. As stated above, we have elected to opt in to the extended transition period for complying with new or revised accounting standards available to emerging growth companies. Also, because we are not a large accelerated filer or an accelerated filer under Section 12b-2 of the Exchange Act, and will not be for so long as our Common Shares are not traded on a securities exchange, we will not be subject to auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act even once we are no longer an emerging growth company. In addition, so long as we are externally managed by the Adviser and we do not directly compensate our executive officers, or reimburse the Adviser or its affiliates for the salaries, bonuses, benefits and severance payments for persons who also serve as one of our executive officers or as an executive officer of the Adviser, we do not expect to include disclosures relating to executive compensation in our periodic reports or proxy statements and, as a result, do not expect to be required to seek shareholder approval of executive compensation and golden parachute compensation arrangements pursuant to Section 14A(a) and (b) of the Exchange Act.

Employees

We do not currently have any employees and do not expect to have any employees. Services necessary for our business are provided by individuals who are employees of the Adviser or its affiliates pursuant to the terms of the Advisory Agreement and the Administrator or its affiliates pursuant to the Administration Agreement. Each of our executive officers is employed by the Adviser or its affiliates. Our day-to-day investment operations will be managed by the Adviser. The services necessary for the sourcing and administration of our investment portfolio will be provided by investment professionals employed by the Adviser or its affiliates. The investment team of the Adviser (the "Investment Team") will focus on origination, non-originated investments and transaction development and the ongoing monitoring of our investments. In addition, we will reimburse the Administrator for its costs, expenses and allocable portion of overhead, including compensation paid by the Administrator (or its affiliates) to the Company’s chief compliance officer and chief financial officer and their respective staffs as well as other administrative personnel (based on the percentage of time such individuals devote, on an estimated basis, to the business and affairs of the Company).

Regulation as a BDC

The following discussion is a general summary of the material prohibitions and descriptions governing BDCs generally. It does not purport to be a complete description of all of the laws and regulations affecting BDCs.

Qualifying Assets. Under the 1940 Act, a BDC may not acquire any asset other than Qualifying Assets, unless, at the time the acquisition is made, Qualifying Assets represent at least 70% of the company’s total assets. The principal categories of Qualifying Assets relevant to our business are any of the following:

(1)

Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an Eligible Portfolio Company (as defined below), or from any person who is, or has been during the preceding 13 months, an affiliated person of an Eligible Portfolio Company, or from any other person, subject to such rules as may be prescribed by the SEC. An “Eligible Portfolio Company” is defined in the 1940 Act as any issuer which:

is organized under the laws of, and has its principal place of business in, the United States;

is not an investment company (other than a small business investment company wholly owned by the BDC) or a company that would be an investment company but for certain exclusions under the 1940 Act; and

satisfies any of the following:

does not have any class of securities that is traded on a national securities exchange;

ii.

has a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding voting and non-voting common equity of less than $250 million;

iii.

is controlled by a BDC or a group of companies, including a BDC and the BDC has an affiliated person who is a director of the Eligible Portfolio Company; or

iv.

is a small and solvent company having total assets of not more than $4 million and capital and surplus of not less than $2 million.

(2)

Securities of any Eligible Portfolio Company controlled by the Company.

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(3)

Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.

(4)

Securities of an Eligible Portfolio Company purchased from any person in a private transaction if there is no ready market for such securities and the Company already owns 60% of the outstanding equity of the Eligible Portfolio Company.

(5)

Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of warrants or rights relating to such securities.

(6)

Cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.

In addition, a BDC must be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) above.

Significant Managerial Assistance. A BDC must have been organized under the laws of, and have its principal place of business in, any state or states within the United States. However, in order to count portfolio securities as Qualifying Assets for the purpose of the 70% test, the BDC must either control the issuer of the securities or must offer to make available to the issuer of the securities (other than small and solvent companies described above) significant managerial assistance; except that, where the BDC purchases such securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such managerial assistance. Making available managerial assistance means, among other things, any arrangement whereby the BDC, through its trustees, officers or employees, offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company.

Temporary Investments. Pending investment in other types of Qualifying Assets, as described above, our investments may consist of cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment, which we refer to, collectively, as “temporary investments,” so that 70% of our assets are Qualifying Assets. We may also invest in U.S. Treasury bills or in repurchase agreements, provided that such agreements are fully collateralized by cash or securities issued by the U.S. government or its agencies. A repurchase agreement involves the purchase by an investor, such as us, of a specified security and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price which is greater than the purchase price by an amount that reflects an agreed-upon interest rate. There is no percentage restriction on the proportion of our assets that may be invested in such repurchase agreements. However, if more than 25% of our gross assets constitute repurchase agreements from a single counterparty, we would not meet the diversification tests in order to qualify as a RIC. Thus, we do not intend to enter into repurchase agreements with a single counterparty in excess of this limit. Our Adviser will monitor the creditworthiness of the counterparties with which we enter into repurchase agreement transactions.

Indebtedness and Senior Securities. The Company is permitted, under specified conditions, to issue multiple classes of indebtedness and one class of shares senior to the Common Shares if the Company’s asset coverage, as defined in the 1940 Act, would at least equal 150% immediately after each such issuance. On March 15, 2024, our initial shareholders approved the adoption of this 150% threshold pursuant to Section 61(a)(2) of the 1940 Act. In addition, while any senior securities remain outstanding, the Company will be required to make provisions to prohibit any dividend distribution to shareholders or the repurchase of such securities or Common Shares unless the Company meets the applicable asset coverage ratios at the time of the dividend distribution or repurchase. The Company will also be permitted to borrow amounts up to 5% of the value of its total assets for temporary or emergency purposes, which borrowings would not be considered senior securities.

The Company expects to employ leverage and otherwise incur indebtedness with respect to its portfolio including entry (directly or indirectly) into one or more credit facilities, including asset-based loan facilities or subscription facilities, and/or enter into other financing arrangements to facilitate investments, the timely payment of expenses and other purposes. The Company cannot assure investors that it will be able to enter into credit facilities. Investors will indirectly bear the costs associated with the establishment of a credit facility and with any borrowings under a credit facility or otherwise. In connection with a credit facility or other borrowings, lenders may require the Company to pledge assets and may ask the Company to comply with positive or negative covenants that could have an effect on Company operations. The Company may pledge and may grant a security interest in all of its assets under the terms of any debt instruments that it enters into with lenders. In addition, from time to time, the Company's losses on investments may result in the liquidation of other investments held by the Company.

Compliance Policies and Procedures. We and the Adviser have adopted and implemented written policies and procedures reasonably designed to detect and prevent violation of the federal securities laws and are required to review these compliance policies and procedures annually for their adequacy and the effectiveness of their implementation and designate a Chief Compliance Officer to be responsible for administering the policies and procedures.

Proxy Voting Policies and Procedures. We will delegate our proxy voting responsibility to our Adviser. The Proxy Voting Policies and Procedures of our Adviser are set forth below. The guidelines are reviewed periodically by the Adviser and our Independent Trustees, and, accordingly, are subject to change.

An investment adviser registered under the Advisers Act has a fiduciary duty to act solely in the best interests of its clients. As part of this duty, the Adviser recognizes that it must vote client securities in a timely manner free of conflicts of interest and in the best interests of its clients. These policies and procedures for voting proxies for the Adviser’s investment advisory clients are intended to comply with Section 206 of, and Rule 206(4)-6 under, the Advisers Act.

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The Adviser will vote all proxies based upon the guiding principle of seeking the maximization of the ultimate long-term economic value of our shareholders’ holdings, and ultimately all votes are cast on a case-by-case basis, taking into consideration the contractual obligations under the relevant advisory agreements or comparable documents, and all other relevant facts and circumstances at the time of the vote. All proxy voting decisions will require a mandatory conflicts of interest review by our Chief Compliance Officer in accordance with these policies and procedures, which will include consideration of whether the Adviser or any investment professional or other person recommending how to vote the proxy has an interest in how the proxy is voted that may present a conflict of interest. It is the Adviser’s general policy to vote or give consent on all matters presented to security holders in any proxy, and these policies and procedures have been designed with that in mind. However, the Adviser reserves the right to abstain on any particular vote or otherwise withhold its vote or consent on any matter if, in the judgment of our Chief Compliance Officer or the relevant investment professional(s), the costs associated with voting such proxy outweigh the benefits to our shareholders or if the circumstances make such an abstention or withholding otherwise advisable and in the best interest of the relevant shareholder(s).

Proxy Policies. The Adviser’s policies and procedures are reasonably designed to ensure that the Adviser votes proxies in the best interest of the Company and addresses how it will resolve any conflict of interest that may arise when voting proxies and, in so doing, to maximize the value of the investments made by the Company, taking into consideration the Company’s investment horizons and other relevant factors. It will review on a case-by-case basis each proposal submitted for a shareholder vote to determine its impact on the portfolio securities held by its clients. Although the Adviser will generally vote against proposals that may have a negative impact on its clients’ portfolio securities, it may vote for such a proposal if there exists compelling long-term reasons to do so.

Decisions on how to vote a proxy generally are made by the Adviser. The portfolio managers and the members of the Investment Team covering the applicable security often have the most intimate knowledge of both a company’s operations and the potential impact of a proxy vote’s outcome. Decisions are based on a number of factors which may vary depending on a proxy’s subject matter, but are guided by the general policies described in the proxy policy. In addition, the Adviser may determine not to vote a proxy after consideration of the vote’s expected benefit to clients and the cost of voting the proxy. To ensure that its vote is not the product of a conflict of interest, the Adviser will require the portfolio managers to disclose any personal conflicts of interest they may have with respect to overseeing a Company’s investment in a particular company.

Proxy Voting Records. You may obtain information, without charge, regarding how we vote proxies with respect to our portfolio securities by making a written request for proxy voting information to: Chief Compliance Officer, Ryan Del Giudice, 9 West 57th Street, New York, New York 10019.

Reporting Obligations. We will furnish our shareholders with annual reports containing audited financial statements, quarterly reports, and such other periodic reports as we determine to be appropriate or as may be required by law. We filed a Form 10 Registration Statement with the SEC to establish the Company as a reporting company under the Exchange Act and are required to comply with all periodic reporting, proxy solicitation and other applicable requirements under the Exchange Act.

Shareholders and the public may access the Company’s public filings at www.sec.gov or obtain information by calling the SEC at (202) 551-8090.

Code of Ethics. We and the Adviser have adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, respectively, that establishes procedures for personal investments and restricts certain personal securities transactions. Personnel subject to the code are permitted to invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the code’s requirements.

Affiliated Transactions. We may be prohibited under the 1940 Act from conducting certain transactions with our affiliates without the prior approval of our Trustees who are not interested persons and, in some cases, the prior approval of the SEC. We have received an exemptive order from the SEC that permits us, among other things, to co-invest with certain other persons, including certain affiliates of the Adviser and certain funds managed and controlled by the Adviser and its affiliates, subject to certain terms and conditions.

Other. We will be periodically examined by the SEC for compliance with the 1940 Act, and be subject to the periodic reporting and related requirements of the Exchange Act.

We are also required to provide and maintain a bond issued by a reputable fidelity insurance company to protect against larceny and embezzlement. Furthermore, as a BDC, we are prohibited from protecting any Trustee or officer against any liability to our shareholders arising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s office.

We are also required to designate a chief compliance officer and to adopt and implement written policies and procedures reasonably designed to prevent violation of the federal securities laws and to review these policies and procedures annually for their adequacy and the effectiveness of their implementation.

We are not permitted to change the nature of our business so as to cease to be, or to withdraw our election as, a BDC unless approved by a majority of our outstanding voting securities. A majority of the outstanding voting securities of a company is defined under the 1940 Act as the lesser of: (i) 67% or more of such company’s shares present at a meeting if more than 50% of the outstanding shares of such company are present or represented by proxy, or (ii) more than 50% of the outstanding shares of such company.

Financial Condition, Liquidity and Capital Resources

We expect to generate cash primarily from (i) the net proceeds of our private offerings of our shares, (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. Our primary uses of cash will be for (i) investments in portfolio companies and other investments, (ii) the cost of operations (including paying the Adviser and the Administrator), (iii) cost of any borrowings or other financing arrangements and (iv) cash distributions to the holders of our Common Shares.

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Investment Advisory Agreement

The Adviser provides management services to us pursuant to the Advisory Agreement with our Adviser. Under the terms of the Advisory Agreement, the Adviser is responsible for the following:

•

determining the composition of our portfolio, the nature and timing of the changes to our portfolio and the manner of implementing such changes in accordance with our investment objective, policies and restrictions;

•

identifying investment opportunities and making investment decisions for us, including negotiating the terms of investments in, and dispositions of, portfolio securities and other instruments on our behalf;

•

monitoring our investments;

•

performing due diligence on prospective portfolio companies;

•

exercising voting rights in respect of portfolio securities and other investments for us;

•

serving on, and exercising observer rights for, boards of directors and similar committees of our portfolio companies;

•

negotiating, obtaining and managing financing facilities and other forms of leverage; and

•

providing us with such other investment advisory and related services as we may, from time to time, reasonably require for the investment of capital.

The Adviser’s services under the Advisory Agreement are not exclusive, and the Adviser is free to furnish similar services to other entities, and intends to do so, so long as the Adviser's services to us are not impaired.

Compensation of Adviser

We will pay the Adviser a fee for its services under the Advisory Agreement consisting of two components: a management fee and an incentive fee. The cost of both the management fee and the incentive fee will ultimately be borne by the shareholders.

Fee Waiver

The Adviser agreed to waive its management fee and its incentive fee for the first 12-month period following the date of the Advisory Agreement. The Adviser also agreed to waive 50% of its management fee and its incentive fee for the second 12-month period following the date of the Advisory Agreement. The fee waiver will expire on March 15, 2026.

Base Management Fee

The management fee is accrued monthly and paid quarterly in arrears at an annual rate of 1.00% of the Company's net assets as of the beginning of the first business day of the applicable month.

For these purposes, “net assets” means the Company's total assets less liabilities determined on a consolidated basis in accordance with generally accepted accounting principles in the United States (“GAAP”). For the first calendar quarter in which the Company has operations, net assets will be measured as the average of net assets (i) at the date the Company first delivers a drawdown notice to its investors and (ii) at the end of such first calendar quarter.

Incentive Fee

The incentive fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of our income and a portion is based on a percentage of our capital gains, each as described below.

(i) Incentive Fee on Pre-Incentive Fee Net Investment Income

The portion based on the Company’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Company’s net assets at the end of the immediate preceding quarter from, interest income, dividend income and any other income (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Company receives from portfolio companies) accrued during the calendar quarter, minus the Company’s operating expenses accrued for the quarter (including the management fee, expenses payable under the Administration Agreement entered into between us and our Administrator, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any distribution or shareholder servicing fees).

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Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Company has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation. The impact of expense support payments and recoupments are also excluded from Pre-Incentive Fee Net Investment Income Returns.

We will pay the Adviser an incentive fee quarterly in arrears with respect to our Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows:

•

No incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which our Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.500% per quarter (6.000% annualized);

•

100% of the dollar amount of our Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.710% (6.860% annualized). We refer to this portion of our Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.710%) as the “catch-up.” The “catch-up” is meant to provide the Adviser with approximately 12.5% of our Pre-Incentive Fee Net Investment Income Returns as if a hurdle rate did not apply if this net investment income exceeds 1.710% in any calendar quarter; and

•

12.5% of the dollar amount of our Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.710% (6.860% annualized). This reflects that once the hurdle rate is reached and the catch-up is achieved, 12.5% of all Pre-Incentive Fee Net Investment Income Returns thereafter are allocated to the Adviser.

These calculations are pro-rated for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter.

(ii) Incentive Fee on Capital Gains

The second component of the incentive fee, the capital gains incentive fee, is payable at the end of each calendar year in arrears. The amount payable equals:

•

12.5% of cumulative realized capital gains from inception through the end of such calendar, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains as calculated in accordance with GAAP.

Each year, the fee paid for the capital gains incentive fee is net of the aggregate amount of any previously paid capital gains incentive fee for all prior periods. We will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation because a capital gains incentive fee would be owed to the Adviser if we were to sell the relevant investment and realize a capital gain. In no event will the capital gains incentive fee payable pursuant to the Advisory Agreement be in excess of the amount permitted by the Advisers Act, including Section 205 thereof.

We accrue the incentive fee taking into account unrealized gains and losses; however, Section 205(b)(3) of the Advisers Act, as amended, prohibits the Adviser from receiving the payment of fees until those gains are realized, if ever. The fees that are payable under the Advisory Agreement for any partial period will be appropriately prorated.

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Administration Agreement

Under the terms of the Administration Agreement, the Administrator provides, or oversees the performance of, administrative and compliance services, including, but not limited to, maintaining financial records, overseeing the calculation of NAV, compliance monitoring (including diligence and oversight of our other service providers), preparing reports to shareholders and reports filed with the SEC and other regulators, preparing materials and coordinating meetings of our Board, managing the payment of expenses, the payment and receipt of funds for investments and the performance of administrative and professional services rendered by others and providing office space, equipment and office services. We will reimburse the Administrator for all of the costs and expenses incurred by the Administrator in performing its obligations under the Administration Agreement. There is no limitation as to how much we may reimburse the Administrator. Such reimbursement will include the Company’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, including but not limited to: (i) the Company’s Chief Compliance Officer, Chief Financial Officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Company; and (iii) any personnel of Apollo or any of its affiliates providing non-investment related services to the Company, subject to the limitations described in the Advisory and Administration Agreements. In addition, pursuant to the terms of the Administration Agreement, the Administrator may delegate its obligations under the Administration Agreement to an affiliate or to a third party and we will reimburse the Administrator for any services performed for us by such affiliate or third party. The Administrator may hire a sub-administrator to assist in the provision of administrative services. The sub-administrator will receive compensation paid by the Administrator for its sub-administrative services under a sub-administration agreement.

Certain Terms of the Advisory Agreement and Administration Agreement

Duration and Termination

The continuation of each of the Advisory Agreement and Administration Agreement was approved by the Board on March 12, 2026. Unless earlier terminated as described below, each of the Advisory Agreement and the Administration Agreement will remain in effect for a period of two years from the date it first becomes effective and will remain in effect from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of our outstanding voting securities and, in each case, a majority of the Independent Trustees. We may terminate the Advisory Agreement or the Administration Agreement, without payment of any penalty, upon 60 days’ written notice. The decision to terminate either agreement may be made by a majority of the Board or the shareholders holding a majority of our outstanding voting securities, which means the lesser of (1) 67% or more of the voting securities present at a meeting if more than 50% of the outstanding voting securities are present or represented by proxy, or (2) more than 50% of the outstanding voting securities. In addition, without payment of any penalty, the Adviser may terminate the Advisory Agreement upon 120 days’ written notice and the Administrator may terminate the Administration Agreement upon 60 days’ written notice.

The Advisory Agreement will automatically terminate within the meaning of the 1940 Act and related SEC guidance and interpretations in the event of its assignment. See “Item 1A. Risk Factors—Risks Relating to Our Business and Structure—We are dependent upon management personnel of the Adviser for our future success and upon their access to AGM’s investment professionals and partners.”

Indemnification

The Adviser and the Administrator shall not be liable for any error of judgment or mistake of law or for any act or omission or any loss suffered by the Company in connection with the matters to which the Advisory Agreement and Administration Agreement, respectively, relate, provided that the Adviser and the Administrator shall not be protected against any liability to the Company or its shareholders to which the Adviser or Administrator would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or by reason of the reckless disregard of its duties and obligations (“Disabling Conduct”). Each of the Advisory Agreement and the Administration Agreement provide that, absent Disabling Conduct, each of our Adviser and our Administrator, as applicable, and its officers, managers, partners, agents, employees, controlling persons, members and any other person or entity affiliated with it will be entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) arising from the rendering of our Adviser’s services under the Advisory Agreement and our Administrator’s services under the Administration Agreement or otherwise as adviser or administrator for us. The Adviser and the Administrator shall not be liable under their respective agreements with us or otherwise for any loss due to the mistake, action, inaction, negligence, dishonesty, fraud or bad faith of any broker or other agent; provided, that such broker or other agent shall have been selected, engaged or retained and monitored by the Adviser or the Administrator in good faith, unless such action or inaction was made by reason of Disabling Conduct, or in the case of a criminal action or proceeding, where the Adviser or Administrator had reasonable cause to believe its conduct was unlawful.

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Expense Support and Conditional Reimbursement Agreement

We have entered into an expense support and conditional reimbursement agreement (the “Expense Support Agreement”) with the Adviser. The Adviser may elect to pay certain expenses (each, an “Expense Payment”), provided that no portion of the payment will be used to pay any interest or distributions and/or shareholder servicing fees of the Company. Any Expense Payment that the Adviser has committed to pay must be paid by the Adviser to the Company in any combination of cash or other immediately available funds no later than forty-five days after such commitment was made in writing, and/or offset against amounts due from the Company to the Adviser or its affiliates.

Following any calendar month in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s shareholders based on distributions declared with respect to record dates occurring in such calendar month (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), we shall pay such Excess Operating Funds, or a portion thereof, to the Adviser until such time as all Expense Payments made by the Adviser 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 shall be referred to herein as a “Reimbursement Payment.” Available Operating Funds means the sum of (i) our net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) our net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to us on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).

No Reimbursement Payment for any month will be made if: (1) the “Effective Rate of Distributions Per Share” (as defined below) declared by the Company at the time of such Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Reimbursement Payment relates, or (2) our “Operating Expense Ratio” (as defined below) at the time of such Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Reimbursement Payment relates. Pursuant to the Expense Support Agreement, “Effective Rate of Distributions Per Share” means the annualized rate (based on a 365 day year) of regular cash distributions per share exclusive of returns of capital, distribution rate reductions due to distribution and shareholder fees, and declared special dividends or special distributions, if any. The “Operating Expense Ratio” is calculated by dividing Operating Expenses, less organizational and offering expenses, base management and incentive fees owed to Adviser, and interest expense, by our net assets.

The Company’s obligation to make a Reimbursement Payment shall automatically become a liability of the Company on the last business day of the applicable calendar month, except to the extent the Adviser has waived its right to receive such payment for the applicable month.

Side Letter Arrangements:

The Company and/or the Adviser (on behalf of the Company and itself) have entered or may enter into agreements known as side letters with shareholders of the Company. The Company and/or the Adviser will not enter into any such side letters that contravenes applicable law, including the 1940 Act and the Advisers Act.

The Private Offering

We offer and sell our Common Shares in a private placement (the “Private Offering”) in the United States under the exemption provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, Regulation S under the Securities Act and other exemptions from the registration requirements of the Securities Act. Investors who acquire shares of our Common Shares in our private placement are required to complete, execute and deliver a subscription agreement (a “Subscription Agreement”), and related documentation, which include customary representations and warranties, certain covenants and restrictions and indemnification provisions. Additionally, such investors could be required to provide due diligence information for compliance with certain legal requirements. We could, from time to time, engage placement or distribution agents and incur placement or distribution fees or sales commissions in connection with the private placement of our Common Shares in certain jurisdictions outside the United States. The cost of any such placement or distribution fees could be borne directly or indirectly by an investor or by an affiliate of the Adviser. We will not incur any such fees or commissions if our net proceeds received upon a sale of our Common Shares after such costs would be less than the NAV of our Common Shares.

Pursuant to the Subscription Agreements, investors make commitments to purchase Common Shares (“Capital Commitments”). The Subscription Agreements provide that investors are required to fund capital contributions to purchase Common Shares (each, a “Drawdown Purchase”), each time we deliver a drawdown notice, which we deliver at least 10 business days prior to the date on which contributions will be due (each, a “Capital Drawdown Date”). Drawdown Purchases will generally be made pro rata, in accordance with unfunded Capital Commitments of all investors; however, the Adviser will have, subject to its fiduciary duty to the Company, discretion to give priority to investors whose subscriptions were accepted at a previous closing in order to ensure such investors’ Capital Commitments are fully called prior to the end of such investors’ Commitment Period (as defined below). In addition, the Subscription Agreements provide that we retain the right at our discretion to call Drawdown Purchases on a non-pro rata basis so that the assets of the Company will not be considered “plan assets” under ERISA or the Plan Asset Regulations (each as defined below), or as otherwise necessary or desirable in order to comply with ERISA or any other applicable legal, contractual, regulatory, tax or similar regimes. Each Drawdown Purchase is made at a price per Common Share equal to our per share NAV (the "Per Share NAV") as determined within 48 hours of the Capital Drawdown Date, excluding Sundays and holidays, of such sale, subject to certain exceptions and calculated in accordance with the 1940 Act. No investor in our private placement will be required to invest more than the total amount of its Capital Commitment.

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An investor will be released from any obligation to purchase additional Common Shares on the earlier of (i) the date that such investor’s Capital Commitment is fully called and (ii) the four-year anniversary date of the closing, or the Conversion Date, as applicable, of such investor’s Capital Commitment to the Company (the “Commitment Period”), except to the extent necessary to (a) pay Company expenses, including management fees, amounts that may become due under any borrowings or other financings or similar obligations, or indemnity obligations, (b) complete investments in any transactions (1) to which the Adviser has committed the Company to proceed as of the end of the relevant Commitment Period pursuant to a written agreement (including investments that are funded in phases), and (2) with deferred purchase price payments, contingent purchase price payments, milestone payments or other phased payments or payments for other staged funding obligations or similar arrangements, (c) fund follow-on investments made in existing portfolio companies within three years from the end of the relevant Commitment Period that, in the aggregate, do not exceed 5% of total Capital Commitment of such investor and/or (d) fund obligations under any Company guarantee. Subject to the foregoing exceptions, each investor will have a Commitment Period of four years. During the Commitment Period, investors will be contractually prohibited from selling, assigning, transferring or otherwise disposing of (each, a “Transfer”) their Common Shares, including pursuant to any tender offer by the Company.

While the Company expects each Subscription Agreement to reflect the terms and conditions summarized above, the Company reserves the right to enter into Subscription Agreements that contain terms and conditions not found in the Subscription Agreements entered into with other investors. As a result, certain investors may be provided with certain terms that other investors will not receive. No investor in the Private Offering will be permitted to make an investment in the Company on economic terms and conditions that are more favorable than the economic terms and conditions contained in the Subscription Agreements entered into with all other investors. The Company represents that the Company and the Adviser have not entered, and will not enter, into subscription agreements with investors related to their investment in the Company that contravene applicable law, including the 1940 Act and the Advisers Act.

Distributions and Capital Recycling

The Company generally intends to distribute substantially all of its available earnings annually by paying distributions on a quarterly basis, as approved by the Board in its discretion.

The Company generally retains and reinvests investment proceeds from its portfolio, such as proceeds from the disposition of an investment or the repayment of a loan by a portfolio company. However, following the five-year anniversary of filing the election to be regulated as a BDC (the “Triggering Date”), if the Company has not raised in aggregate $900 million in Capital Commitments, the Company will cease retaining or reinvesting such proceeds, and will instead distribute the proceeds to shareholders; provided that the Adviser is permitted to retain such proceeds in order to satisfy any expenses of the Company (or related reserves). Following the Triggering Date, and subject to Board approval, the Company intends to explore various options, including but not limited to a reorganization of the Company such as a merger or a sale of substantially all of its assets, to expedite the disposition of the Company's portfolio in a manner that minimizes the timeline of returning available capital to shareholders and is consistent with the Company's duty to maximize value for its shareholders.

Liquidity Program

The Company intends to effectuate a share repurchase program, at the discretion of our Board, that will purchase Common Shares pursuant to one or more tender offers at the request of its shareholders (the “Liquidity Program”). If the Company receives written requests from shareholders following the end of such shareholder’s Commitment Period, in the following quarter(s), the Company intends to conduct a tender offer to purchase Common Shares in an amount equal to the written requests received in the prior quarter(s). To the extent that a tender offer by the Company in any given quarter is not sufficient to purchase all the Common Shares accounted for pursuant to any written request, the Company may conduct subsequent tender offers in following quarters. All shareholders will be eligible to participate in a tender offer. Accordingly, there is no guarantee that shareholders will be able to sell their Common Shares.

Term

The Company is non-exchange traded, meaning its Common Shares are not listed for trading on a stock exchange or other securities market and a perpetual-life BDC, meaning it is an investment vehicle of indefinite duration, whose Common Shares are intended to be sold by the Company on a continuous basis at a price generally equal to the Company's Per Share NAV; provided, however, that if the Company has not raised in aggregate $900 million in Capital Commitments following the Triggering Date, the Company will cease retaining or reinvesting such proceeds, and will instead distribute the proceeds to shareholders.

We believe that our perpetual nature enables us to execute a patient and opportunistic strategy and be able to invest across different market environments. This may reduce the risk of the Company being a forced seller of assets in market downturns compared to non-perpetual funds. While we may consider a liquidity event (e.g., a merger or sale) at any time in the future, we currently do not intend to undertake a liquidity event, and we are not obligated by our charter or otherwise to effect a liquidity event at any time.

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Dividend Reinvestment Plan

We have adopted a dividend reinvestment plan, pursuant to which we will reinvest all cash dividends declared by the Board on behalf of our shareholders who do not elect to receive all or a portion of their dividends in cash as provided below. As a result, if the Board authorizes, and we declare, a cash dividend or other distribution, then our shareholders who have not opted out of our dividend reinvestment plan will have their cash distributions automatically reinvested in additional Common Shares as described below, rather than receiving the cash dividend or other distribution. Distributions on fractional Common Shares will be credited to each participating shareholder’s account to three decimal places.

A participating shareholder will receive an amount of Common Shares equal to the total dollar amount of the dividend or distribution on that participant’s Common Shares divided by the Per Share NAV as of the last day of the Company's fiscal quarter immediately preceding the date such distribution was declared, provided that in the event a distribution is declared on the last day of a fiscal quarter, the NAV shall be deemed to be the Per Share NAV as of such day.

We intend to use primarily newly issued Common Shares to implement the plan. Common Shares issued under the dividend reinvestment plan will not reduce outstanding Capital Commitments.

No action is required on the part of a registered shareholder to have his, her or its cash dividend or other distribution reinvested in our Common Shares. Shareholders can elect to “opt out” of the Company's dividend reinvestment plan and elect to receive its entire dividend or a portion of its dividend in cash at any time by notifying State Street Bank and Trust Company (“State Street”), the Company’s plan administrator, in writing. If, however, a shareholder requests to change its election within 10 business days prior to a distribution, the request will be effective only with respect to distributions after the 10 business day period. State Street has set up an account for Shares acquired through the plan for each shareholder who has not elected to receive cash dividends or distributions in cash and hold the Shares in non-certificated form.

There are no brokerage charges or other charges to shareholders who participate in the plan.

The plan is terminable by the Company upon notice in writing mailed to each shareholder of record at least 30 days prior to any record date for the payment of any cash dividend or distribution by the Company. If a participant elects by written notice to the plan administrator to have the plan administrator sell part or all of the Shares held by the plan administrator in the participant’s account and remit the proceeds to the participant, the plan administrator is authorized to deduct a $15.00 transaction fee plus a brokerage commission from the proceeds.

Valuation Procedures

The Board has designated the Adviser as its “valuation designee” pursuant to Rule 2a-5 under the 1940 Act, and in that role the Adviser is responsible for performing fair value determinations relating to all of the Company's investments, including periodically assessing and managing any material valuation risks and establishing and applying fair value methodologies, in accordance with valuation policies and procedures that have been approved by the Board. The Adviser, as "valuation designee," is responsible for determining the fair value of our portfolio investments, subject to the oversight of the Board.

In calculating the value of our total assets, we value investments for which market quotations are readily available at such market quotations if they are deemed to represent fair value. Debt and equity securities that are not publicly traded or whose market price is not readily available or whose market quotations are not deemed to represent fair value are valued at fair value as determined in good faith by or under the direction of the Adviser. Market quotations may be deemed not to represent fair value in certain circumstances where the Adviser reasonably believes that facts and circumstances applicable to an issuer, a seller or purchaser or the market for a particular security causes current market quotes not to reflect the fair value of the security. Examples of these events could include cases in which material events are announced after the close of the market on which a security is primarily traded, when a security trades infrequently causing a quoted purchase or sale price to become stale or in the event of a “fire sale” by a distressed seller.

If and when market quotations are deemed not to represent fair value, we typically utilize independent third party valuation firms to assist us in determining fair value. Accordingly, such investments go through our multi-step valuation process as described below. The Adviser engages multiple independent valuation firms based on a review of each firm’s expertise and relevant experience in valuing certain securities. In each case, our independent valuation firms consider observable market inputs together with significant unobservable inputs in arriving at their valuation recommendations for such Level 3 categorized assets.

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With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, our Adviser undertakes a multi-step valuation process each quarter, as described below:

(1)

Independent valuation firms engaged conduct independent appraisals and assessments for all the investments they have been engaged to review. If an independent valuation firm is not engaged during a particular quarter, the valuation may be conducted by the Adviser;

(2)

At least each quarter, the valuation will be reassessed and updated by the Adviser or an independent valuation firm to reflect company specific events and latest market data;

(3)

Preliminary valuation conclusions are then documented and discussed with senior management of our Adviser;

(4)

The Adviser discusses valuations and determines in good faith the fair value of each investment in our portfolio based on the input of the applicable independent valuation firm; and

(5)

For Level 3 investments entered into within the current quarter, the cost (purchase price adjusted for accreted original issue discount/amortized premium) or any recent comparable trade activity on the security investment shall be considered to reasonably approximate the fair value of the investment, provided that no material change has since occurred in the issuer’s business, significant inputs or the relevant environment.

Investments are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. During the year ended December 31, 2025, there were no significant changes to the Company’s valuation techniques and related inputs considered in the valuation process. In following these approaches, the types of factors that we may take into account in fair value pricing our investments include, as relevant:

•

available current market data, including relevant and applicable market trading and transaction comparables,

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applicable market yields and multiples,

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security covenants,

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seniority of investments in the investee company’s capital structure,

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call protection provisions,

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information rights,

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the nature and realizable value of any collateral,

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the portfolio company’s ability to make payments,

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earnings and discounted cash flows,

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the markets in which the portfolio company does business,

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comparisons of financial ratios of peer companies that are public,

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M&A comparables,

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our principal market (as the reporting entity); and

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enterprise values, among other factors.

Determination of fair values involves subjective judgments and estimates not susceptible to substantiation by auditing procedures. Accordingly, under current auditing standards, the notes to our consolidated financial statements, refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on our consolidated financial statements.

As part of its oversight, our Board reviews the valuations of our portfolio investments quarterly and, no less frequently than annually, the adequacy of our policies and procedures regarding valuations and the effectiveness of their implementation.

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Material U.S. Federal Income Tax Consideration

The following discussion is a general summary of certain U.S. federal income tax considerations applicable to us and the purchase, ownership and disposition of our shares. This discussion does not purport to be complete or to deal with all aspects of U.S. federal income taxation that may be relevant to shareholders in light of their particular circumstances. Unless otherwise noted, this discussion applies only to U.S. shareholders that hold our shares as capital assets. A U.S. shareholder is an individual who is a citizen or resident of the United States, a U.S. corporation, a trust if it (a) is subject to the primary supervision of a court in the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) has made a valid election to be treated as a U.S. person, or any estate the income of which is subject to U.S. federal income tax regardless of its source. This discussion is based upon present provisions of the Code, the regulations promulgated thereunder, and judicial and administrative ruling authorities, all of which are subject to change, or differing interpretations (possibly with retroactive effect). This discussion does not represent a detailed description of the U.S. federal income tax consequences relevant to special classes of taxpayers including, without limitation, financial institutions, insurance companies, investors in pass-through entities, U.S. shareholders whose “functional currency” is not the U.S. dollar, tax-exempt organizations, dealers in securities or currencies, traders in securities or commodities that elect mark to market treatment, or persons that will hold our shares as a position in a “straddle,” “hedge” or as part of a “constructive sale” for U.S. federal income tax purposes. In addition, this discussion does not address the application of the Medicare tax on net investment income or the U.S. federal alternative minimum tax, or any tax consequences attributable to persons being required to accelerate the recognition of any item of gross income with respect to our shares as a result of such income being recognized on an applicable financial statements. Prospective investors should consult their tax advisors with regard to the U.S. federal tax consequences of the purchase, ownership, or disposition of our shares, as well as the tax consequences arising under the laws of any state, foreign country or other taxing jurisdiction.

Taxation as a Regulated Investment Company

The Company has elected to be treated, and intends to qualify each taxable year thereafter, as a RIC under Subchapter M of the Code.

To qualify for the favorable tax treatment accorded to RICs under Subchapter M of the Code, the Company must, among other things:

(1) have an election in effect to be treated as a BDC under the 1940 Act at all times during each taxable year;

(2) have filed with its return for the taxable year an election to be a RIC or have made such election for a previous taxable year;

(3) derive in each taxable year at least 90% of its gross income from (a) dividends, interest, payments with respect to certain securities loans, and gains from the sale or other disposition of stock or securities or foreign currencies, or other income (including but not limited to gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities, or currencies; and (b) net income derived from an interest in certain publicly-traded partnerships that are treated as partnerships for U.S. federal income tax purposes and that derive less than 90% of their gross income from the items described in (a) above (each, a “Qualified Publicly-Traded Partnership”); and

(4) diversify its holdings so that, at the end of each quarter of each taxable year of the Company (a) at least 50% of the value of the Company’s total assets is represented by cash and cash items (including receivables), U.S. government securities and securities of other RICs, and other securities for purposes of this calculation limited, in respect of any one issuer to an amount not greater in value than 5% of the value of the Company’s total assets, and to not more than 10% of the outstanding voting securities of such issuer, and (b) not more than 25% of the value of the Company’s total assets is invested in the securities (other than U.S. government securities or securities of other RICs) of (I) any one issuer, (II) any two or more issuers which the Company controls and which are determined to be engaged in the same or similar trades or businesses or related trades or businesses or (III) any one or more Qualified Publicly-Traded Partnerships (described in 3(b) above).

As a RIC, the Company generally will not be subject to U.S. federal income tax on its investment company taxable income (as that term is defined in the Code, but determined without regard to the deduction for dividends paid) and net capital gain (the excess of net long-term capital gain over net short-term capital loss), if any, that it distributes in each taxable year to its shareholders, provided that it distributes at least 90% of the sum of its investment company taxable income and its net tax-exempt income for such taxable year. Generally, the Company intends to distribute to its shareholders, at least annually, substantially all of its investment company taxable income and net capital gains, if any.

Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% U.S. federal excise tax. To prevent imposition of the excise tax, the Company must distribute during each calendar year an amount at least equal to the sum of (i) 98% of its ordinary income for the calendar year, (ii) 98.2% of its capital gains in excess of its capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 of the calendar year and (iii) any ordinary income and capital gains for previous years that were not distributed during those years. For these purposes, the Company will be deemed to have distributed any income or gains on which it paid U.S. federal income tax.

A distribution will be treated as paid on December 31 of any calendar year if it is declared by the Company in October, November or December with a record date in such a month and paid by the Company during January of the following calendar year. Such distributions will be taxable to shareholders in the calendar year in which the distributions are declared, rather than the calendar year in which the distributions are received.

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If the Company failed to qualify as a RIC or failed to satisfy the 90% distribution requirement in any taxable year, the Company would be subject to U.S. federal income tax at regular corporate rates on its taxable income (including distributions of net capital gain), even if such income were distributed to its shareholders, and all distributions out of earnings and profits would be taxed to shareholders as ordinary dividend income. Such distributions generally would be eligible (i) to be treated as “qualified dividend income” in the case of individual and other non-corporate shareholders and (ii) for the dividends received deduction in the case of corporate shareholders. In addition, the Company could be required to recognize unrealized gains, pay taxes and make distributions (which could be subject to interest charges) before requalifying for taxation as a RIC.

While the Company generally intends to qualify as a RIC for each taxable year, it is possible that as we ramp up our portfolio we may not satisfy the diversification requirements described above, and thus may not qualify as a RIC, for the short taxable year from the date on which we break escrow for our offering. In such case, however, we anticipate that the associated tax liability would not be material, and that such non-compliance would not have a material adverse effect on our business, financial condition and results of operations, although there can be no assurance in this regard. The remainder of this discussion assumes that the Company qualifies as a RIC for each taxable year.

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Item 1A. Risk Factors

Investing in the Company involves a number of significant risks relating to the current environment, our business and structure, our investments, issuance of our preferred shares, and an investment in our common shares. As a result, there can be no assurance that we will achieve our investment objective. You should carefully consider the risks described below, together with all of the other information included in this report, before you decide whether to invest in the Company. The risks set forth below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may have a material adverse effect on our business, financial condition and/or operating results.

Risks Related to the Current Environment

From time to time, capital markets may experience periods of disruption and instability. Such disruptions may result in, amongst other things, write- offs, the re-pricing of credit risk, the failure of financial institutions or worsening general economic conditions, any of which could materially and adversely impact the broader financial and credit markets and reduce the availability of debt and equity capital for the market as a whole and financial services firms in particular. There can be no assurance these market conditions will not occur or worsen in the future, including economic and political events in or affecting the world’s major economies, such as the ongoing armed conflicts between Russia and Ukraine in Europe and among Israel, Iran, Hamas and other militant groups in the Middle East, including the joint U.S.-Israeli strikes on Iran in February 2026, political unrest in South America and recent U.S. military action overseas. Sanctions imposed by the U.S. and other countries, including in connection with hostilities between Russia and Ukraine and tensions between China and Taiwan, have caused additional financial market volatility and affected the global economy. Concerns over future inflation volatility, economic recession, and interest rate volatility and fluctuations in oil and gas prices resulting from global production and demand levels, as well as geopolitical tensions, have exacerbated market volatility. In addition, social unrest, changes regarding immigration and work permit policies and other political and security concerns may not abate, which may cause the debt and equity capital markets and, as a result, our business to be adversely affected both within and outside of regions experiencing ongoing conflicts. Market uncertainty and volatility have also been magnified as a result of the current U.S. presidential administration and ongoing uncertainties regarding actual and potential shifts in U.S. and foreign, trade, economic and other policies, including with respect to treaties and tariffs. In addition to impacting the capital markets, global economic, political and market conditions could have a significant adverse effect on our business, financial condition and results of operations.

Volatility and dislocation in the capital markets can also create a challenging environment in which to raise or access debt capital. Such conditions could make it difficult to extend the maturity of or refinance our existing indebtedness or obtain new indebtedness with similar terms and any failure to do so could have a material adverse effect on our business. The debt capital that will be available to us in the future, if at all, may be impacted by changes in and uncertainty surrounding interest rates. Depending on the interest rate environment and general state of credit markets, potential debt capital may be available only at a higher cost and on terms and conditions less favorable than what we have historically experienced.

Significant disruption or volatility in the capital markets may also have a negative effect on the valuations of our investments. While most of our investments are not publicly traded, applicable accounting standards require us to assume as part of our valuation process that our investments are sold in a principal market to market participants (even if we plan on holding an investment through its maturity). Significant disruption or volatility in the capital markets may also affect the pace of our investment activity and the potential for liquidity events involving our investments. Thus, the illiquidity of our investments may make it difficult for us to sell such investments to access capital if required, and as a result, we could realize significantly less than the value at which we have recorded our investments if we were required to sell them for liquidity purposes. An inability to raise or access capital could have a material adverse effect on our business, financial condition or results of operations. If we are unable to raise or refinance debt, then our equity investors may not benefit from the potential for increased returns on equity resulting from leverage and we may be limited in our ability to make new commitments or to fund existing commitments to our portfolio companies.

A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of our information resources. These incidents may be an intentional attack or an unintentional event and could involve gaining unauthorized access to our information systems for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption. The risk of a security breach or disruption, particularly through cyber-attacks or cyber intrusions, including by computer hackers, nation-state affiliated actors, and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased, and will likely continue to increase in the future. Such threats are prevalent and continue to rise, are increasingly difficult to detect, and come from a variety of sources, including traditional computer “hackers,” threat actors, “hacktivists,” organized criminal threat actors, personnel (such as through theft or misuse), sophisticated nation states, and nation-state-supported actors. Some actors now engage and are expected to continue to engage in cyber-attacks, including, without limitation, nation-state actors for geopolitical reasons and in conjunction with military conflicts and defense activities. During times of war and other major conflicts, we and the third-party service providers upon which we rely may be vulnerable to a heightened risk of these attacks, including retaliatory cyberattacks.

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The result of these incidents could include disrupted operations, misstated or unreliable financial data, disrupted market price of our common stock, misappropriation of assets, liability for stolen assets or information, increased cybersecurity protection and insurance costs, regulatory enforcement, litigation and damage to our investor relationships. These risks require continuous and likely increasing attention and other resources from us, Apollo and third-party service providers to, among other actions, identify and quantify these risks, upgrade and expand our technologies, systems and processes to adequately address them and provide periodic training for the Adviser's employees to assist them in detecting phishing, malware and other schemes. Such attention diverts time and other resources from other activities and there is no assurance that such efforts will be effective. Additionally, the cost of maintaining such systems and processes, procedures and internal controls may increase from its current level.

In the normal course of business, we and our third-party service providers collect and retain certain personal information provided by borrowers, employees and vendors. We also rely extensively on computer systems to process transactions and manage our business. We can provide no assurance that the data security measures designed to protect confidential information on our systems established by us and our service providers will be able to prevent unauthorized access to this personal information. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not be detected and, in fact, may not be detected. Accordingly, we and our service providers may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us and our service providers to entirely mitigate this risk.

Remote work has become more common among the employees and personnel of the Adviser, Apollo and other third-party service providers and has increased risks to the information technology systems and confidential, proprietary, and sensitive data of the Adviser, Apollo and other third-party service providers as more of those employees utilize network connections, computers, and devices outside of the employer's premises or network, including working at home, while in transit, and in public locations. Those employees working remotely could expose the Adviser, Apollo and other third-party service providers to additional cybersecurity risks and vulnerabilities as their systems could be negatively affected by vulnerabilities present in external systems and technologies outside of their control.

Our business depends on the communications and information systems of Apollo and other third-party service providers. Such systems may fail to operate properly or become disabled as a result of cyber incidents. Any failure or interruption of the systems of Apollo or any other counterparties that we rely on could cause delays or other problems and could have a material adverse effect on our operating results. None of us, the Adviser or Apollo have experienced any material breach of cybersecurity. However, we can provide no assurance that the networks and systems that we, the Adviser, Apollo or our third-party service providers have established or use will be effective. As our reliance on technology has increased, so have the risks posed to our communications and information systems, both internal and those provided by the Adviser, Apollo and third-party service providers. Apollo's processes, procedures and internal controls that are designed to mitigate cybersecurity risks and cyber intrusions do not guarantee that a cyber incident will not occur or that our financial results, operations or confidential information will not be negatively impacted by such an incident. Despite the security policies and procedures, Apollo has implemented that were designed to safeguard our systems and confidential, proprietary, and sensitive data and to manage cybersecurity risk, there can be no assurance that these measures will be effective. Apollo takes steps to monitor and develop our information technology networks and infrastructure and invest in the development and enhancement of our controls designed to prevent, detect, respond to, and mitigate the risk of unauthorized access, misuse, computer viruses, and other events that could have a security impact.

Even if we are not targeted directly, cyberattacks on the U.S. and foreign governments, financial markets, financial institutions, or other businesses, including borrowers, vendors, software creators, cybersecurity service providers, and other third parties with whom we do business and rely, may occur, and such events could disrupt our normal business operations and networks in the future.

We are exposed to risks associated with changes in interest rates.

We are subject to financial market risks, including changes in interest rates. General interest rate fluctuations may have a substantial negative impact on our ability to make investments, the value of our investments and our ability to realize gains from the disposition of investments and, accordingly, have a material adverse effect on our investment objectives and our rate of return on invested capital. On one hand, a reduction in the interest rates on new investments relative to interest rates on current investments could have an adverse impact on our net investment income, which also could be negatively impacted by our borrowers making prepayments on their loans. On the other hand, an increase in interest rates could increase the interest repayment obligations of our borrowers and result in challenges to their financial performance and ability to repay their obligations, adversely affecting the credit quality of our investments. In addition, an increase in interest rates would make it more expensive to use debt for our financing needs.

An increase in interest rates could also decrease the value of any investments we hold that earn fixed interest rates, including subordinated loans, senior and junior secured and unsecured debt securities and loans and high yield bonds, and also could increase our interest expense, thereby decreasing our net income. Moreover, an increase in interest rates available to investors could make investment in our common stock less attractive if we are not able to increase our dividend rate, which could reduce the value of our common stock. Federal Reserve policy, including with respect to certain interest rates and the decision to end its quantitative easing policy, may also adversely affect the value, volatility and liquidity of dividend- and interest-paying securities. From time to time, we may also enter into certain hedging transactions to mitigate our exposure to changes in interest rates. In the past, we have entered into certain hedging transactions, such as interest rate swap agreements, to mitigate our exposure to adverse fluctuations in interest rates, and we may do so again in the future. However, we cannot assure you that such transactions will be successful in mitigating our exposure to interest rate risk. There can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

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Our debt investments are based on fixed and floating rates, such as Euro Interbank Offer Rate (“EURIBOR”), Term SOFR, the Federal Funds Rate or the Prime Rate. Market prices tend to fluctuate more for fixed-rate securities that have longer maturities. Although we have no policy governing the maturities of our investments, under current market conditions we expect that we will invest in a portfolio of debt generally having stated terms of up to ten years, but the expected average life of such investments is generally between three and five years. Market prices for debt that pays a fixed rate of return tend to decline as interest rates rise. This means that we are subject to greater risk (other things being equal) than a fund invested solely in shorter-term, fixed-rate securities. Market prices for floating rate investments may also fluctuate in rising rate environments with prices tending to decline when credit spreads widen. A decline in the prices of the debt we own could adversely affect our net assets resulting from operations and the market price of our common shares.

Rising interest rates may also increase the cost of debt for our underlying portfolio companies, which could adversely impact their financial performance and ability to meet ongoing obligations to us. Also, an increase in interest rates available to investors could make an investment in our common shares less attractive if we are not able to pay dividends at a level that provides a similar return, which could reduce the value of our common shares.

Inflation may adversely affect our business.

Inflation and fluctuations in inflation rates have had in the past, and may in the future have, negative effects on economies and financial markets, particularly in emerging economies. For example, wages and prices of inputs increase during periods of inflation, which can negatively impact returns on investments. In an attempt to stabilize inflation, countries may impose wage and price controls or otherwise intervene in the economy. Governmental efforts to curb inflation often have negative effects on the level of economic activity. There can be no assurance that inflation will not become a serious problem in the future and have an adverse impact on the Company’s returns.

Economic activity has continued to accelerate across sectors and regions. Nevertheless, global supply chain issues have led, and may in the future lead, to a rise in energy prices. Inflation may continue in the near to medium-term, particularly in the U.S., with the possibility that monetary policy continues to tighten in response. Persistent inflationary pressures could affect our portfolio companies’ profit margins.

Economic and trade sanctions could make it more difficult or costly for us to conduct our operations or achieve our business objectives.

Economic and trade sanctions laws in the United States and other jurisdictions may prohibit us from transacting with or in certain countries and with certain individuals, companies and industry sectors. In the United States, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), administers and enforces laws, Executive Orders and regulations establishing U.S. sanctions. Such sanctions prohibit, among other things, transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. These entities and individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. In addition, certain sanctions programs prohibit dealing with individuals or entities in certain countries, or certain securities and certain industry sectors regardless of whether relevant individuals or entities appear on the lists maintained by OFAC, which may make it more difficult for us to comply with applicable sanctions. These types of sanctions may significantly restrict or limit our investment activities in certain countries (in particular, certain emerging market countries). We may from time to time be subject to trade sanctions laws and regulations of other jurisdictions, which may be inconsistent with or even seek to prohibit compliance with certain sanctions programs administered by OFAC. The legal uncertainties arising from those conflicts may make it more difficult or costly for us to navigate investment activities that are subject to sanctions administered by OFAC or the laws and regulations of other jurisdictions. Some jurisdictions where the Company or its portfolio companies do business from time to time have adopted measures prohibiting compliance with certain U.S. sanctions programs, which may make compliance with all applicable sanctions impossible.

At the same time, the Company may be obligated to comply with certain anti-boycott laws and regulations that prevent us from engaging in certain discriminatory practices that may be allowed or required in certain jurisdictions. The Company’s refusal to discriminate in this manner could make it more difficult for us to pursue certain investments and engage in certain business activities, and any compliance with such practices could subject us to fines, penalties, and adverse legal and reputational consequences.

The ongoing armed conflicts as a result of the Russian invasion of Ukraine and the conflict in the Middle East may have a material adverse impact on us and our portfolio companies.

The Russian invasion of Ukraine and the conflict in the Middle East, including the joint U.S.-Israeli strikes on Iran in February 2026, have led, are currently leading, and for an unknown period of time may continue to lead to disruptions in local, regional, national, and global markets and economies affected thereby and could have a negative impact on the economy and business activity globally (including in the countries in which the Company invests), and therefore could adversely affect the performance of the Company’s investments. Furthermore, the aforementioned conflicts and the varying involvement of the United States and other NATO countries could preclude prediction as to their ultimate adverse impact on global economic and market conditions, and, as a result, presents material uncertainty and risk with respect to the Company and the performance of its investments or operations, and the ability of the Company to achieve its investment objectives. Additionally, to the extent that third parties, investors, or related customer bases have material operations or assets in such conflict zones, they may have adverse consequences related to the ongoing conflict.

Price declines in the medium- and large-sized U.S. corporate debt market may adversely affect the fair value of our portfolio, reducing our NAV through increased net unrealized depreciation.

Conditions in the medium- and large-sized U.S. corporate debt market may deteriorate, which may cause pricing levels to similarly decline or be volatile. As a result, our NAV could decline through an increase in unrealized depreciation and incurrence of realized losses in connection with the sale of our investments, which could have a material adverse impact on our business, financial condition and results of operations.

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Trade negotiations and related government actions may create regulatory uncertainty for our portfolio companies and our investment strategies and adversely affect the profitability of our portfolio companies.

In recent years, the U.S. government has indicated its intent to alter its approach to international trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries, and has made proposals and taken actions related thereto. For example, the U.S. government has imposed, and may in the future further increase, tariffs on certain foreign goods, including from China, such as steel and aluminum. Some foreign governments, including China, have instituted retaliatory tariffs on certain U.S. goods. Most recently, the current U.S. presidential administration has imposed or sought to impose significant increases to tariffs on goods imported into the U.S., including from China, Canada and Mexico. Tariffs on imported goods could further increase costs, decrease margins, reduce the competitiveness of products and services offered by current and future portfolio companies and adversely affect the revenues and profitability of portfolio companies whose businesses rely on goods imported from such impacted jurisdictions.

There is uncertainty as to further actions that may be taken under the current U.S. presidential administration with respect to U.S. trade policy. Further governmental actions related to the imposition of tariffs or other trade barriers, or changes to international trade agreements or policies, could further increase costs, decrease margins, reduce the competitiveness of products and services offered by current and future portfolio companies and adversely affect the revenues and profitability of companies whose businesses rely on goods imported from outside of the United States. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the U.S. Any of these factors could depress economic activity and restrict our portfolio companies’ access to suppliers or customers and have a material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact us.

The current state of the economy and volatility in the global financial markets could have a material adverse effect on our business, financial condition and results of operations.

Global financial markets have experienced heightened volatility in recent periods, including as a result of economic and political events in or affecting the world’s major economies, such as the ongoing armed conflicts between Russia and Ukraine in Europe and among Israel, Iran, Hamas and other militant groups in the Middle East, including the joint U.S.-Israeli strikes on Iran in February 2026, political unrest in South America and recent U.S. military action overseas. Sanctions imposed by the U.S. and other countries, including in connection with hostilities between Russia and Ukraine and the tensions between China and Taiwan, have caused additional financial market volatility and affected the global economy. Concerns over future increases in inflation, economic recession, and interest rate volatility and fluctuations in oil and gas prices resulting from global production and demand levels, as well as geopolitical tensions, have exacerbated market volatility. Market volatility has been further exacerbated by social unrest, changes regarding immigration and work permit policies and other political and security concerns both in the United States and across various international regions. Because of interrelationships within the global financial markets, if these issues do not abate, or if they worsen or spread, our and our portfolio companies', businesses may be adversely affected both within and outside of the directly affected regions.

Changes in trade policies, including the imposition of new tariffs or increases in existing tariffs, or reactionary measures in response thereto, including retaliatory tariffs, legal challenges, or currency manipulation, could adversely affect the market conditions in which we and our portfolio companies operate. These factors may affect the level and volatility of credit and securities prices and the liquidity and value of our investments, and we and our portfolio companies may not be able to successfully manage our exposure to these conditions.

In addition, numerous structural dynamics and persistent market trends have exacerbated volatility and market uncertainty. Concerns over significant volatility in the commodities markets, sluggish economic expansion in foreign economies, including continued concerns over growth prospects in China and emerging markets, growing debt loads for certain countries, uncertainty about the consequences of the U.S. and other governments withdrawing monetary stimulus measures, government agency closures, prolonged government shutdowns and speculation about a possible recession all highlight the fact that economic conditions remain unpredictable and volatile. U.S. debt ceiling and budget deficit concerns have increased the possibility of additional credit-rating downgrades and economic slowdowns or a recession in the U.S. In recent periods, geopolitical tensions, including between the U.S. and China, have escalated. Further escalation of such tensions and the related imposition of sanctions or other trade barriers may negatively impact the rate of global growth, particularly in China, where growth has slowed. Moreover, there is a risk of both sector-specific and broad-based volatility, corrections and/or downturns in the equity and credit markets. Any of the foregoing could have a significant impact on the markets in which we and our portfolio companies operate and have a significant adverse effect on our business, financial condition and results of operations.

A number of factors have had and may continue to have an adverse impact on credit markets in particular. In 2025, the weakness and the uncertainty regarding the stability of the oil and gas markets resulted in a tightening of credit across multiple sectors. In addition, the Federal Reserve decreased the federal funds rate three times in 2025. Changes in and uncertainty surrounding interest rates may have a material effect on our business, particularly with respect to the cost and availability of financing, which could have a material adverse impact on our business prospects and financial condition. Additionally, the Republican Party currently controls both the executive and legislative branches of the U.S. federal government, which increases the likelihood that legislation may be adopted that could significantly affect the regulation of U.S. financial markets. Regulatory changes could result in greater competition from banks and other lenders with which we compete for lending and other investment opportunities.

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During periods of difficult market conditions or slowdowns (which may be across one or more industries, sectors or geographies), companies in which we invest may experience decreased revenues, financial losses, credit rating downgrades, difficulty in obtaining access to financing and increased funding costs. During such periods, these companies may also have difficulty in expanding their businesses and operations and be unable to meet their debt service obligations or other expenses as they become due, including expenses payable to us. Negative financial results in our portfolio companies may reduce the value of our portfolio companies, our net asset value and our investment returns, which could have a material adverse effect on our operating results and cash flow. In addition, such conditions would increase the risk of default with respect to our investments. We may be adversely affected by reduced opportunities to exit and realize value from our investments, by lower than expected returns on investments made prior to the deterioration of the credit markets and by our inability to find suitable investments to effectively deploy capital. This could in turn materially reduce our net asset value and dividends and adversely affect our financial prospects and condition.

We are subject to risks associated with artificial intelligence, including the application of various forms of artificial intelligence such as machine learning technology.

Recent technological advances in artificial intelligence, including machine learning technology (“Machine Learning Technology”), pose risks to us and our portfolio companies. We and our portfolio companies could be exposed to the risks of Machine Learning Technology if third-party service providers or any counterparties use Machine Learning Technology in their business activities. We and the Adviser are not in a position to control the use of Machine Learning Technology in third-party products or services. Use of Machine Learning Technology could include the input of confidential information in contravention of applicable policies, contractual or other obligations or restrictions, resulting in such confidential information becoming partly accessible by other third-party Machine Learning Technology applications and users. Machine Learning Technology and its applications continue to develop rapidly, and we cannot predict the risks that may arise from such developments. Machine Learning Technology has the potential to result in significant and disruptive changes in companies, sectors or industries, including those in which we invest, and any such changes could create new and unpredictable operational, legal and/or regulatory risks.

Machine Learning Technology is generally highly reliant on the collection and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that Machine Learning Technology utilizes to operate. Certain data in such models will inevitably contain a degree of inaccuracy and error and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of Machine Learning Technology. To the extent we or our portfolio companies are exposed to the risks of Machine Learning Technology use, any such inaccuracies or errors could adversely impact us or our portfolio companies. In the current period of technological and commercial innovation, startup and other companies have found success disrupting traditional approaches to industry or market practices, and the frequency of such disruptions is expected to increase. Such disruptions could negatively impact us and our investments, alter market practices on which our investment strategy depends to create investment returns, significantly disrupt the market in which we operate and/or subject us to increased competition.

Certain of our portfolio companies’ businesses could be adversely affected by the effects of health pandemics or epidemics, which could have a negative impact on our and our portfolio companies’ businesses and operations.

Certain of our portfolio companies’ businesses could be adversely affected by the effects of health pandemics or epidemics. Another severe health pandemic or epidemic can disrupt our and our portfolio companies’ businesses and materially and adversely impact our and/or their financial results.

We and/or our portfolio companies may be materially and adversely impacted by global climate change.

Climate change is widely considered to be a significant threat to the global economy. Our business operations and our portfolio companies may face risks associated with climate change, including risks related to the impact of climate-related legislation and regulation (both domestically and internationally), risks related to climate-related business trends (such as the process of transitioning to a lower-carbon economy), and risks stemming from the physical impacts of climate change, such as the increasing frequency or severity of extreme weather events and rising sea levels and temperatures.

Risks Related to Our Business and Structure

We are a relatively new company and have a limited operating history.

The Company is a non-diversified, closed-end management investment company that has elected to be regulated as a BDC with a limited operating history. As a result, prospective investors have a limited track record or history on which to base their investment decision. We are subject to the business risks and uncertainties associated with recently formed businesses, including the risk that we will not achieve our investment objective and the value of a shareholder’s investment could decline substantially or become worthless. While we believe that the past professional experiences of the Investment Team, including investment and financial experience of the Adviser’s senior management, will increase the likelihood that the Adviser will be able to manage the Company successfully, there can be no assurance that this will be the case.

Our Board may change our operating policies and strategies without prior notice or shareholder approval, the effects of which may be adverse to our results of operations and financial condition.

Our Board has the authority to modify or waive our current operating policies, investment criteria and strategies without prior notice and without shareholder approval. We cannot predict the effect any changes to our current operating policies, investment criteria and strategies would have on our business, NAV, operating results and value of our shares. However, the effects might be adverse, which could negatively impact our ability to pay you distributions and cause you to lose all or part of your investment. Moreover, we have significant flexibility in investing the net proceeds from our continuous offering and may use the net proceeds from our continuous offering in ways with which investors may not agree or for purposes other than those contemplated in this Annual Report.

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Our Board may amend our Declaration of Trust without prior shareholder approval.

Our Board may, without shareholder vote, subject to certain exceptions, amend or otherwise supplement the Declaration of Trust by making an amendment, a Declaration of Trust supplemental thereto or an amended and restated Declaration of Trust, including without limitation to classify the Board, to impose advance notice bylaw provisions for Trustee nominations or for shareholder proposals, to require super-majority approval of transactions with significant shareholders or other provisions that may be characterized as anti-takeover in nature.

Our ability to achieve our investment objective depends on the ability of the Adviser to manage and support our investment process. If the Adviser or Apollo were to lose any members of their respective senior management teams, our ability to achieve our investment objective could be significantly harmed.

Since we have no employees, we depend on the investment expertise, skill and network of business contacts of the broader networks of the Adviser and its affiliates. The Adviser evaluates, negotiates, structures, executes, monitors and services our investments. Our future success depends to a significant extent on the continued service and coordination of Apollo and its senior management team. The departure of any members of Apollo’s senior management team could have a material adverse effect on our ability to achieve our investment objective.

Our ability to achieve our investment objective depends on the Adviser’s ability to identify and analyze, and to invest in, finance and monitor companies that meet our investment criteria. The Adviser’s capabilities in structuring the investment process, providing competent, attentive and efficient services to us, and facilitating access to financing on acceptable terms depend on the employment of investment professionals in an adequate number and of adequate sophistication to match the corresponding flow of transactions. To achieve our investment objective, the Adviser may need to hire, train, supervise and manage new investment professionals to participate in our investment selection and monitoring process. The Adviser may not be able to find investment professionals in a timely manner or at all. Failure to support our investment process could have a material adverse effect on our business, financial condition and results of operations.

The Advisory Agreement has been approved pursuant to Section 15 of the 1940 Act. In addition, the Advisory Agreement has termination provisions that allow the parties to terminate the agreement. The Advisory Agreement may be terminated at any time, without penalty, by us upon 60 days’ written notice or by the Adviser upon 120 days’ written notice. If the Advisory Agreement is terminated, it may adversely affect the quality of our investment opportunities. In addition, in the event the Advisory Agreement is terminated, it may be difficult for us to replace the Adviser.

Our financial condition, business and results of operations, as well as our ability to meet our payment obligations under future indebtedness, if any, and pay distributions, are likely to be adversely affected, and the value of our Common Shares may decline.

Because our business model depends to a significant extent upon relationships with private equity sponsors, investment banks and commercial banks, the inability of the Adviser to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.

The Adviser depends on the broader Apollo relationships with private equity sponsors, investment banks and commercial banks, and we rely to a significant extent upon these relationships to provide us with potential investment opportunities. If the Adviser or its organizations fail to maintain their existing relationships or develop new relationships with other sponsors or sources of investment opportunities, we may not be able to grow our investment portfolio. In addition, individuals with whom the Adviser or its broader organizations have relationships are not obligated to provide us with investment opportunities, and, therefore, there is no assurance that such relationships will generate investment opportunities for us.

The failure of major financial institutions, namely banks, or sustained financial market illiquidity, could adversely affect our and/or our portfolio companies’ businesses and results of operations.

The failure of certain financial institutions, namely banks, may increase the possibility of a sustained deterioration of financial market liquidity, or illiquidity at clearing, cash management and/or custodial financial institutions. The failure of a bank (or banks) with which we and/or our portfolio companies have a commercial relationship could adversely affect, among other things, our and/or our portfolio companies’ ability to pursue key strategic initiatives, including by affecting our ability to borrow from financial institutions on favorable terms. Our direct origination platform generally focuses on mature companies backed by well-funded large sponsors (e.g., private equity firms), typically with significant equity capital invested. In the event a portfolio company, or potential portfolio company, has a commercial relationship with a bank that has failed or is otherwise distressed, such portfolio company may experience delays or other issues in meeting certain obligations or consummating transactions. Additionally, if a portfolio company’s sponsor has a commercial relationship with a bank that has failed or is otherwise distressed, the portfolio company may experience issues receiving financial support from a sponsor to support its operations or consummate transactions, to the detriment of their business, financial condition and/or results of operations. In addition, such bank failure(s) could affect, in certain circumstances, the ability of both affiliated and unaffiliated co-lenders, including syndicate banks or other fund vehicles, to undertake and/or execute co-investment transactions with us, which in turn may result in fewer co-investment opportunities being made available to us or impact our ability to provide additional follow-on support to portfolio companies. Our and our portfolio companies’ ability to spread banking relationships among multiple institutions may be limited by certain contractual arrangements, including liens placed on their respective assets as a result of a bank agreeing to provide financing.

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We may face increasing competition for investment opportunities, which could delay deployment of our capital, reduce returns and result in losses.

We compete for investments with other BDCs and investment funds (including private equity funds, mezzanine funds, performing and other credit funds, and funds that invest in CLOs, structured notes, derivatives and other types of collateralized securities and structured products), as well as traditional financial services companies such as commercial banks and other sources of funding. These other BDCs and investment funds might be reasonable investment alternatives to us and may be less costly or complex with fewer and/or different risks than we have. Moreover, alternative investment vehicles, such as hedge funds, have begun to invest in areas in which they have not traditionally invested, including making investments in large private U.S. companies. As a result of these new entrants, competition for investment opportunities in private U.S. borrowers may intensify. Some of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. For example, some competitors may have a lower cost of capital and access to funding sources that are not available to us. In addition, some of our competitors may have higher risk tolerances or different risk assessments than we have. These characteristics could allow our competitors to consider a wider variety of investments, establish more relationships and offer better pricing and more flexible structuring than we are able to do. We may lose investment opportunities if we do not match such competitors’ pricing, terms or structure. If we are forced to match such competitors’ pricing, terms or structure, we may not be able to achieve acceptable returns on our investments or may bear substantial risk of capital loss.

Under the 1940 Act, we are required to carry our portfolio investments at market value or, if there is no readily available market value, at fair value as determined pursuant to policies adopted by, and subject to the oversight of, our Board. There is not a public market for the securities of the privately-held companies in which we invest. Many of our investments are not publicly-traded or actively traded on a secondary market. As a result, we value these securities quarterly at fair value as determined in good faith as required by the 1940 Act. In connection with striking a NAV as of the last day of a month that is not also the last day of a calendar quarter, the Company will consider whether there has been a material change to such investments as to affect their fair value, but such analysis will be more limited than the quarter end process.

As part of our valuation process, we will take into account relevant factors in determining the fair value of the Company’s investments without market quotations, many of which are loans, including and in combination, as relevant: (i) the estimated enterprise value of a portfolio company, (ii) the nature and realizable value of any collateral, (iii) the portfolio company’s ability to make payments based on its earnings and cash flow, (iv) the markets in which the portfolio company does business, (v) a comparison of the portfolio company’s securities to any similar publicly traded securities, and (vi) overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. Our determinations of fair value may differ materially from the values that would have been used if a ready market for these non-traded securities existed. Due to this uncertainty, our fair value determinations may cause our NAV on a given date to materially differ from the value that we may ultimately realize upon the sale of one or more of our investments.

There is a risk that investors in our shares may not receive distributions or that our distributions may decrease over time.

We may not achieve investment results that will allow us to make a specified or stable level of cash distributions and our distributions may decrease over time. In addition, due to the asset coverage test applicable to us as a BDC, we may be limited in our ability to make distributions.

The amount of any distributions we may make is uncertain. Our distributions may exceed our earnings, particularly during the period before we have substantially invested the net proceeds from our public offering. Therefore, portions of the distributions that we make may represent a return of capital to you that will lower your tax basis in your shares and reduce the amount of funds we have for investment in targeted assets.

We may fund our cash distributions to shareholders from any sources of funds available to us, including borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, dividends or other distributions paid to us on account of preferred and common equity investments in portfolio companies and fee and expense reimbursement waivers from the Adviser or the Administrator, if any. Our ability to pay distributions might be adversely affected by, among other things, the impact of one or more of the risk factors described in this Annual Report. In addition, the inability to satisfy the asset coverage test applicable to us as a BDC may limit our ability to pay distributions. All distributions are and will be paid at the discretion of our Board and will depend on our earnings, our financial condition, maintenance of our RIC status, compliance with applicable BDC regulations and such other factors as our Board may deem relevant from time to time. We cannot assure you that we will continue to pay distributions to our shareholders in the future. In the event that we encounter delays in locating suitable investment opportunities, we may pay all or a substantial portion of our distributions from borrowings or sources other than cash flow from operations in anticipation of future cash flow, which may constitute a return of your capital. A return of capital is a return of your investment, rather than a return of earnings or gains derived from our investment activities.

Although we do not intend to fund distributions from sources other than operating cash flow in the ordinary course, we may fund distributions from other sources, including but not limited to, proceeds of the offering, if, for example, we determine that it would not be in the best interests of shareholders to sell portfolio investments in a market downturn and we are unable to borrow due to 1940 Act asset coverage limitations to fund distributions. As discussed elsewhere in this Annual Report, we are generally required to distribute 90% of our ordinary income to ensure RIC tax treatment and we may take such actions to ensure we meet the applicable RIC tax treatment requirements. Please see, “Risk Factors—Federal Income Tax Risks—We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income.” To the extent we pay distributions from a source other than net investment income, we are required to notify shareholders of the sources of such distribution pursuant to Section 19 and Rule 19a-1 under the 1940 Act. Any distributions we make will be at the discretion of the Board, which has a fiduciary duty to shareholders, taking into account factors such as our disclosure to investors, earnings, cash flow, capital needs and general financial condition and the requirements of Delaware law.

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Our distributions to shareholders may be funded from expense reimbursements or waivers of investment advisory fees that are subject to repayment pursuant to our Expense Support and Conditional Reimbursement Agreement.

Substantial portions of our distributions may be funded through the reimbursement of certain expenses by our Adviser and its affiliates, including through the waiver of certain investment advisory fees by our Adviser. Any such distributions funded through expense reimbursements or waivers of advisory fees will not be based on our investment performance, and can only be sustained if we achieve positive investment performance in future periods and/or our Adviser and its affiliates continue to make such reimbursements or waivers of such fees. Our future repayments of amounts reimbursed or waived by our Adviser or its affiliates will reduce the distributions that shareholders would otherwise receive in the future. There can be no assurance that we will achieve the performance necessary to be able to pay distributions at a specific rate or at all. Our Adviser and its affiliates have no obligation to waive advisory fees or otherwise reimburse expenses in future periods.

We have not established any limit on the amount of funds we may use from available sources, such as borrowings, if any, or proceeds from our offering, to fund distributions (which may reduce the amount of capital we ultimately invest in assets).

We intend to generally fund distributions from operating cash flow in the ordinary course. However, shareholders should understand that we may make distributions from sources other than cash flow from operations or relying on fee or expense reimbursement waivers, if any, from the Adviser or the Administrator and that such distributions are not based on our investment performance, and can only be sustained if we achieve positive investment performance in future period and/or the Adviser or the Administrator continues to makes such expense reimbursements, if any. The extent to which we pay distributions from sources other than cash flow from operations will depend on various factors, including the level of participation in our distribution reinvestment plan, how quickly we invest the proceeds from this and any future offering and the performance of our investments. To the extent that we borrow to fund distributions, the payment of interest on such borrowings will decrease the Company’s NAV, which would also cause the price per share in our offering to decrease. Shareholders should also understand that any amounts we use to pay distributions to shareholders from sources other than cash flow from operations may be required to be repaid in the future and that our future repayments of such amounts to the Adviser or any lender will reduce the amount of the future distributions. There can be no assurance that we will achieve such performance in order to sustain these distributions, or be able to pay distributions at all. The Adviser and the Administrator have no obligation to waive fees or receipt of expense reimbursements, if any.

Although we expect to effectuate a share repurchase program, we have discretion to not repurchase your shares or to suspend the program.

The Company intends to effectuate a share repurchase program, at the discretion of our Board, that will purchase Common Shares pursuant to one or more tender offers at the request of its shareholders. Our Board may amend or suspend the share repurchase program at any time in its discretion. For example, in accordance with our Board’s fiduciary duty to the Company and shareholders, it may amend or suspend the share repurchase program during periods of market dislocation where selling assets to fund a repurchase could have a materially negative impact on remaining shareholders. You may not be able to sell your shares on a timely basis in the event our Board amends or suspends the share repurchase program, absent a liquidity event, and we currently do not intend to undertake a liquidity event, and we are not obligated by our charter or otherwise to effect a liquidity event at any time. Following any such suspension, the Board will reinstate the share repurchase program when appropriate and subject to its fiduciary duty to the Company and shareholders. We will notify you of such developments in our quarterly reports or other filings. If less than the full amount of Common Shares requested to be repurchased in any given repurchase offer are repurchased, funds will be allocated pro rata based on the total number of Common Shares being repurchased without regard to class. The share repurchase program has many limitations and should not be considered a guaranteed method to sell shares promptly or at a desired price.

The timing of our repurchase offers pursuant to our share repurchase program may be at a time that is disadvantageous to our shareholders.

In the event a shareholder chooses to participate in our share repurchase program, the shareholder will be required to provide us with notice of intent to participate prior to knowing what the NAV per share being repurchased will be on the Repurchase Date. Although a shareholder will have the ability to withdraw a repurchase request prior to the Repurchase Date, to the extent a shareholder seeks to sell shares to us as part of our periodic share repurchase program, the shareholder will be required to do so without knowledge of what the repurchase price of our shares will be on the Repurchase Date.

Changes in interest rates may affect our cost of capital and net investment income.

Since we intend to use debt to finance a portion of our investments, our net investment income will depend, in part, upon the difference between the rate at which we borrow funds and the rate at which we invest those funds. As a result, we can offer no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. In periods of rising interest rates when we have debt outstanding, our cost of funds will increase, which could reduce our net investment income. We expect that our long-term fixed-rate investments will be financed primarily with equity and long-term debt. We may use interest rate risk management techniques in an effort to limit our exposure to interest rate fluctuations. These techniques may include various interest rate hedging activities to the extent permitted by the 1940 Act. These activities may limit our ability to participate in the benefits of lower interest rates with respect to the hedged portfolio. Adverse developments resulting from changes in interest rates or hedging transactions could have a material adverse effect on our business, financial condition and results of operations. Also, we have limited experience in entering into hedging transactions, and we will initially have to purchase or develop such expertise.

A rise in the general level of interest rates can be expected to lead to higher interest rates applicable to our debt investments. Accordingly, an increase in interest rates would make it easier for us to meet or exceed the incentive fee hurdle rate and may result in a substantial increase in the amount of incentive fees payable to the Adviser with respect to pre-incentive fee net investment income.

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A lack of liquidity in certain of our investments may adversely affect our business.

We intend to invest in certain companies whose securities are not publicly-traded or actively traded on the secondary market, and whose securities are subject to legal and other restrictions on resale or will otherwise be less liquid than publicly-traded securities. The illiquidity of certain investments may make it difficult for us to sell these investments when desired. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we had previously recorded these investments. The reduced liquidity of our investments may make it difficult for us to dispose of them at a favorable price, and, as a result, we may suffer losses. Moreover, investments purchased by us that are liquid at the time of purchase may subsequently become illiquid due to events relating to the issuer, market events, economic conditions or investor perceptions.

As a public reporting company, we are subject to regulations not applicable to private companies, such as provisions of the Sarbanes-Oxley Act. Efforts to comply with such regulations will involve significant expenditures, and noncompliance with such regulations may adversely affect us.

As a public reporting company, we are subject to the Sarbanes-Oxley Act, and the related rules and regulations promulgated by the SEC. Our management is required to report on our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. We are required to review on an annual basis our internal control over financial reporting, and on a quarterly and annual basis to evaluate and disclose changes in our internal control over financial reporting. As a relatively new company, developing and maintaining an effective system of internal controls may require significant expenditures, which may negatively impact our financial performance and our ability to make distributions. This process also will result in a diversion of our management’s time and attention. We cannot be certain of when our evaluation, testing and remediation actions will be completed or the impact of the same on our operations. In addition, we may be unable to ensure that the process is effective or that our internal controls over financial reporting are or will be effective in a timely manner. In the event that we are unable to develop or maintain an effective system of internal controls and maintain or achieve compliance with the Sarbanes-Oxley Act and related rules, we may be adversely affected.

Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until there is a public market for our shares, which is not expected to occur.

We may experience fluctuations in our quarterly results.

We could experience fluctuations in our quarterly operating results due to a number of factors, including our ability or inability to make investments in companies that meet our investment criteria, the interest rate payable on the loans or other debt securities we originate or acquire, the level of our expenses (including our borrowing costs), variations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which we encounter competition in our markets and general economic conditions. As a result of these factors, results for any previous period should not be relied upon as being indicative of performance in future periods.

Our ability to enter into transactions with our affiliates is restricted.

We are prohibited under the 1940 Act from participating in certain transactions with certain affiliates (including portfolio companies of other clients) without the prior approval of a majority of the independent members of our Board and, in some cases, the SEC. Any person that owns, directly or indirectly, 5% or more of our outstanding voting securities will be our affiliate for purposes of the 1940 Act and generally we will be prohibited from buying or selling any securities from or to such affiliate, absent the prior approval of our Board. However, we may under certain circumstances purchase any such affiliate’s loans or securities in the secondary market, which could create a conflict for the Adviser between our interests and the interests of such affiliate, in that the ability of the Adviser to recommend actions in our best interest may be limited. The 1940 Act also prohibits certain “joint” transactions with certain of our affiliates, which could include investments in the same portfolio company (whether at the same or closely related times), without prior approval of our Board and, in some cases, the SEC. If a person acquires more than 25% of our voting securities, we will be prohibited from buying or selling any security from or to such person or certain of that person’s affiliates, or entering into prohibited joint transactions (including certain co-investments) with such persons, absent the prior approval of the SEC. Similar restrictions limit our ability to transact business with our officers, Trustees, investment advisers, sub-advisers or their affiliates. As a result of these restrictions, we may be prohibited from buying or selling any security from or to any fund or any portfolio company of a fund managed by the Adviser, or entering into joint arrangements such as certain co-investments with these companies or funds without the prior approval of the SEC, which may limit the scope of investment opportunities that would otherwise be available to us.

We have obtained exemptive relief from the SEC that allows us to engage in co-investment transactions with the Adviser and its affiliates, subject to certain terms and conditions. However, while the terms of the exemptive relief require that the Adviser will be given the opportunity to cause us to participate in certain transactions originated by affiliates of the Adviser, the Adviser may determine that we not participate in those transactions and for certain other transactions (as set forth in guidelines approved by the Board) the Adviser may not have the opportunity to cause us to participate.

General economic conditions could adversely affect the performance of our investments.

The global growth cycle is in a mature phase and signs of slowdown are evident in certain regions around the world. Periods of elevated inflation and high interest rates, such as those experienced in recent years, can contribute to significant volatility in debt and equity markets. These events, and any future similar disruptions that may arise, may have a continued adverse impact on economic and market conditions, and may lead to significant declines in corporate earnings or loan performance, and the ability of corporate borrowers to service their debt, any of which could trigger a period of global economic slowdown, and have an adverse impact on the performance and financial results of the Company, and the value and the liquidity of the shares.

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It may be difficult to bring suit or foreclosure in non-U.S. countries.

Because the effectiveness of the judicial systems in the countries in which the Company may invest varies, the Company (or any portfolio company) may have difficulty in foreclosing or successfully pursuing claims in the courts of such countries, as compared to the United States or other countries. Further, to the extent the Company or a portfolio company may obtain a judgment but is required to seek its enforcement in the courts of one of these countries in which the Company invests, there can be no assurance that such courts will enforce such judgment. The laws of other countries often lack the sophistication and consistency found in the United States with respect to foreclosure, bankruptcy, corporate reorganization or creditors’ rights.

The nature of bankruptcy proceedings may impact the value of the Company’s investments.

A portfolio company may become involved in a reorganization, bankruptcy or other proceeding. In any such event, the Company may lose its entire investment, may be required to accept cash or securities or assets with a value less than the Company’s original investment and/or may be required to accept payment over an extended period of time.

In the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of an obligor, holders of debt instruments ranking senior to the Company’s investments would typically be entitled to receive payment in full before the Company receives any distributions in respect of its investments. After repaying the senior creditors, such obligor may not have any remaining assets to repay its obligations to the Company. In the case of debt ranking equally with the loans or debt securities in which the Company invests, the Company would have to share on an equal basis any distributions with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant investee company. Each jurisdiction in which the Company invests has its own insolvency laws. As a result, investments in similarly situated investee companies in different jurisdictions may well confer different rights in the event of insolvency.

A portfolio company that becomes distressed or any distressed asset received by the Company in a restructuring would require active monitoring. Involvement by the Adviser in a company’s reorganization proceedings could result in the imposition of restrictions limiting the Company’s ability to liquidate its position therein. Bankruptcy proceedings involve a number of significant risks. Many of the events within a bankruptcy litigation are adversarial and often beyond the control of the creditors. While creditors generally are afforded an opportunity to object to significant actions, there can be no assurance that a bankruptcy court would not approve actions which may be contrary to the interests of the Company, particularly in those jurisdictions which give a comparatively high priority to preserving the debtor company as a going concern, or to protecting the interests of either creditors with higher ranking claims in bankruptcy or of other stakeholders, such as employees.

Generally, the duration of a bankruptcy case can only be roughly estimated. The reorganization of a company usually involves the development and negotiation of a plan of reorganization, plan approval by creditors and confirmation by the bankruptcy court. This process can involve substantial legal, professional and administrative costs to the company and the Company; it is subject to unpredictable and lengthy delays, particularly in jurisdictions which do not have specialized insolvency courts or judges and/or may have a higher risk of political interference in insolvency proceedings, all of which may have adverse consequences for the Company. During such process, the company’s competitive position may erode, key management may depart and the company may not be able to invest adequately. In some cases, the company may not be able to reorganize and may be required to liquidate assets. Although the Company will invest only in debt, the debt of companies in financial reorganization will, in most cases, not pay current interest, may not accrue interest during reorganization and may be adversely affected by an erosion of the issuer’s fundamental values. Such investments can result in a total loss of principal.

One of the protections offered in certain jurisdictions in bankruptcy proceedings is a stay on required payments by the borrower on loans or other securities. When a portfolio company or other issuer seeks relief under the bankruptcy laws of a particular jurisdiction (or has a petition filed against it), an automatic stay prevents all entities, including creditors, from foreclosing or taking other actions to enforce claims, perfect liens or reach collateral securing such claims. Creditors who have claims against the issuer prior to the date of the bankruptcy filing must generally petition the court to permit them to take any action to protect or enforce their claims or their rights in any collateral. Such creditors may be prohibited from doing so if the court concludes that the value of the property in which the creditor has an interest will be “adequately protected” during the proceedings. If the bankruptcy court’s assessment of adequate protection is inaccurate, a creditor’s collateral may be wasted without the creditor being afforded the opportunity to preserve it. Thus, even if the Company holds a secured claim, it may be prevented from collecting the liquidation value of the collateral securing its debt, unless relief from the automatic stay is granted by the court. If relief from the stay is not granted, the Company may not realize a distribution on account of its secured claim until a plan of reorganization or liquidation for the debtor is confirmed. Bankruptcy proceedings are inherently litigious, time consuming, highly complex and driven extensively by facts and circumstances, which can result in challenges in predicting outcomes. The equitable power of bankruptcy judges also can result in uncertainty as to the ultimate resolution of claims. A stay on payments to be made on the assets of the Company could adversely affect the value of those assets and the Company itself. Other protections in such proceedings may include forgiveness of debt, the ability to create super-priority liens in favor of certain creditors of the debtor and certain well-defined claims procedures. Additionally, the numerous risks inherent in the insolvency process create a potential risk of loss by the Company of its entire investment in any particular issuer. Insolvency laws may, in certain jurisdictions, result in a restructuring of the debt without the Company’s consent under the “cramdown” provisions of applicable insolvency laws and may also result in a discharge of all or part of the debt without payment to the Company.

Security interests held by creditors are closely scrutinized and frequently challenged in bankruptcy proceedings and may be invalidated for a variety of reasons. For example, security interests may be set aside because, as a technical matter they have not been perfected properly under applicable law. If a security interest is invalidated, the secured creditor loses the value of the collateral and because loss of the secured status causes the claim to be treated as an unsecured claim, the holder of such claim will be more likely to experience a significant loss of its investment. There can be no assurance that the security interests securing the Company’s claims will not be challenged vigorously and found defective in some respect, or that the Company will be able to prevail against the challenge. As such, investments in issuers involved in such proceedings could subject the Company to certain additional potential liabilities that may exceed the value of the Company’s original investment therein.

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Moreover, under applicable bankruptcy law, debt may be disallowed or subordinated to the claims of other creditors if the creditor is found guilty of certain inequitable conduct resulting in harm to other parties with respect to the affairs of a company or other issuer filing for protection from creditors. In addition, creditors’ claims may be treated as equity if they are deemed to be contributions to capital, or if a creditor attempts to control the outcome of the business affairs of an issuer prior to its filing under such laws. If a creditor is found to have interfered with an issuer’s affairs to the detriment of other creditors or shareholders, the creditor may be held liable for damages to injured parties. There can be no assurance that claims for equitable subordination or creditor liability will not be asserted with respect to the Company’s portfolio investments.

While the challenges to liens and debt normally occur in a bankruptcy proceeding, the conditions or conduct that would lead to an attack in a bankruptcy proceeding could in certain circumstances result in actions brought by other creditors of the debtor, shareholders of the debtor or even the debtor itself in other U.S. state or U.S. federal proceedings, including pursuant to state fraudulent transfer laws. As is the case in a bankruptcy proceeding, there can be no assurance that such claims will not be asserted or that the Company will be able successfully to defend against them. To the extent that the Company assumes an active role in any legal proceeding involving the debtor, the Company may be prevented from disposing of securities issued by the debtor due to the Company’s possession of material, non-public information concerning the debtor.

U.S. bankruptcy law permits the classification of “substantially similar” claims in determining the classification of claims in a reorganization for purpose of voting on a plan of reorganization. Because the standard for classification is vague, there exists a significant risk that the Company’s influence with respect to a class of claims can be lost by the inflation of the number and the amount of claims in, or other gerrymandering of, the class. In addition, certain administrative costs and claims that have priority by law over the claims of certain creditors (for example, claims for taxes) may be quite high.

The insolvency of a portfolio company and related proceedings there may be a materially adverse effect on the performance of the Company.

If a court in a lawsuit brought by a creditor or representative of creditors (such as a trustee in bankruptcy) of a portfolio company were to find that:

(a)

the portfolio company did not receive fair consideration or reasonably equivalent value for incurring the indebtedness evidenced by the securities that the company issued to the Company and

(b)

after giving effect to such indebtedness and the use of the proceeds thereof, the portfolio company

was insolvent,

was engaged in a business for which its remaining assets constituted unreasonably small capital or

intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature, such court could

invalidate, in whole or in part, such indebtedness as a fraudulent conveyance,

ii.

subordinate such indebtedness to existing or future creditors of the obligor or

iii.

recover amounts previously paid by the portfolio company to the Company and/or proceeds with respect to such securities previously applied by the Company, in each case, in satisfaction of such indebtedness.

In addition, upon the insolvency of a portfolio company, payments that such portfolio company made to the Company may be subject to avoidance, cancellation and/or clawback as a “preference” if made within a certain period of time (which may be as long as two years) before insolvency. There can be no assurance as to what standard a court would apply in order to determine whether the company was “insolvent” or that, regardless of the method of valuation, a court would not determine that the company was “insolvent,” in each case, after giving effect to the indebtedness evidenced by the securities held by the Company and the use of the proceeds thereof.

In general, if payments are voidable, whether as fraudulent conveyances, extortionate transactions or preferences, such payments may be recaptured either from the initial recipient (such as the Company) or from subsequent transferees of such payments, including the shareholders. To the extent that any such amounts are recaptured from the Company, there may be a materially adverse effect on the performance of the Company.

The above discussion is based upon U.S. federal and state laws. Insofar as investments that are obligations of non-U.S. obligors are concerned, the laws of non-U.S. jurisdictions may provide for avoidance remedies under factual circumstances similar to those described above, with consequences that may or may not be analogous to those described above under U.S. federal and state laws.

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The Company may invest in portfolio companies whose capital structures may have significant leverage, which may impair these companies’ ability to finance their future operations and capital needs.

While investments in leveraged companies offer the potential opportunity for capital appreciation, such investments also involve a higher degree of risk as a result of recessions, operating problems and other general business and economic risks that may have a more pronounced effect on the profitability or survival of such companies. Such investments are inherently more sensitive to declines in revenues, competitive pressures and increases in expenses. Moreover, rising interest rates may significantly increase portfolio companies’ interest expense, causing losses and/or the inability to service debt levels. Leverage magnifies gains and losses attributable to other investment policies and practices, such as investing in below investment grade instruments. If a portfolio company cannot generate adequate cash flow to meet debt obligations, the portfolio company may default on its loan agreements or be forced into bankruptcy resulting in a restructuring of the company’s capital structure or liquidation of the company, and the Company may suffer a partial or total loss of capital invested in the portfolio company. Furthermore, to the extent companies in which the Company has invested become insolvent, the Company may determine, in cooperation with other debt holders or on its own, to engage, at the Company’s expense in whole or in part, counsel and other advisors in connection therewith. In addition to leverage in the capital structure of portfolio companies, the Company may incur leverage.

We are an “emerging growth company” under the JOBS Act, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our shares less attractive to investors.

We will remain an “emerging growth company” as defined in the JOBS Act until the earlier of:

(a)

the last day of the fiscal year (i) following the fifth anniversary of the completion of our initial public offering, (ii) in which we have total annual gross revenue of at least $1.235 billion, or (iii) in which we are deemed to be a large accelerated filer, which means the market value of our shares that is held by non affiliates exceeds $700 million as of the date of our most recently completed second fiscal quarter, and

(b)

the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

For so long as we remain an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public reporting companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We cannot predict if investors will find our shares less attractive because we will rely on some or all of these exemptions.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the 1933 Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We will take advantage of the extended transition period for complying with new or revised accounting standards, which may make it more difficult for investors and securities analysts to evaluate us since our financial statements may not be comparable to companies that comply with public reporting company effective dates and may result in less investor confidence.

Any unrealized losses we experience on our portfolio may be an indication of future realized losses, which could reduce our income available for distribution.

As a BDC, we are required to carry our investments at market value or, if no market value is ascertainable, at the fair value as determined in good faith by our Board. Decreases in the market value or fair value of our investments relative to amortized cost will be recorded as unrealized depreciation. Any unrealized losses in our portfolio could be an indication of a portfolio company’s inability to meet its repayment obligations to us with respect to the affected loans. This could result in realized losses in the future and ultimately in reductions of our income available for distribution in future periods. In addition, decreases in the market value or fair value of our investments will reduce our NAV.

Force majeure events may adversely affect our operations.

The Company may be affected by force majeure events (e.g., acts of God, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism, nationalization of industry and labor strikes). Force majeure events could adversely affect the ability of the Company or a counterparty to perform its obligations. The liability and cost arising out of a failure to perform obligations as a result of a force majeure event could be considerable and could be borne by the Company. Certain force majeure events, such as war or an outbreak of an infectious disease, could have a broader negative impact on the global or local economy, thereby affecting the Company. Additionally, a major governmental intervention into industry, including the nationalization of an industry or the assertion of control, could result in a loss to the Company if an investment is affected, and any compensation provided by the relevant government may not be adequate.

The current period of capital markets disruption and economic uncertainty may make it difficult to obtain indebtedness and any failure to do so could have a material adverse effect on our business, financial condition or results of operations.

Current market conditions may make it difficult to obtain indebtedness and any failure to do so could have a material adverse effect on our business. The debt capital that will be available to us in the future, if at all, may be at a higher cost and on less favorable terms and conditions than what we currently expect to experience, including being at a higher cost in rising rate environments. If we are unable to raise debt, then our equity investors may not benefit from the potential for increased returns on equity resulting from leverage and we may be limited in our ability to make commitments. An inability to obtain indebtedness could have a material adverse effect on our business, financial condition or results of operations.

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We may not be able to obtain all required state licenses or in any other jurisdiction where they may be required in the future.

We may be required to obtain various state licenses in order to, among other things, originate commercial loans, and may be required to obtain similar licenses from other authorities, including outside of the United States, in the future in connection with one or more investments. Applying for and obtaining required licenses can be costly and take several months. There is no assurance that we will obtain all of the licenses that we need on a timely basis. Furthermore, we will be subject to various information and other requirements in order to obtain and maintain these licenses, and there is no assurance that we will satisfy those requirements. Our failure to obtain or maintain licenses might restrict investment options and have other adverse consequences.

We are subject to risks related to ESG matters.

As part of its investment process, for certain of the Company’s investments, the Adviser considers financially material environmental, social and governance (“ESG”) factors (alongside other relevant factors) in its investment decisions in connection with general risk management and assessing the financial attractiveness of the opportunity. ESG integration does not change the Company’s investment objective, exclude specific types of companies or investments or constrain the Company's investable universe. The Adviser’s assessments related to ESG factors may not be conclusive and investments that may be negatively impacted by such factors may be purchased and retained by the Company while the Company may divest or not invest in investments that may be positively impacted by such factors. Notwithstanding anything herein and for the avoidance of doubt, it is not contemplated that the Adviser will subordinate the Company’s performance or increase the Company’s investment risks as a result of (or in connection with) the consideration of any ESG factors, nor will it promote ESG characteristics ahead of other investment considerations.

Compliance with the SEC’s Regulation Best Interest may negatively impact our ability to raise capital in our offering, which would harm our ability to achieve our investment objectives.

As of June 30, 2020, broker-dealers must comply with Regulation Best Interest, which, among other requirements, enhances the existing standard of conduct for broker-dealers and natural persons who are associated persons of a broker dealer when recommending to a retail customer any securities transaction or investment strategy involving securities to a retail customer. The impact of Regulation Best Interest on broker-dealers participating in our offering cannot be determined at this time, but it may negatively impact whether broker-dealers and their associated persons recommend our offering to retail customers. Regulation Best Interest imposes a duty of care for broker-dealers to evaluate reasonable alternatives in the best interests of their clients. Reasonable alternatives to the Company, such as listed entities, exist and may have lower expenses, less complexity and/or lower investment risk than the Company. Certain investments in listed entities may involve lower or no commissions at the time of initial purchase. Under Regulation Best Interest, broker-dealers participating in the offering must consider such alternatives in the best interests of their clients. If Regulation Best Interest reduces our ability to raise capital in our offering, it would harm our ability to create a diversified portfolio of investments, particularly while the Company has only satisfied the minimum offering amount, and achieve our investment objectives and would result in our fixed operating costs representing a larger percentage of our gross income.

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Risks Related to Our Investments

Our investments in portfolio companies are risky, and we could lose all or part of our investment.

Investments in middle-market companies are speculative and involves a number of significant risks including a high degree of risk of credit loss. Middle-market companies may have limited financial resources and may be unable to meet their obligations under their debt securities that we hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of us realizing any guarantees we may have obtained in connection with our investment. In addition, they typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. Middle-market companies are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on our portfolio companies and, in turn, on us. Middle-market companies also generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position. In addition, our executive officers, directors and our Adviser may, in the ordinary course of business, be named as defendants in litigation arising from our investments in portfolio companies.

Commodities are subject to many risks that may adversely affect some of our portfolio companies.

The prices of commodities are subject to a variety of factors such as political and regulatory changes, seasonal variations, weather, technology and market conditions. These factors and the volatility of the commodities markets make it extremely difficult to predict price movements.

Accordingly, the commodities industry has experienced significant volatility at times, which may occur in the future, and which could negatively affect the returns on any investment made by the Company in this industry.

Economic recessions or downturns could impair our portfolio companies and harm our operating results.

Many of the portfolio companies in which we make investments may be susceptible to economic slowdowns or recessions and during these periods may be unable to repay the loans we made to them. See “Item 1A. Risk Factors—Risks Relating to the Current Environment” Therefore, our non-performing assets may increase and the value of our portfolio may decrease during these periods as we are required to record our investments at their current fair value. Adverse economic conditions also may decrease the value of collateral securing some of our loans and the value of our equity investments. Economic slowdowns or recessions could lead to financial losses in our portfolio and a decrease in revenues, net income and assets. Unfavorable economic conditions also could increase our and our portfolio companies’ funding costs, limit our and our portfolio companies’ access to the capital markets or result in a decision by lenders not to extend credit to us or our portfolio companies. These events could prevent us from increasing investments and harm our operating results.

A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, acceleration of the time when the loans are due and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize the portfolio company’s ability to meet its obligations under the debt that we hold. We may incur additional expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting portfolio company. In addition, if one of our portfolio companies were to go bankrupt, depending on the facts and circumstances, including the extent to which we will actually provide significant managerial assistance to that portfolio company, a bankruptcy court might subordinate all or a portion of our claim to that of other creditors.

Our portfolio companies may be highly leveraged and a covenant breach by our portfolio companies may harm our operating results.

Some of our portfolio companies may be highly leveraged, which may have adverse consequences to these companies and to us as an investor. These companies may be subject to restrictive financial and operating covenants and the leverage may impair these companies’ ability to finance their future operations and capital needs. As a result, these companies’ flexibility to respond to changing business and economic conditions and to take advantage of business opportunities may be limited. Further, a leveraged company’s income and net assets will tend to increase or decrease at a greater rate than if borrowed money were not used.

A portfolio company’s failure to satisfy financial or operating covenants imposed by us or other lenders could lead to defaults and, potentially, termination of its loans and foreclosure on its secured assets, which could trigger cross-defaults under other agreements and jeopardize a portfolio company’s ability to meet its obligations under the debt or equity securities that we hold. We may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms, which may include the waiver of certain financial covenants, with a defaulting portfolio company.

We could, in certain circumstances, become subject to potential liabilities that may exceed the value of our original investment in a portfolio company that experiences severe financial difficulties. For example, we may be adversely affected by laws related to, among other things, fraudulent conveyances, voidable preferences, lender liability, and the bankruptcy court’s discretionary power to disallow, subordinate or disenfranchise particular claims or re-characterize investments made in the form of debt as equity contributions.

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A consequence of the limited number of investments in our portfolio is that the aggregate returns we realize may be significantly adversely affected if one or more of our significant portfolio company investments perform poorly or if we need to write down the value of any one significant investment. Beyond our income tax diversification requirements, we do not have fixed guidelines for diversification, and our portfolio could contain relatively few portfolio companies.

Our failure to make follow-on investments in our portfolio companies could impair the value of our portfolio.

Following an initial investment in a portfolio company, we may make additional investments in that portfolio company as “follow-on” investments, in order to: (1) increase or maintain in whole or in part our equity ownership percentage; (2) exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or (3) attempt to preserve or enhance the value of our investment.

We may elect not to make follow-on investments, may be constrained in our ability to employ available funds, or otherwise may lack sufficient funds to make those investments. We have the discretion to make any follow-on investments, subject to the availability of capital resources. The failure to make follow-on investments may, in some circumstances, jeopardize the continued viability of a portfolio company and our initial investment, or may result in a missed opportunity for us to increase our participation in a successful operation. Even if we have sufficient capital to make a desired follow-on investment, we may elect not to make a follow-on investment because we may not want to increase our concentration of risk, because we prefer other opportunities, or because we are inhibited by compliance with BDC requirements or the desire to maintain our tax status.

When we do not hold controlling equity interests in our portfolio companies, we may not be in a position to exercise control over our portfolio companies or to prevent decisions by management of our portfolio companies that could decrease the value of our investments.

We do not generally take controlling equity positions in our portfolio companies. To the extent that we do not hold a controlling equity interest in a portfolio company, we are subject to the risk that a portfolio company may make business decisions with which we disagree, and the stockholders and management of a portfolio company may take risks or otherwise act in ways that are adverse to our interests. Due to the lack of liquidity for the debt and equity investments that we typically hold in our portfolio companies, we may not be able to dispose of our investments in the event we disagree with the actions of a portfolio company, and may therefore suffer a decrease in the value of our investments.

We have invested and will continue to invest primarily in privately-held companies. Generally, little public information exists about these companies, and we are required to rely on the ability of the Adviser's investment professionals to obtain adequate information to evaluate the potential returns from investing in these companies.

If we are unable to uncover all material information about these companies, we may not make a fully informed investment decision, and we may lose money on our investments. Also, privately-held companies frequently have less diverse product lines and smaller market presence than public company competitors, which often are larger. These factors could affect our investment returns.

Our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies.

We have invested and intend to invest primarily in senior debt securities issued by our portfolio companies. The portfolio companies usually have, or may be permitted to incur, other debt that ranks equally with, or senior to, the debt securities in which we invest. By their terms, such debt instruments may provide that the holders are entitled to receive payment of interest or principal on or before the dates on which we are entitled to receive payments in respect of the debt securities in which we invest. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a portfolio company, holders of debt instruments ranking senior to our investment in that portfolio company would typically be entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying such senior creditors, such portfolio company may not have any remaining assets to use for repaying its obligation to us. In the case of debt ranking equally with debt securities in which we invest, we would have to share on an equal basis any distributions with other creditors holding such debt in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant portfolio company.

In addition, we may not be in a position to control any portfolio company by investing in its debt securities. As a result, we are subject to the risk that a portfolio company in which we invest may make business decisions with which we disagree and the management of such company, as representatives of the holders of their common equity, may take risks or otherwise act in ways that do not serve our interests as debt investors.

We may invest, to the extent permitted by law, in the securities and instruments of other investment companies, including private funds, and, to the extent we so invest, will bear our ratable share of any such investment company’s expenses, including management and performance fees. We will also remain obligated to pay management and incentive fees to the Adviser with respect to the assets invested in the securities and instruments of other investment companies. With respect to each of these investments, each of our common stockholders will bear his or her share of the management and incentive fee of the Adviser as well as indirectly bearing the management and performance fees and other expenses of any investment companies in which we invest.

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Our investments in foreign securities may involve significant risks in addition to the risks inherent in U.S. investments.

Our investment strategy contemplates that a portion of our investments may be in securities of foreign companies. Investing in foreign companies may expose us to additional risks not typically associated with investing in U.S. companies. These risks include changes in exchange control regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the case in the United States, higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility. These risks are likely to be more pronounced for investments in companies located in emerging markets and particularly for middle-market companies in these economies.

Although most of our investments are denominated in U.S. dollars, our investments that are denominated in a foreign currency are subject to the risk that the value of a particular currency may change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation, and political developments. We may employ hedging techniques to minimize these risks, but we can offer no assurance that we will, in fact, hedge currency risk or, that if we do, such strategies will be effective.

Hedging transactions may expose us to additional risks.

If we engage in hedging transactions, we may expose ourselves to risks associated with such transactions. We may utilize instruments such as forward contracts, currency options and interest rate swaps, caps, collars and floors to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates and market interest rates. Hedging against a decline in the values of our portfolio positions does not eliminate the possibility of fluctuations in the values of such positions or prevent losses if the values of such positions decline. However, such hedging can establish other positions designed to gain from those same developments, thereby offsetting the decline in the value of such portfolio positions. Such hedging transactions may also limit the opportunity for gain if the values of the underlying portfolio positions should increase. Moreover, it may not be possible to hedge against an exchange rate or interest rate fluctuation that is so generally anticipated that we are not able to enter into a hedging transaction at an acceptable price. Our ability to engage in hedging transactions may also be adversely affected by recent rules adopted by the CFTC.

While we may enter into transactions to seek to reduce currency exchange rate and interest rate risks, unanticipated changes in currency exchange rates or interest rates may result in poorer overall investment performance than if we had not engaged in any such hedging transactions. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio positions being hedged may vary. Moreover, for a variety of reasons, we may not seek to establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Any such imperfect correlation may prevent us from achieving the intended hedge and expose us to risk of loss. In addition, it may not be possible to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in non-U.S. currencies because the value of those securities is likely to fluctuate as a result of factors not related to currency fluctuations. Our ability to engage in hedging transactions may also be adversely affected by recent rules adopted by the CFTC. In addition, tax rules governing our transactions in hedging instruments may affect whether gains and losses recognized by us are treated as ordinary or capital, accelerate our recognition of income or gain, defer losses, and cause adjustments in our holding periods of securities, thereby affecting, among other things, whether capital gains and losses are treated as short-term or long-term. These rules could therefore affect the amount, timing and/or character of distributions to stockholders.

New market structure requirements applicable to derivatives could significantly increase the costs of utilizing over-the-counter (“OTC”) derivatives.

The Dodd-Frank Act, as amended, made broad changes to the OTC derivatives market, granted significant new authority to the Commodity Futures Trading Commission, or CFTC, and the SEC to regulate OTC derivatives (swaps and security-based swaps) and participants in these markets.

These changes include, but are not limited to: requirements that many categories of the most liquid OTC derivatives (currently limited to specified interest rate swaps and index credit default swaps) be executed on qualifying, regulated exchanges and be submitted for clearing; real-time public and regulatory reporting of specified information regarding OTC derivative transactions; and enhanced documentation requirements and recordkeeping requirements. Margin requirements for uncleared OTC derivatives and position limits are also expected to be adopted by the CFTC and other regulators in the future. The CFTC has implemented mandatory clearing and exchange-trading of certain OTC derivatives contracts including many standardized interest rate swaps and credit default index swaps. The CFTC continues to approve contracts for central clearing. Exchange-trading and central clearing are expected to reduce counterparty credit risk by substituting the clearinghouse as the counterparty to a swap and increase liquidity, but exchange-trading and central clearing do not make swap transactions risk-free. Uncleared swaps, such as nondeliverable foreign currency forwards, are subject to certain margin requirements that mandate the posting and collection of minimum margin amounts. This requirement may result in the portfolio and its counterparties posting higher margin amounts for uncleared swaps than would otherwise be the case. Certain rules require centralized reporting of detailed information about many types of cleared and uncleared swaps. Reporting of swap data may result in greater market transparency, but may subject a portfolio to additional administrative burdens, and the safeguards established to protect trader anonymity may not function as expected.

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While these changes are intended to mitigate systemic risk and to enhance transparency and execution quality in the OTC derivative markets, the impact of these changes is not known at this time. Furthermore, “financial end users,” such as us, that enter into OTC derivatives that are not cleared will, pending finalization of the applicable regulations, generally be required to provide margin to collateralize their obligations under such derivatives. Under current proposed rules, the level of margin that would be required to be collected in connection with uncleared OTC derivatives is in many cases substantially greater than the level currently required by market participants or clearinghouses.

Lastly, future CFTC or SEC rulemakings to implement the Dodd-Frank Act requirements could potentially limit or completely restrict our ability to use certain instruments as a part of our investment strategy, increase the costs of using these instruments or make them less effective. The SEC has also indicated that it may adopt new policies on the use of derivatives by registered investment companies. Such policies could affect the nature and extent of our use of derivatives.

These changes could significantly increase the costs to us of utilizing OTC derivatives, reduce the level of exposure that we are able to obtain (whether for risk management or investment purposes) through OTC derivatives, and reduce the amounts available to us to make non-derivative investments. These changes could also impair liquidity in certain OTC derivatives and adversely affect the quality of execution pricing that we are able to obtain, all of which could adversely impact our investment returns. Furthermore, the margin requirements for cleared and uncleared OTC derivatives may require that the Adviser, in order to maintain its relief from the CFTC’s CPO registration requirements, limit our ability to enter into hedging transactions or to obtain synthetic investment exposures, in either case adversely affecting our ability to mitigate risk.

Our ability to enter into transactions involving derivatives and financial commitment transactions may be limited.

In August 2022, Rule 18f-4 under the 1940 Act, regarding the ability of a BDC (or a registered investment company) to use derivatives and other transactions that create future payment or delivery obligations (except reverse repurchase agreements and similar financing transactions), became effective. Under the new rule, BDCs that make significant use of derivatives are required to operate subject to a value-at-risk leverage limit, adopt a derivatives risk management program and appoint a derivatives risk manager, and comply with various testing and board reporting requirements. These new requirements apply unless the BDC qualifies as a “limited derivatives user,” as defined under the adopted rules. Under the new rule, a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. We currently operate as a “limited derivatives user” which may limit our ability to use derivatives and/or enter into certain other financial contracts.

Our investments in the healthcare and pharmaceutical services industry sector are subject to extensive government regulation and certain other risks particular to that industry.

We invest in healthcare and pharmaceutical services. Our investments in portfolio companies that operate in this sector are subject to certain significant risks particular to that industry. The laws and rules governing the business of healthcare companies and interpretations of those laws and rules are subject to frequent change. Broad latitude is given to the agencies administering those regulations. Existing or future laws and rules could force our portfolio companies engaged in healthcare to change how they do business, restrict revenue, increase costs, change reserve levels and change business practices. Healthcare companies often must obtain and maintain regulatory approvals to market many of their products, change prices for certain regulated products and consummate some of their acquisitions and divestitures. Delays in obtaining or failing to obtain or maintain these approvals could reduce revenue or increase costs. Policy changes on the local, state and federal level, such as the expansion of the government’s role in the healthcare arena and alternative assessments and tax increases specific to the healthcare industry or healthcare products as part of federal health care reform initiatives, could fundamentally change the dynamics of the healthcare industry. In particular, health insurance reform, including The Patient Protection and Affordable Care Act and The Health Care and Education Reconciliation Act of 2010, or Health Insurance Reform Legislation, could have a significant effect on our portfolio companies in this industry sector. As Health Insurance Reform Legislation is implemented, our portfolio companies in this industry sector may be forced to change how they do business. We can give no assurance that these portfolio companies will be able to adapt successfully in response to these changes. Any of these factors could materially adversely affect the operations of a portfolio company in this industry sector and, in turn, impair our ability to timely collect principal and interest payments owed to us.

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Risks Related to the Adviser and Its Affiliates; Conflicts of Interest

The Adviser and its affiliates, including our officers and some of our Trustees, face conflicts of interest caused by compensation arrangements with us and our affiliates, which could result in actions that are not in the best interests of our shareholders.

The Adviser and its affiliates receive substantial fees from us in return for their services, and these fees could influence the advice provided to us. We pay to the Adviser an incentive fee that is based on the performance of our portfolio and an annual base management fee that is based on the value of our net assets as of the beginning of the first calendar day of the applicable month. Because the incentive fee is based on the performance of our portfolio, the Adviser may be incentivized to make investments on our behalf that are riskier or more speculative than would be the case in the absence of such compensation arrangement. The way in which the incentive fee is determined may also encourage the Adviser to use leverage to increase the return on our investments. Our compensation arrangements could therefore result in our making riskier or more speculative investments than would otherwise be the case. This could result in higher investment losses, particularly during cyclical economic downturns. See “Item 13. Certain Relationships and Related Transactions, and Trustee Independence.”

We may be obligated to pay the Adviser incentive compensation even if we incur a net loss due to a decline in the value of our portfolio.

Our Advisory Agreement entitles the Adviser to receive Pre-Incentive Fee Net Investment Income Returns regardless of any capital losses. In such case, we may be required to pay the Adviser incentive compensation for a fiscal quarter even if there is a decline in the value of our portfolio or if we incur a net loss for that quarter.

In addition, any Pre-Incentive Fee Net Investment Income Returns may be computed and paid on income that may include interest that has been accrued but not yet received. If a portfolio company defaults on a loan that is structured to provide accrued interest, it is possible that accrued interest previously included in the calculation of the incentive fee will become uncollectible. The Adviser is not under any obligation to reimburse us for any part of the incentive fee it received that was based on accrued income that we never received as a result of a default by an entity on the obligation that resulted in the accrual of such income, and such circumstances would result in our paying an incentive fee on income we never received.

There may be conflicts of interest related to obligations that the Adviser’s senior management and Investment Team have to other clients.

The members of the senior management and Investment Team serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as we do, or of investment funds managed by the same personnel. In serving in these multiple capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in our best interests or in the best interest of our shareholders. Our investment objective may overlap with the investment objectives of such investment funds, accounts or other investment vehicles. In particular, we will rely on the Adviser to manage our day-to-day activities and to implement our investment strategy. The Adviser and certain of its affiliates are presently, and plan in the future to continue to be, involved with activities that are unrelated to us. As a result of these activities, the Adviser, its officers and employees and certain of its affiliates will have conflicts of interest in allocating their time between us and other activities in which they are or may become involved, including the management of its affiliated equipment funds. The Adviser and its officers and employees will devote only as much of its or their time to our business as the Adviser and its officers and employees, in their judgment, determine is reasonably required, which may be substantially less than their full time.

We rely, in part, on the Adviser to assist with identifying investment opportunities and making investment recommendations to the Adviser. The Adviser and its affiliates are not restricted from forming additional investment funds, entering into other investment advisory relationships or engaging in other business activities. These activities could be viewed as creating a conflict of interest in that the time and effort of the members of the Adviser, its affiliates and their officers and employees will not be devoted exclusively to our business, but will be allocated between us and such other business activities of the Adviser and its affiliates in a manner that the Adviser deems necessary and appropriate. See “Item 13. Certain Relationships and Related Transactions, and Trustee Independence.”

The time and resources that individuals employed by the Adviser devote to us may be diverted and we may face additional competition due to the fact that individuals employed by the Adviser are not prohibited from raising money for or managing other entities that make the same types of investments that we target.

The Adviser and individuals employed by the Adviser are generally not prohibited from raising capital for and managing other investment entities that make the same types of investments as those we target. As a result, the time and resources that these individuals may devote to us may be diverted. In addition, we may compete with any such investment entity for the same investors and investment opportunities. We may participate in certain transactions originated by the Adviser or its affiliates under our exemptive relief from the SEC that allows us to engage in co-investment transactions with the Adviser and its affiliates, subject to certain terms and conditions. However, while the terms of the exemptive relief require that the Adviser will be given the opportunity to cause us to participate in certain transactions originated by affiliates of the Adviser, the Adviser may determine that we not participate in those transactions and for certain other transactions (as set forth in guidelines approved by the Board) the Adviser may not have the opportunity to cause us to participate. Affiliates of the Adviser, whose primary business includes the origination of investments or investing in non-originated assets, engage in investment advisory business with accounts that compete with us. See “Item 13. Certain Relationships and Related Transactions, and Trustee Independence.”

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Our shares may be purchased by the Adviser or its affiliates.

Affiliates of the Adviser have purchased and the Adviser and its affiliates in the future expect to purchase our shares. The Adviser and its affiliates will not acquire any shares with the intention to resell or re-distribute such shares. The purchase of shares by the Adviser and its affiliates could create certain risks, including, but not limited to, the following:

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the Adviser and its affiliates may have an interest in disposing of our assets at an earlier date so as to recover their investment in our shares; and

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substantial purchases of shares by the Adviser and its affiliates may limit the Adviser’s ability to fulfill any financial obligations that it may have to us or incurred on our behalf.

The Adviser relies on key personnel, the loss of any of whom could impair its ability to successfully manage us.

Our future success depends, to a significant extent, on the continued services of the officers and employees of the Adviser or its affiliates. The loss of services of one or more members of the Adviser’s management team, including members of Apollo’s investment committee, could adversely affect our financial condition, business and results of operations. The Adviser does not have an employment agreement with any of these key personnel and we cannot guarantee that all, or any particular one, will remain affiliated with us and/or the Adviser. Further, we do not intend to separately maintain key person life insurance on any of these individuals.

The compensation we pay to the Adviser will be determined without independent assessment on our behalf, and these terms may be less advantageous to us than if such terms had been the subject of arm’s-length negotiations.

The Advisory Agreement will not be entered into on an arm’s-length basis with an unaffiliated third party. As a result, the form and amount of compensation we pay the Adviser may be less favorable to us than they might have been had an investment advisory agreement been entered into through arm’s-length transactions with an unaffiliated third party.

Risks Related to Business Development Companies

Under the 1940 Act, a BDC may not acquire any asset other than assets of the type listed in section 55(a) of the 1940 Act described as “qualifying” assets, (“Qualifying Assets”) unless, at the time of and after giving effect to such acquisition, at least 70% of our total assets are Qualifying Assets. Therefore, we may be precluded from investing in what we believe are attractive investments if such investments are not Qualifying Assets. Conversely, if we fail to invest a sufficient portion of our assets in Qualifying Assets, we could lose our status as a BDC, which would have a material adverse effect on our business, financial condition and results of operations. Similarly, these rules could prevent us from making additional investments in existing portfolio companies, which could result in the dilution of our position, or could require us to dispose of investments at an inopportune time to comply with the 1940 Act. If we were forced to sell non-qualifying investments in the portfolio for compliance purposes, the proceeds from such sale could be significantly less than the current value of such investments.

Failure to maintain our status as a BDC would reduce our operating flexibility.

If we do not remain a BDC, we might be regulated as a registered closed-end investment company under the 1940 Act, which would subject us to substantially more regulatory restrictions under the 1940 Act and correspondingly decrease our operating flexibility.

Regulations governing our operation as a BDC and RIC will affect our ability to raise, and the way in which we raise, additional capital or borrow for investment purposes, which may have a negative effect on our growth.

As a result of the annual distribution requirement to qualify as a RIC, we may need to periodically access the capital markets to raise cash to fund new investments. We may issue “senior securities,” as defined under the 1940 Act, including borrowing money from banks or other financial institutions only in amounts such that our asset coverage meets the threshold set forth in the 1940 Act immediately after each such issuance. The 1940 Act currently requires an asset coverage of at least 150% (i.e., the amount of debt may not exceed two-thirds of the value of our assets). Our ability to issue different types of securities is also limited. Compliance with these requirements may unfavorably limit our investment opportunities and reduce our ability in comparison to other companies to profit from favorable spreads between the rates at which we can borrow and the rates at which we can lend. As a BDC, therefore, we intend to continuously issue equity at a rate more frequent than our privately-owned competitors, which may lead to greater shareholder dilution.

We expect to borrow for investment purposes. If the value of our assets declines, we may be unable to satisfy the asset coverage test, which would prohibit us from paying distributions and could prevent us from qualifying as a RIC. If we cannot satisfy the asset coverage test, we may be required to sell a portion of our investments and, depending on the nature of our debt financing, repay a portion of our indebtedness at a time when such sales may be disadvantageous.

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Under the 1940 Act, we generally are prohibited from issuing or selling our shares at a price per share, after deducting selling commissions, that is below our NAV per share. We may, however, sell our shares, or warrants, options or rights to acquire our shares, at a price below the current NAV of our shares if our Board, including our independent Trustees, determine that such sale is in our best interests and the best interests of our shareholders, and our shareholders, as well as those shareholders that are not affiliated with us, approve such sale. In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board, closely approximates the fair value of such securities.

We are uncertain of our sources for funding our future capital needs; if we cannot obtain debt or equity financing on acceptable terms, our ability to acquire investments and to expand our operations will be adversely affected.

The net proceeds from the sale of shares will be used for our investment opportunities, operating expenses and for payment of various fees and expenses such as base management fees, incentive fees and other expenses. Any working capital reserves we maintain may not be sufficient for investment purposes, and we may require debt or equity financing to operate. Accordingly, in the event that we develop a need for additional capital in the future for investments or for any other reason, these sources of funding may not be available to us. Consequently, if we cannot obtain debt or equity financing on acceptable terms, our ability to acquire investments and to expand our operations will be adversely affected. As a result, we would be less able to create and maintain a broad portfolio of investments and achieve our investment objective, which may negatively impact our results of operations and reduce our ability to make distributions to our shareholders.

We are a non-diversified investment company within the meaning of the 1940 Act, and therefore we are not limited with respect to the proportion of our assets that may be invested in securities of a single issuer.

We are classified as a non-diversified investment company within the meaning of the 1940 Act, which means that we are not limited by the 1940 Act with respect to the proportion of our assets that we may invest in securities of a single issuer. Under the 1940 Act, a “diversified” investment company is required to invest at least 75% of the value of its total assets in cash and cash items, government securities, securities of other investment companies and other securities limited in respect of any one issuer to an amount not greater than 5% of the value of the total assets of such company and no more than 10% of the outstanding voting securities of such issuer. As a non-diversified investment company, we are not subject to this requirement. To the extent that we assume large positions in the securities of a small number of issuers, or within a particular industry, our NAV may fluctuate to a greater extent than that of a diversified investment company as a result of changes in the financial condition or the market’s assessment of the issuer. We may also be more susceptible to any single economic or regulatory occurrence than a diversified investment company or to a general downturn in the economy. However, we will be subject to the diversification requirements applicable to RICs under Subchapter M of the Code.

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Risks Related to Debt Financing

When we borrow money, the potential for loss on amounts invested in us will be magnified and may increase the risk of investing in us. Borrowed money may also adversely affect the return on our assets, reduce cash available for distribution to our shareholders and result in losses.

The use of borrowings, also known as leverage, increases the volatility of investments by magnifying the potential for loss on invested equity capital. The use of leverage involves increased risk, including increased variability of the Company’s net income, distributions and NAV in relation to market changes. If the value of our assets decreases, leverage would cause NAV to decline more sharply than it otherwise would have had we not leveraged. Similarly, any decrease in our income would cause net income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect our ability to make distributions to our shareholders. In addition, our shareholders will bear the burden of any increase in our expenses as a result of our use of leverage, including interest expenses and any increase in the management or incentive fees payable to the Adviser.

We use and expect to continue to use leverage to finance our investments. The amount of leverage that we employ will depend on the Adviser’s and our Board’s assessment of market and other factors at the time of any proposed borrowing. There can be no assurance that leveraged financing will be available to us on favorable terms or at all. However, to the extent that we use leverage to finance our assets, our financing costs will reduce cash available for distributions to shareholders. Moreover, we may not be able to meet our financing obligations and, to the extent that we cannot, we risk the loss of some or all of our assets to liquidation or sale to satisfy the obligations. In such an event, we may be forced to sell assets at significantly depressed prices due to market conditions or otherwise, which may result in losses.

As a BDC, we generally are required to meet a coverage ratio of total assets to total borrowings and other senior securities, which include all of our borrowings and any preferred shares that we may issue in the future, of at least 150%. If this ratio were to fall below 150%, we could not incur additional debt and could be required to sell a portion of our investments to repay some debt when it is disadvantageous to do so. This could have a material adverse effect on our operations and investment activities. Moreover, our ability to make distributions to you may be significantly restricted or we may not be able to make any such distributions whatsoever. The amount of leverage that we will employ will be subject to oversight by our Board, a majority of whom are independent Trustees with no material interests in such transactions.

Although borrowings by the Company have the potential to enhance overall returns that exceed the Company’s cost of funds, they will further diminish returns (or increase losses on capital) to the extent overall returns are less than the Company’s cost of funds. In addition, borrowings by the Company may be secured by the shareholders’ investments as well as by the Company’s assets and the documentation relating to such borrowing may provide that during the continuance of a default under such borrowing, the interests of the investors may be subordinated to such borrowing.

Our credit facility imposes financial and operating covenants that restrict our business activities, including limitations that could hinder our ability to finance additional loans and investments or to make the distributions required to maintain our status as a regulated investment company. A failure to renew our facilities or to add new or replacement debt facilities or issue additional debt securities or other evidences of indebtedness could have a material adverse effect on our business, financial condition or results of operations.

The following table illustrates the effect of leverage on returns from an investment in our shares assuming various annual returns on our portfolio, net of expenses. The calculations in the table below are hypothetical, and actual returns may be higher or lower than those appearing in the table below.


Assumed Return on Portfolio (Net of Expenses) (1)	(10	%)	(5	%)	0	%	5	%	10	%
Corresponding Return to Common Stockholders (2)	(32	%)	(20	%)	(8	%)	4	%	17	%

(1)

The assumed portfolio return is required by SEC regulations and is not a prediction of, and does not represent, our projected or actual performance. Actual returns may be greater or less than those appearing in the table. Pursuant to SEC regulations, this table is calculated as of December 31, 2025. As a result, it has not been updated to take into account any changes in assets or leverage since December 31, 2025.

(2)

In order to compute the “Corresponding Return to Common Shareholders,” the “Assumed Return on Portfolio” is multiplied by the total value of our assets at December 31, 2025 to obtain an assumed return to us. From this amount, the interest expense (calculated by multiplying the weighted average interest rate of 5.59% by the approximately $560.8 million of principal debt outstanding, excluding deferred financing costs) is subtracted to determine the return available to shareholders. The return available to shareholders is then divided by the total value of our net assets as of December 31, 2025 to determine the “Corresponding Return to Common Shareholders.”

We may default under our credit facilities.

In the event we default under a credit facility or other borrowings, our business could be adversely affected as we may be forced to sell a portion of our investments quickly and prematurely at what may be disadvantageous prices to us in order to meet our outstanding payment obligations and/or support working capital requirements under such borrowing facility, any of which would have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, following any such default, the agent for the lenders under such borrowing facility could assume control of the disposition of any or all of our assets which constitute collateral, including the selection of such assets to be disposed and the timing of such disposition, which would have a material adverse effect on our business, financial condition, results of operations and cash flows.

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Provisions in a credit facility may limit our investment discretion.

A credit facility may be backed by all or a portion of our loans and securities on which the lenders will have a security interest. We may pledge up to 100% of our assets and may grant a security interest in all of our assets under the terms of any debt instrument we enter into with lenders. We expect that any security interests we grant will be set forth in a pledge and security agreement and evidenced by the filing of financing statements by the agent for the lenders. In addition, we expect that the custodian for our securities serving as collateral for such loan would include in its electronic systems notices indicating the existence of such security interests and, following notice of occurrence of an event of default, if any, and during its continuance, will only accept transfer instructions with respect to any such securities from the lender or its designee. If we were to default under the terms of any debt instrument, the agent for the applicable lenders would be able to assume control of the timing of disposition of any or all of our assets securing such debt, which would have a material adverse effect on our business, financial condition, results of operations and cash flows.

In addition, any security interests and/or negative covenants required by a credit facility may limit our ability to create liens on assets to secure additional debt and may make it difficult for us to restructure or refinance indebtedness at or prior to maturity or obtain additional debt or equity financing. In addition, if our borrowing base under a credit facility were to decrease, we may be required to secure additional assets in an amount sufficient to cure any borrowing base deficiency. In the event that all of our assets are secured at the time of such a borrowing base deficiency, we could be required to repay advances under a credit facility or make deposits to a collection account, either of which could have a material adverse impact on our ability to fund future investments and to make distributions.

In addition, we may be subject to limitations as to how borrowed funds may be used, which may include restrictions on geographic and industry concentrations, loan size, payment frequency and status, average life, collateral interests an investment ratings, as well as regulatory restrictions on leverage which may affect the amount of funding that may be obtained. There may also be certain requirements relating to portfolio performance, including required minimum portfolio yield and limitations on delinquencies and charge-offs, a violation of which could limit further advances and, in some cases, result in an event of default. An event of default under a credit facility could result in an accelerated maturity date for all amounts outstanding thereunder, which could have a material adverse effect on our business and financial condition. This could reduce our liquidity and cash flow and impair our ability to grow our business.

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Federal Income Tax Risks

We will be subject to corporate-level income tax if we are unable to qualify as a RIC under Subchapter M of the Code or to satisfy RIC distribution requirements.

To obtain and maintain RIC tax treatment under Subchapter M of the Code, we must, among other things, meet annual distribution, income source and asset diversification requirements. If we do not qualify for or maintain RIC tax treatment for any reason and are subject to corporate income tax, the resulting corporate taxes could substantially reduce our net assets, the amount of income available for distribution and the amount of our distributions.

We may have difficulty paying our required distributions if we recognize income before or without receiving cash representing such income.

For federal income tax purposes, we may be required to recognize taxable income in circumstances in which we do not receive a corresponding payment in cash. For example, if we hold debt obligations that are treated under applicable tax rules as having original issue discount (such as zero coupon securities, debt instruments with payment-in-kind ("PIK") interest or, in certain cases, increasing interest rates or debt instruments that were issued with warrants), we must include in income each year a portion of the original issue discount that accrues over the life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also have to include in income other amounts that we have not yet received in cash, such as deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or stock. We anticipate that a portion of our income may constitute original issue discount or other income required to be included in taxable income prior to receipt of cash. Further, we may elect to amortize market discount and include such amounts in our taxable income in the current year, instead of upon disposition, as an election not to do so would limit our ability to deduct interest expenses for tax purposes.

Because any original issue discount or other amounts accrued will be included in our investment company taxable income for the year of the accrual, we may be required to make a distribution to our shareholders in order to satisfy the annual distribution requirement, even though we will not have received any corresponding cash amount. As a result, we may have difficulty meeting the annual distribution requirement necessary to qualify for and maintain RIC tax treatment under Subchapter M of the Code. We may have to sell some of our investments at times and/or at prices we would not consider advantageous, raise additional debt or equity capital or forgo new investment opportunities for this purpose. If we are not able to obtain cash from other sources, we may not qualify for or maintain RIC tax treatment and thus become subject to corporate-level income tax.

We may be impacted by loan origination regulation.

The Company intends to engage in originating, lending and/or servicing loans, and may therefore be subject to state and federal regulation, borrower disclosure requirements, limits on fees and interest rates on some loans, state lender licensing requirements and other regulatory requirements in the conduct of its business as they pertain to such transactions. The Company may also be subject to consumer disclosures and substantive requirements on consumer loan terms and other federal regulatory requirements applicable to consumer lending that are administered by the Consumer Financial Protection Bureau and other applicable regulatory authorities. These state and federal regulatory programs are designed to protect borrowers.

Some of our investments may be subject to corporate-level income tax.

We may invest in certain debt and equity investments through taxable subsidiaries and the taxable income of these taxable subsidiaries will be subject to federal and state corporate income taxes. We may invest in certain foreign debt and equity investments which could be subject to foreign taxes (such as income tax, withholding and value added taxes).

Our portfolio investments may present special tax issues.

The Company expects to invest in debt securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Investments in these types of instruments may present special tax issues for the Company. U.S. federal income tax rules are not entirely clear about issues such as when the Company may cease to accrue interest, original issue discount or market discount, when and to what extent deductions may be taken for bad debts or worthless instruments, how payments received on obligations in default should be allocated between principal and income and whether exchanges of debt obligations in a bankruptcy or workout context are taxable. These and other issues will be addressed by the Company, to the extent necessary, to preserve its status as a RIC and to distribute sufficient income to not become subject to U.S. federal income tax.

Legislative or regulatory tax changes could adversely affect investors.

At any time, the federal income tax laws governing RICs or the administrative interpretations of those laws or regulations may be amended. Any of those new laws, regulations or interpretations may take effect retroactively and could adversely affect the taxation of us or our shareholders. Therefore, changes in tax laws, regulations or administrative interpretations or any amendments thereto could diminish the value of an investment in our shares or the value or the resale potential of our investments.

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Risks Related to an Investment in the Shares

We may have difficulty sourcing investment opportunities.

We cannot assure investors that we will be able to locate a sufficient number of suitable investment opportunities to allow us to deploy all investments successfully. In addition, privately-negotiated investments in loans and illiquid securities of large private U.S. borrowers require substantial due diligence and structuring, and we cannot assure investors that we will achieve our anticipated investment pace. As a result, investors will be unable to evaluate any future portfolio company investments prior to purchasing our shares. Additionally, our Adviser will select our investments subsequent to our offering, and our shareholders will have no input with respect to such investment decisions. These factors increase the uncertainty, and thus the risk, of investing in our shares. To the extent we are unable to deploy all investments, our investment income and, in turn, our results of operations, will likely be materially adversely affected.

We may have difficulty paying distributions and the tax character of any distributions is uncertain.

We generally intend to distribute substantially all of our available earnings annually by paying distributions on a quarterly basis, as determined by the Board in its discretion. We cannot assure investors that we will achieve investment results that will allow us to make a specified level of cash distributions or year-to-year increases in cash distributions. Our ability to pay distributions might be adversely affected by the impact of one or more of the risk factors described in this Annual Report. Due to the asset coverage test applicable to us under the 1940 Act as a BDC, we may be limited in our ability to make distributions. In addition, if we enter into a credit facility or any other borrowing facility, for so long as such facility is outstanding, we anticipate that we may be required by its terms to use all payments of interest and principal that we receive from our current investments as well as any proceeds received from the sale of our current investments to repay amounts outstanding thereunder, which could adversely affect our ability to make distributions.

Furthermore, the tax treatment and characterization of our distributions may vary significantly from time to time due to the nature of our investments. The ultimate tax characterization of our distributions made during a taxable year may not finally be determined until after the end of that taxable year. We may make distributions during a taxable year that exceed our investment company taxable income and net capital gains for that taxable year. In such a situation, the amount by which our total distributions exceed investment company taxable income and net capital gains generally would be treated as a return of capital up to the amount of a shareholder’s tax basis in the shares, with any amounts exceeding such tax basis treated as a gain from the sale or exchange of such shares. A return of capital generally is a return of a shareholder’s investment rather than a return of earnings or gains derived from our investment activities. Moreover, we may pay all or a substantial portion of our distributions from borrowings or sources other than cash flow from operations in anticipation of future cash flow, which could constitute a return of shareholders’ capital and will lower such shareholders’ tax basis in our shares, which may result in increased tax liability to shareholders when they sell such shares.

An investment in our shares will have limited liquidity.

Our shares constitute illiquid investments for which there is not, and will likely not be, a secondary market at any time prior to a public offering and listing of our shares on a national securities exchange. There can be no guarantee that we will conduct a public offering and list our shares on a national securities exchange. Investment in the Company is suitable only for sophisticated investors and requires the financial ability and willingness to accept the high risks and lack of liquidity inherent in an investment in the Company. Except in limited circumstances for legal or regulatory purposes, shareholders are not entitled to redeem their shares. Shareholders must be prepared to bear the economic risk of an investment in our shares for an extended period of time.

Certain investors will be subject to Exchange Act filing requirements.

Because our Common Shares will be registered under the Exchange Act, ownership information for any person who beneficially owns 5% or more of our Common Shares will have to be disclosed in a Schedule 13G or other filings with the SEC. Beneficial ownership for these purposes is determined in accordance with the rules of the SEC, and includes having voting or investment power over the securities. In some circumstances, our shareholders who choose to reinvest their dividends may see their percentage stake in the Company increased to more than 5%, thus triggering this filing requirement. Each shareholder is responsible for determining their filing obligations and preparing the filings. In addition, our shareholders who hold more than 10% of a class of our shares may be subject to Section 16(b) of the Exchange Act, which recaptures for the benefit of the Company profits from the purchase and sale of registered stock (and securities convertible or exchangeable into such registered stock) within a six-month period.

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Special considerations for certain benefit plan investors.

We intend to conduct our affairs so that our assets should not be deemed to constitute “plan assets” under ERISA and the Plan Asset Regulations. In this regard, until such time as all classes of our Common Shares are considered “publicly-offered securities” within the meaning of the Plan Asset Regulations, we intend to limit investment in each class of our Common Shares by “benefit plan investors” to less than 25% of the total value of each class of our Common Shares (within the meaning of the Plan Asset Regulations). If, notwithstanding our intent, the assets of the Company were deemed to be “plan assets” of any shareholder that is a “benefit plan investor” under the Plan Asset Regulations, this would result, among other things, in (i) the application of the prudence and other fiduciary responsibility standards of ERISA to investments made by the Company, and (ii) the possibility that certain transactions in which the Company might seek to engage could constitute “prohibited transactions” under ERISA and the Code. If a prohibited transaction occurs for which no exemption is available, the Adviser and/or any other fiduciary that has engaged in the prohibited transaction could be required to (i) restore to the “benefit plan investor” any profit realized on the transaction and (ii) reimburse the Covered Plan for any losses suffered by the “benefit plan investor” as a result of the investment. In addition, each disqualified person (within the meaning of Section 4975 of the Code) involved could be subject to an excise tax equal to 15% of the amount involved in the prohibited transaction for each year the transaction continues and, unless the transaction is corrected within statutorily required periods, to an additional tax of 100%. The Fiduciary of a “benefit plan investor” who decides to invest in the Company could, under certain circumstances, be liable for prohibited transactions or other violations as a result of their investment in the Company or as co-fiduciaries for actions taken by or on behalf of the Company or the Adviser. With respect to a “benefit plan investor” that is an individual retirement account (an “IRA”) that invests in the Company, the occurrence of a prohibited transaction involving the individual who established the IRA, or his or her beneficiaries, would cause the IRA to lose its tax-exempt status.

Until such time as all the classes of our Common Shares constitute “publicly traded securities” within the meaning of the Plan Asset Regulations, we have the power to (a) exclude any shareholder or potential shareholder from purchasing our Common Shares; (b) prohibit any redemption of our Common Shares; and (c) redeem some or all Common Shares held by any holder if, and to the extent that, our Board determines that there is a substantial likelihood that such holder’s purchase, ownership or redemption of Common Shares would result in our assets to be characterized as “plan assets,” for purposes of the fiduciary responsibility or prohibited transaction provisions of ERISA or Section 4975 of the Code, and all Common Shares of the Company shall be subject to such terms and conditions.

Prospective investors should carefully review the matters discussed under “Restrictions on Share Ownership” and should consult with their own advisors as to the consequences of making an investment in the Company.

No shareholder approval is required for certain mergers.

The Independent Trustees may undertake to approve mergers between us and certain other funds or vehicles. Subject to the requirements of the 1940 Act, such mergers will not require shareholder approval so you will not be given an opportunity to vote on these matters unless such mergers are reasonably anticipated to result in a material dilution of the NAV per share of the Company. These mergers may involve funds managed by affiliates of Apollo. The Independent Trustees may also convert the form and/or jurisdiction of organization, including to take advantage of laws that are more favorable to maintaining board control in the face of dissident shareholders.

Shareholders may experience dilution.

All distributions declared in cash payable to shareholders that are participants in our distribution reinvestment plan will generally be automatically reinvested in our Common Shares. As a result, shareholders that do not participate in our distribution reinvestment plan may experience dilution over time.

Holders of our Common Shares will not have preemptive rights to any shares we issue in the future. Our declaration of trust allows us to issue an unlimited number of Common Shares. After you purchase Common Shares in our offering, our Board may elect, without shareholder approval, to:

sell additional shares in this or future public offerings;

ii.

issue Common Shares or interests in any of our subsidiaries in private offerings;

iii.

issue Common Shares upon the exercise of the options we may grant to our independent trustees or future employees; or

iv.

subject to applicable law, issue Common Shares in payment of an outstanding obligation to pay fees for services rendered to us.

To the extent we issue additional Common Shares after your purchase in our offering, your percentage ownership interest in us will be diluted. Because of these and other reasons, our shareholders may experience substantial dilution in their percentage ownership of our shares or their interests in the underlying assets held by our subsidiaries.

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Investing in our shares involves a high degree of risk and is highly speculative.

The investments we make in accordance with our investment objective may result in a higher amount of risk than alternative investment options and volatility or loss of principal. Our investments in portfolio companies may be highly speculative and aggressive and, therefore, an investment in our shares may not be suitable for someone with lower risk tolerance.

The NAV of our shares may fluctuate significantly.

The NAV and liquidity, if any, of the market for our shares may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include:

•

changes in regulatory policies or tax guidelines, particularly with respect to RICs or BDCs;

•

changes in law, regulatory policies or tax guidelines, or interpretations thereof, particularly with respect to RICs or BDCs;

•

loss of RIC or BDC status;

•

changes in earnings or variations in operating results;

•

changes in the value of our portfolio of investments;

•

changes in accounting guidelines governing valuation of our investments;

•

any shortfall in revenue or net income or any increase in losses from levels expected by investors;

•

departure of either of our adviser or certain of its respective key personnel;

•

uncertainty surrounding the strength of the U.S. economic recovery;

•

uncertainty between the U.S. and other countries with respect to trade policies, treaties and tariffs;

•

general economic trends and other external factors; and

•

loss of a major funding source.

Item 1B. Unresolved Staff Comments

None.

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Item 1C. Cybersecurity

Cybersecurity Risk Management and Strategy

As an externally managed BDC, our risk management function, including cybersecurity, is governed by the cybersecurity policies and procedures of the Adviser, an indirect subsidiary of AGM. AGM determines and implements appropriate risk management processes and strategies as it relates to cybersecurity for us and other affiliated entities managed by AGM, and we rely on AGM for assessing, identifying and managing material risks to our business from cybersecurity threats.

AGM’s Board of Directors is involved in overseeing AGM’s risk management program, including with respect to cybersecurity, which is a critical component of AGM’s overall approach to enterprise risk management (“ERM”). AGM’s cybersecurity policies and practices are fully integrated into its ERM framework through its reporting, risk management and oversight channels and are, in part, based on recognized frameworks established by the National Institute of Standards and Technology, the International Organization for Standardization and other applicable industry standards.

As one of the critical elements of AGM’s overall ERM approach, AGM’s cybersecurity program is focused on the following key areas:

•

Governance. As discussed further under the heading “Cybersecurity Governance,” AGM’s Board of Directors has an oversight role, as a whole and also at the committee level, in overseeing management of AGM’s risks, including its cybersecurity risks. AGM’s Chief Information Security Officer (“CISO”) and the Chief Information Security Officer of Athene Holding Ltd. (“AHL’s CISO”), a subsidiary of AGM, with support from the broader AGM Technology team, are responsible for information security strategy, policies and practices, and also receive support, as appropriate, from our executive officers and other representatives of the Adviser and its affiliates.

•

Collaborative Approach. AGM utilizes a cross-functional approach involving stakeholders across multiple departments, including AGM Compliance, Legal, Technology, Operations, Risk and others, aimed at identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of potentially material cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management, in consultation with our management and our Board, as applicable, in a timely manner.

•

Technical Safeguards. AGM deploys technical safeguards that are designed to protect its information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved on an ongoing basis using vulnerability assessments and cybersecurity threat intelligence.

•

Incident Response and Recovery Planning. AGM has established and maintains incident response and recovery plans that address its response to a cybersecurity incident, and such plans are tested and evaluated on a regular basis.

•

Third-Party Risk Management. AGM maintains a risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of its systems, as well as the systems of third parties that could adversely impact its business and the business of its externally managed entities such as our company, in the event of a cybersecurity incident affecting those third-party systems.

•

Education and Awareness. AGM provides regular, mandatory training for personnel regarding cybersecurity threats to equip its personnel with effective tools to help mitigate cybersecurity threats, and to communicate its evolving information security policies, standards, processes and practices.

AGM engages in the periodic assessment and testing of its policies and practices that are designed to address cybersecurity threats and incidents. These efforts include a wide range of activities, including audits, assessments, tabletop exercises, threat modeling, vulnerability testing and other exercises focused on evaluating the effectiveness of its cybersecurity measures. AGM regularly engages third parties, including auditors and consultants, to perform assessments on its cybersecurity measures, including information security maturity assessments, audits and independent reviews of its information security control environment and operating effectiveness. The results of such assessments, audits and reviews are reported to AGM’s risk management function, and AGM adjusts its cybersecurity policies and practices as necessary based on the information provided by these assessments, audits and reviews.

Cybersecurity threat risks have not materially affected our company, including our business strategy, results of operations or financial condition. For further discussion of the risks we face from cybersecurity threats, including those that could materially affect us, see “Item 1A. Risk Factors—Risks Related to Our Business and Structure—Cybersecurity risks and cyber incidents may adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information, a misappropriation of funds, and/or damage to our business relationships, all of which could negatively impact our financial results.”

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Cybersecurity Governance

AGM’s Board of Directors’ oversight of cybersecurity risk management is supported by the audit committee of AGM’s Board of Directors (“AGM Audit Committee”), the AAM Global Risk Committee (“AGRC”), the Operational Risk Forum (the “ORF”), the Cybersecurity Working Group and management. AGM’s Board of Directors, AGM Audit Committee, the AGRC, the ORF and the Cyber Security Working Group receive regular updates on AGM’s information technology, cybersecurity risk profile and strategy, and risk mitigation plans from AGM’s risk management professionals, AGM's Chief Security Officer (“CSO”), the CISO, the AHL CISO, other members of management and relevant management committees and working groups. The Cyber Security Working Group is chaired by the CISO and has representation from AGM’s Technology, Legal, Compliance, and ERM teams. The group meets at least once a quarter to discuss cybersecurity and risk mitigation activities, among other topics. The CISO regularly reports to the ORF regarding cyber risk, and the ORF in turn reports to the AGRC on a quarterly basis, noting any cyber updates when necessary or appropriate. In turn, AGM’s Board of Directors and/or AGM Audit Committee receive quarterly risk updates from risk management professionals, as well as at least annual updates on cyber risk specifically. The full AGM Board of Directors or AGM Audit Committee receives presentations and reports on cybersecurity risks from AGM’s CSO or CISO, as well as from AHL’s CISO, at least annually.

AGM’s CSO holds an undergraduate degree in Management Information Systems and Business Administration, which he received magna cum laude. He has over 25 years of cyber-related experience, having served in various roles in technology and cybersecurity, including as Head of IT Risk Management, Executive Director of IT & Risk Compliance, and Global IT Risk Evaluation Lead at large financial institutions and consulting firms. He was also previously AGM’s CISO for nearly eight years. AGM’s CISO holds a master’s degree in Business Information Systems and has served in various roles in information technology and information security for over 25 years across a number of large financial institutions, including as Director, Cybersecurity and Risk.

AGM’s CISO, in coordination with the AGM Technology and ERM teams, works collaboratively across AGM to implement a program designed to protect its information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with its incident response and recovery plans. To facilitate the success of AGM’s cybersecurity risk management program, multidisciplinary teams throughout AGM are deployed to address cybersecurity threats and to respond to cybersecurity incidents. Through ongoing communications with these teams, the CISO monitors the prevention, detection, mitigation and remediation of cybersecurity threats and incidents in real time and reports such threats and incidents to AGM’s audit committee or AGM's Board of Directors, as appropriate.

As part of the risk management oversight (including oversight of cyber risks) of the audit committee of our Board, our audit committee regularly interacts with, and receives reports from, our management, the Adviser, AGM, and other service providers. The audit committee of our Board receives presentations and reports on cybersecurity risks from AGM’s CSO or CISO, at least annually, and they address a wide range of topics including recent developments, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends and information security considerations arising with respect to AGM’s peers and third parties. Additionally, AGM and other service providers periodically report to management as it relates to our cybersecurity practices.

AGM’s cybersecurity incident response plan provides for proper escalation of identified cybersecurity threats and incidents, including, as appropriate, to our management. These discussions provide a mechanism for the identification of cybersecurity threats and incidents, assessment of cybersecurity risk profile or certain newly identified risks relevant to our company, the Adviser, and evaluation of the adequacy of our cybersecurity program (as coordinated through the Adviser and AGM), including risk mitigation, compliance and controls.

Item 2. Properties

As of December 31, 2025, we did not own any real estate or other physical properties materially important to our operations. Our administrative and principal executive offices are located at 3 Bryant Park, New York, NY 10036 and 9 West 57th Street, New York, NY 10019, respectively. We believe that our office facilities are suitable and adequate for our business as it is currently conducted.

Item 3. Legal Proceedings

From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of any such future legal or regulatory proceedings cannot be predicted with certainty, we do not expect that any such future proceedings will have a material effect upon our financial condition or results of operations.

Management is not aware of any pending or threatened material litigation as of December 31, 2025.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our outstanding Common Shares will be offered and sold in private offerings exempt from registration under the Securities Act under Section 4(a)(2), Regulation D and Regulation S. There is no public market for our Common Shares currently, nor do we expect one to develop.

Because our Common Shares are being acquired by investors in one or more transactions “not involving a public offering,” they are “restricted securities” and may be required to be held indefinitely. Our Common Shares may not be sold, transferred, assigned, pledged or otherwise disposed of unless (1) our consent is granted, and (2) the Common Shares are registered under applicable securities laws or specifically exempted from registration (in which case the shareholder may, at our option, be required to provide us with a legal opinion, in form and substance satisfactory to us, that registration is not required). Accordingly, an investor must be willing to bear the economic risk of investment in the Common Shares until we are liquidated. No sale, transfer, assignment, pledge or other disposition, whether voluntary or involuntary, of the Common Shares may be made except by registration of the transfer on our books. Each transferee will be required to execute an instrument agreeing to be bound by these restrictions and the other restrictions imposed on the Common Shares and to execute such other instruments or certifications as are reasonably required by us.

Holders

As of March 11, 2026, there were 5 holders of record of our Common Shares.

Distributions

The following table presents distributions that were declared during the year ended December 31, 2025:


			Distributions
Record Date	Declaration Date	Payment Date	Per Share		Amount*
March 17, 2025	March 17, 2025	April 11, 2025	$	0.7509	$	11,968
May 21, 2025	May 7, 2025	July 11, 2025		0.7874		12,575
August 20, 2025	August 6, 2025	October 14, 2025		0.7500		12,779
November 20, 2025	November 4, 2025	January 22, 2026		0.7200		12,292
			$	3.0083	$	49,614

The following table presents distributions that were declared during the year ended December 31, 2024:


			Distributions
Record Date	Declaration Date	Payment Date	Per Share		Amount*
September 19, 2024	September 19, 2024	September 20, 2024	$	1.0983	$	15,879
November 13, 2024	November 12, 2024	December 12, 2024		0.8662		12,538
December 30, 2024	December 30, 2024	January 28, 2025		0.8825		13,169
			$	2.8470	$	41,586

* Totals may not foot due to rounding.

Recent Sales of Unregistered Securities and Use of Proceeds

Except as previously reported by the Company on its current reports on Form 8-K, we did not sell any securities during the period covered by this Annual Report that were not registered under the Securities Act.

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Item 6. Reserved

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the notes thereto contained elsewhere in this report. Some of the statements in this report constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking statements contained herein involve risks and uncertainties, including statements as to:

•

our future operating results;

•

our business prospects and the prospects of our portfolio companies;

•

the impact of investments that we expect to make;

•

our contractual arrangements and relationships with third parties;

•

the dependence of our future success on the general economy and its impact on the industries in which we invest;

•

the ability of our portfolio companies to achieve their objectives;

•

our expected financings and investments;

•

the adequacy of our cash resources and working capital; and

•

the timing of cash flows, if any, from the operations of our portfolio companies.

We generally use words such as “anticipates,” “believes,” “expects,” “intends” and similar expressions to identify forward-looking statements. Our actual results could differ materially from those projected in the forward-looking statements for any reason, including any factors set forth in “Risk Factors” and elsewhere in this report.

We have based the forward-looking statements included in this report on information available to us on the date of this report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we in the future may file with the SEC, including any annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Overview

MidCap Apollo Institutional Private Lending (the “Company, “we,” “us,” or “our”) was organized as a Delaware statutory trust on November 6, 2023. We are a closed-end, externally managed, non-diversified management investment company that has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”) on March 15, 2024 (the “Conversion Date”). As such, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in “qualifying assets,” including securities of private or thinly traded public U.S. companies, cash equivalents, U.S. government securities and high-quality debt investments that mature in one year or less. In addition, for federal income tax purposes, we will elect to be treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Pursuant to this election and assuming we qualify as a RIC, we generally do not have to pay corporate-level federal income taxes on any income we distribute to our stockholders. We commenced operations on December 15, 2023, upon the admission of two beneficial owners (the “Limited Owners”) in the Company in exchange for $433,333 in Capital Commitments including $33,333 committed by an affiliate of the Adviser. Of the $433,333 in Capital Commitments, the Company called $293,587 prior to the Conversion Date. All Limited Owners funded Capital Commitments were converted into 12,145,597 Common Shares at the Conversion Date. Since the Conversion Date, and through December 31, 2025, we have raised approximately $121,290 in net proceeds from additional offerings of Common Shares.

Recent Developments

See “Item 8. Consolidated Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 11. Subsequent Events” for a summary of recent developments.

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Portfolio and Investment Activity

Our portfolio and investment activity during the years ended December 31, 2025 and 2024 was as follows:


	Year Ended December 31,
(in millions)*	2025			2024
Investments made in portfolio companies	$	232.4		$	241.3
Investments sold		(1	)		(8.1	)
Net activity before repaid investments		231.3			233.3
Investments repaid		(185.5	)		(104.4	)
Net investment activity	$	45.8		$	128.8

Portfolio companies, at beginning of period		126			100
Number of investments in new portfolio companies		55			38
Number of exited companies		(38	)		(12	)
Portfolio companies at end of period		143			126

Number of investments in existing portfolio companies		36			1

* Totals may not foot due to rounding.

Our portfolio composition and weighted average yields as of December 31, 2025 and 2024 were as follows:


	December 31, 2025				December 31, 2024
Portfolio composition, at fair value:
First lien secured debt			100	%			100	%
Total secured debt			100	%			100	%
Unsecured debt			0	%			0	%
Common equity/interests and warrants			0	%			0	%
Weighted average yields, at amortized cost (1):
First lien secured debt (2)			9.6	%			10.7	%
Secured debt portfolio (2)			9.6	%			10.7	%
Unsecured debt portfolio (2)			11.3	%			11.3	%
Total debt portfolio (2)			9.6	%			10.7	%
Total portfolio (3)			9.3	%			10.5	%
Interest rate type, at fair value (2):
Fixed rate amount	$	0.0 million			$	0.0 million
Floating rate amount	$	925.1 million			$	897.0 million
Fixed rate, as percentage of total			0	%			0	%
Floating rate, as percentage of total			100	%			100	%
Interest rate type, at amortized cost (2):
Fixed rate amount	$	0.0 million			$	0.0 million
Floating rate amount	$	931.3 million			$	900.5 million
Fixed rate, as percentage of total			0	%			0	%
Floating rate, as percentage of total			100	%			100	%

(1) An investor’s yield may be lower than the portfolio yield due to sales loads and other expenses.

(2) Calculated exclusive of investments on non-accrual status.

(3) Inclusive of all income generating investments, non-income generating investments and investments on non-accrual status.

Since the commencement of operations and through December 31, 2025, invested capital totaled $1,258.9 million in 193 portfolio companies.

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Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, gains and losses. Changes in the economic environment, financial markets, credit worthiness of portfolio companies and any other parameters used in determining such estimates could cause actual results to differ materially. In addition to the discussion below, our significant accounting policies are further described in the notes to the consolidated financial statements.

Fair Value Measurements

The Company follows guidance in ASC 820, Fair Value Measurement (“ASC 820”), where fair value is defined as 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. Fair value measurements are determined within a framework that establishes a three-tier hierarchy which maximizes the use of observable market data and minimizes the use of unobservable inputs to establish a classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk, such as the risk inherent in a particular valuation technique used to measure fair value using a pricing model and/or the risk inherent in the inputs for the valuation technique. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the information available. The inputs or methodology used for valuing assets or liabilities may not be an indication of the risks associated with investing in those assets or liabilities.

ASC 820 classifies the inputs used to measure these fair values into the following hierarchy:

Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by us at the measurement date.

Level 2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable inputs other than quoted prices.

Level 3: Unobservable inputs for the asset or liability.

In all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment. The level assigned to the investment valuations may not be indicative of the risk or liquidity associated with investing in such investments. Because of the inherent uncertainties of valuation, the values reflected in the consolidated financial statements may differ materially from the values that would be received upon an actual disposition of such investments.

As of December 31, 2025, $936.0 million or 99.3% of the Company’s investments were classified as Level 3. The high proportion of Level 3 investments relative to our total investments is directly related to our investment philosophy and target portfolio, which consists primarily of long-term secured debt of private middle-market companies. A fundamental difference exists between our investments and those of comparable publicly traded fixed income investments, namely high-yield bonds, and this difference affects the valuation of our private investments relative to comparable publicly traded instruments.

Senior secured loans, or senior loans, are higher in the capital structure than high-yield bonds, and are typically secured by assets of the borrowing company. This improves their recovery prospects in the event of default and affords senior loans a structural advantage over high-yield bonds. Many of the Company’s investments are also privately negotiated and contain covenant protections that limit the issuer to take actions that could harm us as a creditor. High-yield bonds typically do not contain such covenants.

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Given the structural advantages of capital seniority and covenant protection, the valuation of our private debt portfolio is driven more by investment specific credit factors than movements in the broader debt capital markets. Each security is evaluated individually and as indicated below, we value our private investments based upon a multi-step valuation process, including valuation recommendations from independent valuation firms.

Results of Operations

Operating results for the years ended December 31, 2025 and 2024 were as follows:


	Year ended December 31,
(in millions)*		2025			2024
Investment Income
Interest income	$		94.6		$	97.2
Dividend income			0.0			—
PIK interest income			3.2			2.5
Other income			0.6			1.1
Total investment income	$		98.4		$	100.8
Expenses
Management and performance-based incentive fees, net of amounts waived	$		4.1		$	—
Service fees			—			0.6
Interest and other debt expenses, net of reimbursements			38.8			42.2
Administrative services expense, net of reimbursements			2.0			1.4
Legal and other general and administrative expenses			2.9			5.0
Net Expenses	$		47.7		$	49.1
Net Investment Income	$		50.7		$	51.7
Net Realized and Change in Unrealized Gains (Losses)
Net realized gains (losses)	$		(10.0	)	$	(3.2	)
Net change in unrealized gains (losses)			(11.2	)		(8.5	)
Net Realized and Change in Unrealized Gains (Losses)	$		(21.3	)	$	(11.7	)
Net Increase in Net Assets Resulting from Operations	$		29.4		$	39.9

Net Investment Income on Per Average Share Basis (1)(2)	$		3.10		$	3.74
Earnings per share — basic (1)(2)	$		1.80		$	2.22

* Totals may not foot due to rounding.

(1) Based on the weighted average number of shares outstanding for the period presented.

(2) Prior to the Conversion Date, the Company had no shares outstanding. Net Investment Income on Per Average Share Basis and EPS has been derived based on the net increase (decrease) in net assets resulting from operations and the weighted average number of shares outstanding for the period between March 15, 2024 (Conversion Date) and December 31, 2024.

Total Investment Income

For the year ended December 31, 2025 as compared to the year ended December 31, 2024

For the years ended December 31, 2025 and 2024, total investment income was $98.4 million and $100.8 million, respectively. The decline in total interest income was driven primarily by only modest growth in the income bearing investment portfolio and a reduction in the average yield of the total debt portfolio, which fell from 11.4% for the twelve months ended December 31, 2024 to 10.1% for the twelve months ended December 31, 2025.

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Net Expenses

For the year ended December 31, 2025 as compared to the year ended December 31, 2024

For the years ended December 31, 2025 and 2024, net expenses were $47.7 million and $49.1 million, respectively. The decline was driven primarily by lower interest expense resulting from an amendment to the AP Leaf Secured Credit Facility and a decrease in other general and administrative expenses due to relieved legal, valuation and tax accruals.The decrease was partially offset by higher management and performance-based incentive fees (net of waivers). The Adviser waived all management and incentive fees through March 15, 2025, and agreed to waive 50% of the management and incentive fee from March 15, 2025 through March 15, 2026. Legal, and other general and administrative expenses also decreased following a budget realignment based on actual results.

Net Realized Gains (Losses)

For the year ended December 31, 2025 as compared to the year ended December 31, 2024

During the year ended December 31, 2025, we recognized gross realized gains of $0.0 million and gross realized losses of $10.0 million, resulting in net in realized losses of $10.0 million which was primarily driven by the write off of FEV Acquisition Corporation & restructure of LAV Gear Holdings INC. Significant realized gains (losses) for the year ended December 31, 2025 are summarized below:


(in millions)	Net Realized Gain (Loss)
FEV Acquisition Corporation	$	(7.5	)
LAV Gear Holdings INC		(2.0	)

During the year ended December 31, 2024, we recognized gross realized gains of $0.1 million and gross losses of $(3.3) million, including the impact of transferring unrealized to realized gains (losses), resulting in net realized losses of $(3.2) million which was primarily driven by the restructure of SEKO Global Logistics Network LLC due to financial underperformance. Significant realized gains (losses) for the year ended December 31, 2024 are summarized below:


(in millions)	Net Realized Gain (Loss)
SEKO Global Logistics Network, LLC	$	(3.2	)

Net Change in Unrealized Gains (Losses)

For the year ended December 31, 2025 as compared to the year ended December 31, 2024

During the year ended December 31, 2025, we recognized gross unrealized gains of $7.4 million and gross unrealized losses of $(18.6) million, including the impact of transferring unrealized to realized gains (losses), resulting in net change in unrealized losses of $(11.2) million. Net change in unrealized gains (losses) for the year ended December 31, 2025 was primarily driven by the financial underperformance of Parcelshield Holdings LLC, SEKO Global Logistics Network LLC, Kauffman, and Veristat Group Inc. Significant changes in unrealized gains (losses) for the year ended December 31, 2025 are summarized below:


(in millions)	Net Change in Unrealized Gain (Loss)
FEV Acquisition	$	4.7
Parcelshield Holdings LLC		(3.6	)
SEKO Global Logistics Network, LLC		(2.8	)
Kauffman		(2.6	)
Veristat Group Inc.		(2.3	)

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During the year ended December 31, 2024, we recognized gross unrealized gains of $2.4 million and gross unrealized losses of $(11.1) million, including the impact of transferring unrealized to realized gains (losses), resulting in net change in unrealized losses of $(8.7) million. Net change in unrealized gains (losses) for the year ended December 31, 2024 was primarily driven by the financial underperformance of FEV Acquisition Corporation and Congruex. Significant changes in unrealized gains (losses) for the year ended December 31, 2024 are summarized below:


(in millions)	Net Change in Unrealized Gain (Loss)
FEV Acquisition Corporation	$	(4.7	)
Congruex		(1.6	)

Liquidity and Capital Resources

The Company’s liquidity and capital resources are generated and generally available through periodic follow-on equity and debt offerings, our AP Leaf Secured Credit Facility (as defined in Note 5 to the consolidated financial statements), our capital commitments, as well as from cash flows from operations, investment sales of liquid assets and repayments of senior and subordinated loans and income earned from investments.

We believe that our current cash and cash equivalents on hand, our short-term investments, our AP Leaf Secured Credit Facility and our anticipated cash flows from operations will be adequate to meet our cash needs for our daily operations for at least the next twelve months.

Cash Equivalents

The Company defines cash equivalents as securities that are readily convertible into known amounts of cash and near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Generally, only securities with a maturity of three months or less from the date of purchase would qualify, with limited exceptions. The Company deems that certain money market funds, U.S. Treasury bills, repurchase agreements and other high-quality, short-term debt securities would qualify as cash equivalents (see Note 2 to the consolidated financial statements). At the end of each fiscal quarter, we consider taking proactive steps utilizing cash equivalents with the objective of enhancing our investment flexibility during the following quarter, pursuant to Section 55 of the 1940 Act. More specifically, we may purchase U.S. Treasury bills from time-to-time on the last business day of the quarter and typically close out that position on the following business day, settling the sale transaction on a net cash basis with the purchase, subsequent to quarter end. The Company may also utilize other balance sheet transactions, including calling capital commitments, as we deem appropriate. The amount of these transactions or such drawn cash for this purpose is excluded from total assets for purposes of computing the asset base upon which the management fee is determined.

Debt

See Note 5 to the consolidated financial statements for information on the Company’s debt.

The following table shows the contractual maturities of our debt obligations as of December 31, 2025:


		Payments Due by Period
(in millions)	Total			Less than 1 Year		1 to 3 Years		3 to 5 Years		More than 5 Years
Senior Secured Facility (1)	$		560.8	$	—	$	—	$	560.8	$	—
Total Debt Obligations	$		560.8	$	—	$	—	$	560.8	$	—

(1)

As of December 31, 2025, aggregate lender commitments under the Senior Secured Facility totaled $750 million.

Shareholders’ Equity

See Note 6 to the consolidated financial statements for information on the Company’s capital commitments.

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Distributions

For income tax purposes, distributions made to stockholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. Although the tax character of distributions paid to stockholders through December 31, 2025 may include return of capital, the exact amount cannot be determined at this point. The final determination of the tax character of distributions will not be made until we file our tax return for the tax year ended December 31, 2025. Tax characteristics of all distributions will be reported to stockholders on Form 1099 after the end of the calendar year. Our quarterly distributions, if any, will be determined by our Board.

To maintain our RIC status, we must distribute at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses, if any, out of the assets legally available for distribution. Although we currently intend to distribute realized net capital gains (i.e., net long-term capital gains in excess of short-term capital losses), if any, at least annually, out of the assets legally available for such distributions, we may in the future decide to retain such capital gains for investment. Currently, we have substantial net capital loss carryforwards and consequently do not expect to generate cumulative net capital gains in the foreseeable future.

We maintain an “opt out” distribution reinvestment plan for our shareholders. As a result, if we declare a distribution, then stockholders’ cash distributions will be automatically reinvested in additional shares of our common stock, unless they specifically “opt out” of the distribution reinvestment plan so as to receive cash distributions.

We may not be able to achieve operating results that will allow us to make distributions at a specific level or to increase the amount of these distributions from time to time. In addition, due to the asset coverage test applicable to us as a BDC, we may in the future be limited in our ability to make distributions. Also, our revolving credit facility may limit our ability to declare distributions if we default under certain provisions or fail to satisfy certain other conditions. If we do not distribute a certain percentage of our income annually, we may suffer adverse tax consequences, including possible loss of the tax benefits available to us as a RIC. In addition, in accordance with GAAP and tax regulations, we include in income certain amounts that we have not yet received in cash, such as contractual PIK, which represents contractual interest added to the loan balance that becomes due at the end of the loan term, or the accrual of original issue or market discount. Since we may recognize income before or without receiving cash representing such income, we may not be able to meet the requirement to distribute at least 90% of our investment company taxable income to obtain tax benefits as a RIC.

With respect to the distributions to stockholders, income from origination, structuring, closing, commitment and other upfront fees associated with investments in portfolio companies is treated as taxable income and accordingly, distributed to stockholders.

PIK Income

For the years ended December 31, 2025 and 2024, PIK income totaled $3.2 million and $2.5 million on total investment income of $98.4 million and $100.8 million, respectively. In order to maintain the Company’s status as a RIC, this non-cash source of income must be paid out to stockholders annually in the form of distributions, even though the Company has not yet collected the cash. See Note 4 to the consolidated financial statements for more information on the Company’s PIK income.

Related Party Transactions

See Note 3 to the consolidated financial statements for information on the Company’s related party transactions.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates and the valuations of our investment portfolio.

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Investment Valuation Risk

Because there is not a readily available market value for most of the investments in our portfolio, we value all of our portfolio investments at fair value as determined in good faith by our Board based on, among other things, the input of our management and audit committee and independent valuation firms that have been engaged at the direction of our Board to assist in the valuation of each portfolio investment without a readily available market quotation (with certain de minimis exceptions). Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of our investments may fluctuate from period to period. Additionally, the fair value of our investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that we may ultimately realize. Further, such investments are generally subject to legal and other restrictions on resale or otherwise are less liquid than publicly traded securities. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we could realize significantly less than the value at which we have recorded it. In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected in the valuations currently assigned. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” and “—Fair Value Measurements” as well as Note 2 and Note 4 to our financial statements for the year ended December 31, 2025 for more information relating to our investment valuation.

Interest Rate Risk

Interest rate sensitivity refers to the change in our earnings that may result from changes in the level of interest rates. Because we fund a portion of our investments with borrowings, our net investment income is affected by the difference between the rate at which we invest and the rate at which we borrow. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

As of December 31, 2025, the majority of our debt portfolio investments bore interest at variable rates, which generally are SOFR-based (or based on an equivalent applicable currency rate) and typically have durations of one to six months after which they reset to current market interest rates, and many of which are subject to certain floors. Further, our AP Leaf Secured Credit Facility bears interest at SOFR rates with no interest rate floors.

We regularly measure our exposure to interest rate risk. We assess interest rate risk and manage our interest rate exposure on an ongoing basis by comparing our interest rate sensitive assets to our interest rate sensitive liabilities. Based on that review, we determine whether or not any hedging transactions are necessary to mitigate exposure to changes in interest rates.

The following table shows the estimated annual impact on net investment income of base rate changes in interest rates (considering interest rate flows for variable rate instruments) to our loan portfolio and outstanding debt as of December 31, 2025, assuming no changes in our investment and borrowing structure:


Basis Point Change	Net Investment Income		Net Investment Income Per Share
Up 150 basis points	$	19.6 million	$	1.149
Up 100 basis points		13.1 million		0.765
Up 50 basis points		6.5 million		0.382
Down 50 basis points		(1.7) million		(0.097	)
Down 100 basis points		(3.3) million		(0.194	)
Down 150 basis points		(4.8) million		(0.283	)

We may hedge against interest rate fluctuations from time-to-time by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act and applicable commodities laws. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio of investments.

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Item 8. Consolidated Financial Statements and Supplementary Data

Index to Consolidated Financial Statements


Report of Independent Registered Public Accounting Firm (PCAOB ID: 34)	61
Consolidated Statements of Assets and Liabilities	62
Consolidated Statements of Operations	63
Consolidated Statements of Changes in Net Assets	64
Consolidated Statements of Cash Flows	65
Consolidated Schedule of Investments	66
Notes to Consolidated Financial Statements	109

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Trustees of MidCap Apollo Institutional Private Lending

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying consolidated statements of assets and liabilities of MidCap Apollo Institutional Private Lending and subsidiaries (formally known as Middle Market Apollo Institutional Private Lending) (the "Company"), including the consolidated schedule of investments, as of December 31, 2025 and 2024, the related consolidated statements of operations, cash flows, and changes in net assets for the years ended December 31, 2025, 2024 and the period from December 15, 2023 (Commencement Date) to December 31, 2023, financial highlights for the year ended December 31, 2025 and period from March 15, 2024 (Conversion Date) to December 31, 2024, and the related notes (collectively referred to as the ”financial statements and financial highlights”). In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations, cash flows, and changes in net assets for the years ended December 31, 2025, 2024 and the period from December 15, 2023 (Commencement Date) to December 31, 2023, and the financial highlights for the year ended December 31, 2025 and period from March 15, 2024 (Conversion Date) to December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of investments owned as of December 31, 2025 and 2024, by correspondence with the custodian, loan agents, and borrowers; when replies were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

New York, New York

March 12, 2026

We have served as the auditor of the Company since 2023.

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MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
(In thousands, except share and per share data)


	December 31, 2025			December 31, 2024

Assets
Investments at fair value:
Non-controlled/non-affiliated investments (cost $955,289 and $918,595, respectively)	$	936,374		$	909,845
Non-controlled/affiliated investments (cost $7,203 and $0, respectively)		6,422			—
Cash and cash equivalents		19,192			33,276
Foreign currencies (cost $1,249 and $711, respectively)		1,266			678
Receivable for investments sold		405			8,607
Interest receivable		4,676			5,399
Total assets	$	968,335		$	957,804

Liabilities
Debt (net of deferred financing costs and unamortized original issue discount of $7,095 and $5,150 as of December 31, 2025 and December 31, 2024, respectively)	$	553,694		$	573,522
Payable for investments purchased		168			—
Management fees payable		508			—
Performance-based incentive fees payable		740			—
Distributions payable		12,292			13,169
Interest payable		2,614			3,256
Accrued administrative services expense payable		42			1,414
Unrealized depreciation on foreign currency forward contracts		55			—
Other liabilities and accrued expenses		1,468			1,916
Total liabilities	$	571,581		$	593,277
Commitments and contingencies (Note 8)
Total Net Assets	$	396,754		$	364,527

Net Assets (Note 6)
Common shares, $0.001 par value (Unlimited shares authorized; 17,072,253 shares issued and outstanding as of December 31, 2025 and 14,922,603 shares issued and outstanding as of December 31, 2024)	$	17		$	15
Capital in excess of par value		427,763			375,365
Accumulated under-distributed (over-distributed) earnings		(31,026	)		(10,853	)
Net Assets	$	396,754		$	364,527

Net Asset Value Per Share	$	23.24		$	24.43

See notes to the consolidated financial statements.
62

Table of Contents


MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)



	Year Ended December 31,						Period Ended December 31,
	2025			2024			2023
Investment Income
Non-controlled/non-affiliated investments:
Interest income (excluding Payment-in-kind (“PIK”) interest income)	$	94,310		$	97,165		$	1,326
PIK interest income		3,181			2,487			—
Dividend income		2			—			—
Other income		637			1,101			—
Non-controlled/affiliated investments:
Interest income (excluding PIK interest income)		281			—			—
Total Investment Income	$	98,411		$	100,753		$	1,326
Operating Expenses
Interest and other debt expenses	$	38,762		$	42,191		$	638
Service fees		—			553			38
Management fees		3,934			2,819			—
Performance-based incentive fees		6,364			4,966			—
Legal expenses		639			1,856			—
Administrative service expenses		1,964			1,420			—
Organization costs		—			—			470
Other general and administrative expenses		2,230			3,051			550
Total expenses		53,893			56,856			1,696
Management fees waived		(2,354	)		(2,819	)		—
Performance-based incentive fees waived		(3,833	)		(4,966	)		—
Net Expenses	$	47,706		$	49,071		$	1,696
Net Investment Income	$	50,705		$	51,682		$	(370	)
Net Realized and Change in Unrealized Gains (Losses)
Net realized gains (losses):
Non-controlled/non-affiliated investments	$	(9,900	)	$	(3,235	)	$	1,310
Foreign currency forward contracts		(125	)		—			—
Foreign currency transactions		(7	)		(18	)		—
Net realized gains (losses)	$	(10,032	)	$	(3,253	)	$	1,310
Net change in unrealized gains (losses):
Non-controlled/non-affiliated investments		(10,165	)		(8,673	)		(77	)
Non-controlled/affiliated investments		(781	)		—			—
Foreign currency forward contracts		(55	)		(33	)		—
Foreign currency translations		(231	)		200			—
Net change in unrealized gains (losses)		(11,232	)		(8,506	)		(77	)
Net Realized and Change in Unrealized Gains (Losses)	$	(21,264	)	$	(11,759	)		1,233
Net Increase (Decrease) in Net Assets Resulting from Operations	$	29,441		$	39,923		$	863

See notes to the consolidated financial statements.

Table of Contents


MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(In thousands, except share and per share data)



	Year Ended December 31,						Period Ended December 31,
	2025			2024			2023
Operations
Net investment income	$	50,705		$	51,682		$	(370	)
Net realized gains (losses)		(10,032	)		(3,253	)		1,310
Net change in unrealized gains (losses)		(11,232	)		(8,506	)		(77	)
Net Increase (Decrease) in Net Assets Resulting from Operations	$	29,441		$	39,923		$	863

Distributions to Shareholders
Distribution of net investment income	$	(49,614	)	$	(41,586	)	$	—
Net Decrease in Net Assets Resulting from Distributions to Shareholders	$	(49,614	)	$	(41,586	)	$	—

Capital Share Transactions
Net proceeds from the issuance of common shares (Note 6)	$	50,000		$	71,290		$	293,587
Distributions reinvested		2,400			450			—
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions	$	52,400		$	71,740		$	293,587

Net Assets
Net increase (decrease) in net assets during the period	$	32,227		$	70,077		$	294,450
Net assets at beginning of period		364,527			294,450			—
Net Assets at End of Period	$	396,754		$	364,527		$	294,450

Capital Share Activity
Shares issued during the period (Note 6)		2,050,616			14,905,385			—
Distributions reinvested		99,034			17,218			—
Shares issued and outstanding at beginning of period		14,922,603			—			—
Shares Issued and Outstanding at End of Period		17,072,253			14,922,603			—

See notes to the consolidated financial statements.

Table of Contents


MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, except share and per share data)


	Year Ended December 31,						Period Ended December 31,
	2025			2024			2023
Operating Activities
Net increase (decrease) in net assets resulting from operations	$	29,441		$	39,923		$	863
Net realized (gains) losses on investments		9,900			3,235			(1,310	)
Net change in unrealized (gains) losses		11,232			8,506			77
PIK interest capitalized		(3,256	)		(2,559	)		—
Net accretion of discount and amortization of premium		(3,057	)		(3,818	)		(63	)
Amortization of deferred financing costs		1,345			1,176			32
Purchases of investments		(232,375	)		(241,311	)		(785,461	)
Proceeds from sale of investments and principal repayments		184,890			111,134			1,558
Changes in operating assets and liabilities:
Decrease (increase) in interest receivable		723			(4,137	)		(1,262	)
Decrease (increase) in receivable for investments sold		8,202			(7,049	)		(1,558	)
Increase (decrease) in payable for investments purchased		168			—			—
Increase (decrease) in management fees payable		508			—			—
Increase (decrease) in performance-based incentive fees payable		740			—			—
Increase (decrease) in distribution payable		—			13,169			—
Increase (decrease) in interest payable		(642	)		2,650			606
Increase (decrease) in service fees payable		—			(38	)		38
Increase (decrease) in accrued administrative services expense payable		(1,372	)		1,414			—
Increase (decrease) in other liabilities and accrued expenses		(448	)		660			1,256
Net Cash (Used in)/Provided by Operating Activities	$	5,999		$	(77,044	)	$	(785,224	)

Financing Activities
Issuances of debt	$	137,836		$	170,872		$	500,000
Payments of debt		(156,000	)		(92,000	)		—
Financing costs paid and deferred		(3,290	)		(1,171	)		(5,187	)
Proceeds from issuance of common shares		50,000			71,290			293,587
Distributions paid		(48,093	)		(41,136	)		—
Net Cash (Used in)/Provided by Financing Activities	$	(19,547	)	$	107,854		$	788,400

Cash, Cash Equivalents and Foreign Currencies
Net increase (decrease) in cash and cash equivalents during the period	$	(13,548	)	$	30,810		$	3,176
Effect of foreign exchange rate changes on cash and cash equivalents		52			(33	)		—
Cash and cash equivalents at beginning of period		33,954			3,176			—
Cash, Cash Equivalents and Foreign Currencies at the End of Period	$	20,458		$	33,954		$	3,176

Supplemental Disclosure and Non-Cash Information
Cash interest paid	$	38,059		$	38,365		$	—
Reinvestment of distributions during the period	$	2,400		$	450		$	—
PIK income	$	3,181		$	2,487		$	—

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2025

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate (8)	Maturity Date		Par/Shares (3)		Cost (26)			Fair Value (1)(27)
Aerospace & Defense
Beaufort
Eagle Aggregator Ltd	Common Equity - Preferred Stocks	N/A	N/A		36,288 Shares		$	49		$	49		(9)(11)
	Common Equity - Stock	N/A	N/A		741 Shares			1			1		(9)(11)
Eagle U.S. Purchaser, Inc.	First Lien Secured Debt - Term Loan	S+500, 0.75% Floor	12/31/32	$		4,243		4,179			4,179		(9)(11)(17)
	First Lien Secured Debt - Revolver	S+500, 0.75% Floor	12/31/32			—		(11	)		(11	)	(9)(11)(12)(13) (14)
								4,218			4,218
Sperry Acquisition, LLC
Sperry Acquisition, LLC	First Lien Secured Debt - Term Loan	S+525, 0.75% Floor	02/03/31			4,776		4,713			4,712		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+525, 0.75% Floor	02/03/31			100		99			99		(9)(17)
	First Lien Secured Debt - Revolver	S+525, 0.75% Floor	02/03/31			20		19			19		(9)(13)(14)(17)
Sperry Parent Holdings, L.P.	Common Equity - Stock	N/A	N/A		494 Shares			49			48		(6)(9)(15)
								4,880			4,878
		Total Aerospace & Defense					$	9,098		$	9,096
Air Freight & Logistics
Primeflight
PrimeFlight Acquisition, LLC	First Lien Secured Debt - Term Loan	S+550, 1.00% Floor	05/01/29	$		7,820	$	7,659		$	7,820		(9)(17)
	First Lien Secured Debt - Term Loan	S+525, 0.00% Floor	05/01/29			2,488		2,465			2,488		(9)(17)
	First Lien Secured Debt - Term Loan	S+475, 1.00% Floor	05/01/29			998		988			988		(9)(17)
								11,112			11,296
SEKO Global Logistics Network, LLC
SEKO Global Logistics Network, LLC	First Lien Secured Debt - Term Loan	S+700 PIK, 1.00% Floor	05/27/30			1,965		1,965			1,917		(9)(17)
	First Lien Secured Debt - Term Loan	S+100 Cash plus 9.50% PIK, 1.00% Floor	11/27/29			111		111			111		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+100 Cash plus 9.50% PIK, 1.00% Floor	11/27/29			—		—			—		(9)(13)(14)
	Common Equity - Equity Unit	N/A	N/A		876 Shares			2,736			—		(6)(9)(15)
								4,812			2,028
		Total Air Freight & Logistics					$	15,924		$	13,324

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2025

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate (8)	Maturity Date		Par/Shares (3)		Cost (26)			Fair Value (1)(27)
Automobile Components
AAMP Global Holdings, Inc.
AAMP Global Holdings, Inc.	First Lien Secured Debt - Term Loan	S+485, 1.00% Floor	11/05/26	$		7,719	$	7,683		$	7,692		(17)
Universal Air Conditioner
Cool Acquisition Holdings, LP	Common Equity - Limited Partnership	N/A	N/A		34,483 Shares			34			18		(6)(9)(15)
Cool Buyer, Inc.	First Lien Secured Debt - Term Loan	S+475, 1.00% Floor	10/31/30			4,752		4,692			4,598		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+475, 1.00% Floor	10/31/30			—		(1	)		(3	)	(9)(12)(13)(14)
	First Lien Secured Debt - Revolver	S+475, 1.00% Floor	10/31/30			50		49			47		(9)(13)(14)(17)
								4,774			4,660
		Total Automobile Components					$	12,457		$	12,352
Beverages
Ronnoco Coffee
Ronnoco Holdings, Inc.	First Lien Secured Debt - Term Loan	S+450, 1.00% Floor	03/17/31	$		3,525	$	3,478		$	3,473		(9)(17)
	First Lien Secured Debt - Revolver	S+450, 1.00% Floor	03/17/31			193		174			171		(9)(13)(14)(17)
	Common Equity - Stock	N/A	N/A		553 Shares			50			50		(6)(9)(15)
		Total Beverages					$	3,702		$	3,694
Building Products
Decks & Docks
D&D Buyer, LLC	First Lien Secured Debt - Delayed Draw	S+650, 2.00% Floor	10/04/28	$		2,469	$	2,424		$	2,419		(9)(17)
Omnimax International, LLC
Omnimax International, LLC	First Lien Secured Debt - Term Loan	S+575, 1.00% Floor	12/06/30			11,232		11,027			11,020		(9)(17)(18)
	First Lien Secured Debt - Delayed Draw	S+575, 1.00% Floor	12/06/30			99		98			97		(9)(18)
								11,125			11,117
		Total Building Products					$	13,549		$	13,536
Chemicals
Aspen Aerogels, Inc.
Aspen Aerogels, Inc.	First Lien Secured Debt - Term Loan	S+500, 4.50% Floor	08/19/29	$		7,326	$	7,213		$	7,125		(9)(11)(16)
	First Lien Secured Debt - Revolver	S+510, 2.50% Floor	08/19/29			15		15			13		(9)(11)(13)(14) (16)
								7,228			7,138

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2025

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate (8)	Maturity Date		Par/Shares (3)		Cost (26)			Fair Value (1)(27)
Meristem Crop Performance
Lunar Buyer, LLC	First Lien Secured Debt - Term Loan	S+550, 0.75% Floor	10/03/30			4,752		4,673			4,609		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+550, 0.75% Floor	10/03/30			—		(1	)		(3	)	(9)(12)(13)(14)
	First Lien Secured Debt - Revolver	S+550, 0.75% Floor	10/03/30			42		41			39		(9)(13)(14)(17)
								4,713			4,645
Universal Fiber Systems
Universal Fiber Systems LLC	First Lien Secured Debt - Term Loan	S+511, 1.00% Floor	09/30/28			5,727		5,685			5,494		(17)
		Total Chemicals					$	17,626		$	17,277
Commercial Services & Supplies
Best Trash
Bingo Group Buyer, Inc.	First Lien Secured Debt - Term Loan	S+475, 1.00% Floor	07/10/31	$		9,073	$	8,978		$	9,028		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+475, 1.00% Floor	07/10/31			100		95			95		(9)(13)(14)(17)
	First Lien Secured Debt - Revolver	S+475, 1.00% Floor	07/10/31			3		2			3		(9)(13)(14)(17)
								9,075			9,126
CARDS + Live Oak
CARDS-Live Oak Holdings, Inc.	First Lien Secured Debt - Term Loan	S+475, 0.75% Floor	10/21/32			1,575		1,560			1,559		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+475, 0.75% Floor	10/21/32			—		(3	)		(3	)	(9)(12)(13)(14)
	First Lien Secured Debt - Revolver	P+375, 0.75% Floor	10/21/32			100		97			97		(9)(13)(14)(21)
								1,654			1,653
Climate Pros
Climate Pros, LLC	First Lien Secured Debt - Term Loan	S+585, 1.00% Floor	07/24/27			7,850		7,815			7,747		(17)
LAV GEAR HOLDINGS INC
LAV Gear Holdings, inc	First Lien Secured Debt - Term Loan	S+250 Cash plus 3.43% PIK, 1.00% Floor	07/31/29			4,293		4,167			4,068		(16)
	Common Equity - Stock	N/A	N/A		18,105 Shares			2,815			2,444		(6)(15)
								6,982			6,512
Monarch Landscape Companies
Monarch Landscape Holdings, LLC	First Lien Secured Debt - Term Loan	S+500, 0.75% Floor	10/02/28			7,817		7,757			7,765		(17)
Pavement Preservation
Pavement Preservation Acquisition, LLC	First Lien Secured Debt - Term Loan	S+525, 1.00% Floor	08/09/30			4,716		4,638			4,657		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+525, 1.00% Floor	08/09/30			100		98			99		(9)(17)
	First Lien Secured Debt - Revolver	S+525, 1.00% Floor	08/09/30			—		(2	)		(1	)	(9)(12)(13)(14)
								4,734			4,755

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2025

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate (8)	Maturity Date		Par/Shares (3)		Cost (26)			Fair Value (1)(27)
Rasa Floors & Carpet Cleaning, LLC
Rasa Floors & Carpet Cleaning, LLC	First Lien Secured Debt - Term Loan	S+560, 1.00% Floor	12/22/27			7,817		7,454			7,343		(17)
Vixxo
Vixxo Corporation	First Lien Secured Debt - Term Loan	S+500, 1.00% Floor	08/01/30			2,025		2,001			2,010		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+500, 1.00% Floor	08/01/30			—		—			—		(9)(13)(14)
								2,001			2,010
		Total Commercial Services & Supplies					$	47,472		$	46,911
Construction & Engineering
Accelevation, LLC
Accelevation LLC	First Lien Secured Debt - Term Loan	S+450, 0.75% Floor	01/02/31	$		4,776	$	4,714		$	4,788		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+450, 0.75% Floor	01/02/31			64		63			64		(9)(13)(14)(17)
	First Lien Secured Debt - Revolver	S+450, 0.75% Floor	01/02/31			17		15			17		(9)(13)(14)(17)
								4,792			4,869
American Restoration
American Restoration Holdings, LLC	First Lien Secured Debt - Term Loan	S+510, 1.00% Floor	07/24/30			10,138		9,984			10,037		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+510, 1.00% Floor	07/24/30			374		370			368		(9)(13)(14)(17)
	First Lien Secured Debt - Revolver	S+510, 1.00% Floor	07/24/30			84		82			82		(9)(13)(14)(17)
								10,436			10,487
Carr and Duff, LLC
Carr and Duff, LLC	First Lien Secured Debt - Term Loan	S+605, 1.00% Floor	03/11/27			7,495		7,452			7,478		(17)
Core Roofing
CRS Holdings, Inc.	First Lien Secured Debt - Term Loan	S+500, 1.00% Floor	06/06/30			1,785		1,757			1,763		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+500, 1.00% Floor	06/06/30			25		24			24		(9)(13)(14)(17)
	First Lien Secured Debt - Revolver	S+500, 1.00% Floor	06/06/30			—		(1	)		(1	)	(9)(12)(13)(14)
								1,780			1,786
Dynagrid
Megavolt Borrower, LLC	First Lien Secured Debt - Term Loan	S+475, 1.00% Floor	02/13/32			896		879			889		(9)(17)
SAFEbuilt, LLC
SAFEbuilt, LLC	First Lien Secured Debt - Term Loan	S+685, 1.00% Floor	01/16/26			7,930		7,930			7,921		(17)
Traffic Management Solutions, LLC
Traffic Management Solutions, LLC	First Lien Secured Debt - Term Loan	S+500, 1.00% Floor	11/26/30			6,528		6,450			6,487		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+500, 1.00% Floor	11/26/30			99		87			84		(9)(13)(14)(17)
	First Lien Secured Debt - Revolver	S+500, 1.00% Floor	11/26/30			—		(10	)		(7	)	(9)(12)(13)(14)
								6,527			6,564
		Total Construction & Engineering					$	39,796		$	39,994

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2025

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate (8)	Maturity Date		Par/Shares (3)		Cost (26)			Fair Value (1)(27)
Consumer Staples Distribution & Retail
3D Protein
Protein For Pets Opco, LLC	First Lien Secured Debt - Term Loan	S+525, 1.00% Floor	09/20/30	$		7,782	$	7,660		$	7,626		(9)(17)
	First Lien Secured Debt - Revolver	S+525, 1.00% Floor	09/20/30			20		19			18		(9)(13)(14)(17)
								7,679			7,644
Turkey Hill
THLP CO., LLC	First Lien Secured Debt - Term Loan	S+600, 1.00% Floor	01/31/28			8,389		8,381			8,263		(9)(17)
		Total Consumer Staples Distribution & Retail					$	16,060		$	15,907
Containers & Packaging
ACP Packaging
ACP Packaging Intermediateco, LLC	First Lien Secured Debt - Term Loan	S+525, 1.00% Floor	10/22/31	$		6,386	$	6,294		$	6,291		(9)(17)
	First Lien Secured Debt - Revolver	S+525, 1.00% Floor	10/22/31			—		(16	)		(16	)	(9)(12)(13)(14)
								6,278			6,275
Berry Tapes & Adhesives
Vybond Buyer, LLC	First Lien Secured Debt - Term Loan	S+475, 0.75% Floor	02/03/32			9,751		9,619			9,678		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+475, 0.75% Floor	02/03/32			—		(1	)		(1	)	(9)(12)(13)(14)
	First Lien Secured Debt - Revolver	S+475, 0.75% Floor	02/03/32			—		(1	)		(1	)	(9)(12)(13)(14)
								9,617			9,676
MSI Express, Inc.
NCP-MSI Buyer	First Lien Secured Debt - Term Loan	S+475, 0.75% Floor	03/24/31			2,902		2,870			2,873		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+475, 0.75% Floor	03/24/31			750		742			743		(9)(17)
	First Lien Secured Debt - Revolver	S+375, 0.75% Floor	03/24/31			846		831			829		(9)(13)(14)(17)
								4,443			4,445
Truvant
NPPI Buyer, LLC	First Lien Secured Debt - Term Loan	S+500, 1.00% Floor	08/20/29			9,678		9,566			9,605		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+500, 1.00% Floor	08/20/29			—		(1	)		(1	)	(9)(12)(13)(14)
	First Lien Secured Debt - Revolver	S+500, 1.00% Floor	08/20/29			—		(1	)		(1	)	(9)(12)(13)(14)
								9,564			9,603
		Total Containers & Packaging					$	29,902		$	29,999
Diversified Consumer Services
Club Car Wash
Club Car Wash Operating, LLC	First Lien Secured Debt - Delayed Draw	S+615, 1.00% Floor	06/16/27	$		9,343	$	9,269		$	9,283		(9)(13)(14)(17)

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2025

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate (8)	Maturity Date	Par/Shares (3)		Cost (26)			Fair Value (1)(27)
Go Car Wash
Go Car Wash Management, Corp.	First Lien Secured Debt - Delayed Draw	S+585, 1.00% Floor	06/30/28		7,816		7,767			7,651		(9)(17)
Legacy.com
Lotus Topco Inc.	First Lien Secured Debt - Term Loan	S+475, 1.00% Floor	06/07/30		3,367		3,324			3,334		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+475, 1.00% Floor	06/07/30		12		12			12		(9)(13)(14)(17)
	First Lien Secured Debt - Revolver	S+475, 1.00% Floor	06/07/30		—		(1	)		—		(9)(13)(14)
							3,335			3,346
Mariani
CI (MG) Group, LLC	First Lien Secured Debt - Term Loan	S+550, 1.00% Floor	03/27/30		4,720		4,658			4,656		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+550, 1.00% Floor	03/27/30		1,168		1,147			1,139		(9)(13)(14)(17)
	First Lien Secured Debt - Revolver	S+550, 1.00% Floor	03/27/30		294		287			287		(9)(13)(14)(17)
							6,092			6,082
Rapid Express Car Wash, LLC
Rapid Express Car Wash, LLC	First Lien Secured Debt - Delayed Draw	S+585, 1.00% Floor	12/23/27		7,878		7,773			7,878		(17)
Regis
Regis Corporation	First Lien Secured Debt - Term Loan	S+450, 2.50% Floor	06/24/29		10,106		9,956			9,954		(9)(16)
	First Lien Secured Debt - Revolver	P+000, 2.50% Floor	06/24/29		4		3			3		(9)(13)(14)(21)
							9,959			9,957
Team Car Wash
TCW Midco LLC	First Lien Secured Debt - Term Loan	S+575, 1.00% Floor	10/22/29		4,752		4,714			4,704		(9)(16)
	First Lien Secured Debt - Delayed Draw	S+575, 1.00% Floor	10/22/29		2,472		2,447			2,445		(9)(13)(14)(16) (17)
	First Lien Secured Debt - Revolver	S+575, 1.00% Floor	10/22/29		—		(1	)		(1	)	(9)(12)(13)(14)
							7,160			7,148
Ultra Clean Newco
Ultra Clean Holdco LLC	First Lien Secured Debt - Term Loan	S+500, 1.00% Floor	07/01/30		6,705		6,611			6,588		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+500, 1.00% Floor	07/01/30		1,060		1,039			1,023		(9)(13)(14)(17)
	First Lien Secured Debt - Revolver	S+500, 1.00% Floor	07/01/30		—		(1	)		(1	)	(9)(12)(13)(14)
							7,649			7,610
		Total Diversified Consumer Services				$	59,006		$	58,955

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2025

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate (8)	Maturity Date		Par/Shares (3)		Cost (26)			Fair Value (1)(27)
Electrical Equipment
Brush Group
Brush Group Bidco Limited	First Lien Secured Debt - Term Loan	SONIA+500, 0.00% Floor	07/30/31	£		5,985	$	7,815		$	7,946		(9)(11)(24)
	First Lien Secured Debt - Revolver	SONIA+500, 0.00% Floor	07/30/31	£		—		(28	)		(30	)	(9)(11)(12)(13) (14)
								7,787			7,916
International Wire Group
IW Buyer LLC	First Lien Secured Debt - Term Loan	S+510, 1.00% Floor	06/28/29			10,200		10,081			10,149		(9)(17)
Kauffman
Kauffman Intermediate, LLC	First Lien Secured Debt - Term Loan	10.27%	09/30/26			8,926		8,408			5,410		(5)(9)
		Total Electrical Equipment					$	26,276		$	23,475
Electronic Equipment, Instruments & Compone
Eckhart BidCo, LLC
Eckhart BidCo, LLC	First Lien Secured Debt - Term Loan	S+560, 1.00% Floor	01/10/29	$		7,818	$	7,716		$	7,652		(17)
Generator Buyer, Inc.
Total Power Limited	First Lien Secured Debt - Term Loan	CORRA+450, 0.75% Floor	07/22/30	C$		8,690		6,225			6,268		(9)(11)(20)
	First Lien Secured Debt - Term Loan	S+450, 0.75% Floor	07/22/30			988		973			978		(9)(11)(17)
	First Lien Secured Debt - Delayed Draw	CORRA+450, 0.75% Floor	07/22/30	C$		63		45			45		(9)(11)(13)(14) (20)
	First Lien Secured Debt - Delayed Draw	S+450, 0.75% Floor	07/22/30			—		(12	)		(23	)	(9)(11)(12)(13) (14)
	First Lien Secured Debt - Revolver	CORRA+450, 0.75% Floor	07/22/30	C$		—		(3	)		(2	)	(9)(11)(12)(13) (14)
								7,228			7,266
Li-Cor, Inc.
Li-Cor, Inc.	First Lien Secured Debt - Term Loan	S+485, 1.00% Floor	12/01/27			7,817		7,777			7,807		(16)
Team LINX, LLC
TeamLINX Buyer, LLC	First Lien Secured Debt - Term Loan	S+500, 1.00% Floor	12/18/30			9,490		9,377			9,394		(9)(17)
	First Lien Secured Debt - Revolver	S+500, 1.00% Floor	12/18/30			—		(1	)		(1	)	(9)(12)(13)(14)
								9,376			9,393
		Total Electronic Equipment, Instruments & Components					$	32,097		$	32,118
Entertainment
Chernin Entertainment
Jewel Purchaser, Inc.	First Lien Secured Debt - Term Loan	S+560, 0.50% Floor	07/01/27	$		7,282	$	7,282		$	7,246		(9)(17)
DHX
WildBrain Ltd.	First Lien Secured Debt - Term Loan	S+550, 1.00% Floor	07/23/29			4,780		4,707			4,685		(9)(11)(17)
	First Lien Secured Debt - Revolver	S+550, 1.00% Floor	07/23/29			65		64			63		(9)(11)(13)(14) (17)
								4,771			4,748
		Total Entertainment					$	12,053		$	11,994

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2025

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate (8)	Maturity Date		Par/Shares (3)		Cost (26)			Fair Value (1)(27)
Financial Services
AML Rightsource
Gabriel Partners, LLC	First Lien Secured Debt - Term Loan	S+195 Cash plus 5.45% PIK, 1.00% Floor	01/21/27	$		8,122	$	8,106		$	7,960		(9)(17)
GC Waves
GC Waves Holdings, Inc.	First Lien Secured Debt - Term Loan	S+450, 0.75% Floor	10/04/30			9,678		9,678			9,631		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+450, 0.75% Floor	10/04/30			99		99			99		(9)(17)
	First Lien Secured Debt - Revolver	S+450, 0.75% Floor	10/04/30			—		—			—		(9)(13)(14)
								9,777			9,730
PMA
PMA Parent Holdings, LLC	First Lien Secured Debt - Term Loan	S+475, 0.75% Floor	01/31/31			4,888		4,844			4,839		(9)(17)
	First Lien Secured Debt - Revolver	S+475, 0.75% Floor	01/31/31			—		(1	)		(1	)	(9)(12)(13)(14)
								4,843			4,838
Wealth Enhancement Group
Wealth Enhancement Group, LLC	First Lien Secured Debt - Term Loan	S+450, 1.00% Floor	10/02/28			7,834		7,813			7,800		(17)
		Total Financial Services					$	30,539		$	30,328
Food Products
Amylu Foods
Amylu Borrower Sub, LLC	First Lien Secured Debt - Term Loan	S+500, 0.75% Floor	06/10/31	$		5,455	$	5,404		$	5,469		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+500, 0.75% Floor	06/10/31			—		(4	)		—		(9)(13)(14)
	First Lien Secured Debt - Revolver	S+500, 0.75% Floor	06/10/31			—		(10	)		—		(9)(13)(14)
								5,390			5,469
Berner Foods
Berner Food & Beverage, LLC	First Lien Secured Debt - Term Loan	S+665, 1.00% Floor	07/30/27			7,816		7,664			7,680		(9)(17)
Casper's Ice Cream, LLC
Casper's Ice Cream, LLC	First Lien Secured Debt - Term Loan	S+115 Cash plus 5.25% PIK, 1.00% Floor	12/29/28			7,817		7,756			7,523		(16)
Fortune International LLC
Fortune International LLC	First Lien Secured Debt - Delayed Draw	S+510, 1.00% Floor	07/17/27			7,795		7,743			7,614		(17)
Justin's
Justin's LLC	First Lien Secured Debt - Term Loan	S+500, 1.00% Floor	12/15/31			2,083		2,052			2,052		(9)(17)
	First Lien Secured Debt - Revolver	S+500, 1.00% Floor	12/15/31			—		(6	)		(6	)	(9)(12)(13)(14)
	Common Equity - Stock	N/A	N/A		100,000 Shares			100			100		(9)(15)
								2,146			2,146
		Total Food Products					$	30,699		$	30,432

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2025

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate (8)	Maturity Date		Par/Shares (3)		Cost (26)			Fair Value (1)(27)
Ground Transportation
Heniff and Superior
Heniff Holdco, LLC	First Lien Secured Debt - Term Loan	S+610, 1.00% Floor	12/03/26	$		7,621	$	7,608		$	7,526		(9)(17)
		Total Ground Transportation					$	7,608		$	7,526
Health Care Equipment & Supplies
ACP Hyperdrive, Inc.
ACP Hyperdrive, Inc.	First Lien Secured Debt - Term Loan	S+590, 1.00% Floor	03/08/28	$		7,818	$	7,685		$	7,461		(17)
Capsa Healthcare
CSHC Buyerco, LLC	First Lien Secured Debt - Term Loan	S+485, 1.00% Floor	09/08/26			10,305		10,251			10,214		(9)(17)
CQ Medical
BW ISO Acquisition LLC	First Lien Secured Debt - Term Loan	S+500, 0.75% Floor	11/01/27			2,494		2,469			2,469		(9)(17)
Dragonfly Health, Inc (fka StateServ Acquis
Dragonfly Health, Inc	First Lien Secured Debt - Term Loan	S+590, 1.00% Floor	11/19/30			7,817		7,740			7,768		(17)
Medical Guardian
Medical Guardian, LLC	First Lien Secured Debt - Term Loan	S+500, 1.00% Floor	04/26/28			7,837		7,791			7,837		(9)(17)
Natus Sensory
Natus Sensory, Inc.	First Lien Secured Debt - Term Loan	S+525, 0.75% Floor	01/07/31			4,665		4,604			4,554		(9)(17)
	First Lien Secured Debt - Term Loan	E+525, 0.00% Floor	01/07/31	€		95		98			109		(9)(22)
	First Lien Secured Debt - Delayed Draw	S+525, 0.75% Floor	01/07/31			—		(1	)		(2	)	(9)(12)(13)(14)
	First Lien Secured Debt - Revolver	S+525, 0.75% Floor	01/07/31			—		(1	)		(2	)	(9)(12)(13)(14)
								4,700			4,659
Project Titan
Titan Luxco I SARL	First Lien Secured Debt - Term Loan	S+500, 0.75% Floor	06/12/32			3,022		2,994			2,992		(9)(17)
	First Lien Secured Debt - Term Loan	E+500, 0.75% Floor	06/12/32	€		589		675			685		(9)(22)
	First Lien Secured Debt - Delayed Draw	S+500, 0.75% Floor	06/12/32			—		(4	)		(8	)	(9)(12)(13)(14)
	First Lien Secured Debt - Revolver	S+500, 0.75% Floor	06/12/31			183		180			179		(9)(13)(14)(17)
	First Lien Secured Debt - Revolver	E+500, 0.75% Floor	06/12/31	€		65		63			63		(9)(13)(14)(22)
								3,908			3,911
		Total Health Care Equipment & Supplies					$	44,544		$	44,319
Health Care Providers & Services
EmpiRx
EmpiRx Health LLC	First Lien Secured Debt - Term Loan	S+475, 1.00% Floor	08/05/29	$		9,817	$	9,771		$	9,717		(9)(17)
EyeSouth
SCP Eye Care Services, LLC	First Lien Secured Debt - Term Loan	S+560, 1.00% Floor	10/05/29			7,819		7,629			7,628		(17)

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2025

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate (8)	Maturity Date	Par/Shares (3)		Cost (26)			Fair Value (1)(27)
FP UC Intermediate Holdings, Inc.
FP UC Intermediate Holdings, Inc.	First Lien Secured Debt - Term Loan	S+560, 1.00% Floor	11/22/27		7,857		7,811			7,531		(16)
KureSmart
Kure Pain Holdings, Inc.	First Lien Secured Debt - Term Loan	S+560, 1.00% Floor	08/30/30		6,727		6,726			6,724		(9)(17)
Maxor National Pharmacy Services, LLC
Maxor Acquisition, Inc.	First Lien Secured Debt - Term Loan	S+610, 1.00% Floor	03/01/29		7,819		7,687			7,760		(9)(17)
Midwest Vision
Midwest Vision Partners Management, LLC	First Lien Secured Debt - Term Loan	S+100 Cash plus 5.75% PIK, 1.00% Floor	01/12/28		8,116		8,020			7,933		(9)(17)
	First Lien Secured Debt - Term Loan	S+650 PIK, 1% Floor	01/12/28		417		412			417		(9)(17)
							8,432			8,350
Natural Partners
Natural Partners, Inc.	First Lien Secured Debt - Term Loan	S+450, 1.00% Floor	11/29/30		7,817		7,812			7,801		(17)
Rarebreed
Rarebreed Veterinary Partners, Inc.	First Lien Secured Debt - Term Loan	S+525, 1.00% Floor	04/18/30		7,683		7,565			7,568		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+525, 1.00% Floor	04/18/30		115		113			113		(9)(13)(14)(17)
	First Lien Secured Debt - Revolver	S+525, 1.00% Floor	04/18/30		—		(1	)		(1	)	(9)(12)(13)(14)
							7,677			7,680
RHA Health Services
Pace Health Companies, LLC	First Lien Secured Debt - Term Loan	S+540, 1.00% Floor	08/02/27		7,813		7,747			7,759		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+525, 1.00% Floor	08/02/27		—		(16	)		(14	)	(9)(12)(13)(14)
							7,731			7,745
Tarrytown
Tarrytown Acquisition Holdings, LLC	First Lien Secured Debt - Term Loan	S+475, 0.75% Floor	11/12/32		1,713		1,696			1,696		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+475, 0.75% Floor	11/12/32		—		(2	)		(2	)	(9)(12)(13)(14)
	First Lien Secured Debt - Revolver	S+475, 0.75% Floor	11/12/32		—		(3	)		(3	)	(9)(12)(13)(14)
							1,691			1,691
Team Select
TS Investors, LLC	First Lien Secured Debt - Term Loan	S+475, 1.00% Floor	05/04/29		7,820		7,766			7,780		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+475, 1.00% Floor	05/04/29		820		810			814		(9)(13)(14)(17)
	First Lien Secured Debt - Revolver	S+475, 1.00% Floor	05/04/29		—		(6	)		(3	)	(9)(12)(13)(14)
							8,570			8,591
Thomas Scientific
Thomas Scientific, LLC	First Lien Secured Debt - Term Loan	S+340 Cash plus 4.50% PIK, 1.00% Floor	12/14/27		8,386		8,316			8,098		(9)(17)
TST Intermediate Holdings, LLC
TST Intermediate Holdings, LLC	First Lien Secured Debt - Term Loan	S+560, 1.00% Floor	12/31/28		7,439		7,355			7,049		(17)

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2025

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate (8)	Maturity Date		Par/Shares (3)		Cost (26)			Fair Value (1)(27)
TVG Shelby Buyer, Inc.
TVG Shelby Buyer, Inc.	First Lien Secured Debt - Term Loan	S+510, 1.00% Floor	03/27/28			7,936		7,868			7,816		(17)
TVG-MEDULLA, LLC
TVG-MEDULLA, LLC	First Lien Secured Debt - Term Loan	S+460 Cash plus 2.50% PIK, 1.00% Floor	09/30/27			8,231		8,167			7,578		(17)
Veristat Group Inc.
Veristat Group Inc.	First Lien Secured Debt - Term Loan	10.50%	03/31/27			8,127		7,798			4,729		(5)
WelldyneRX, LLC
WelldyneRX, LLC	First Lien Secured Debt - Term Loan	S+685, 0.75% Floor	03/09/27			7,817		7,729			7,720		(17)
Xanitos
Pure Upper Holdco LLC	First Lien Secured Debt - Term Loan	S+475, 1.00% Floor	12/03/31			3,222		3,190			3,190		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+475, 1.00% Floor	12/03/31			—		(4	)		(4	)	(9)(12)(13)(14)
	First Lien Secured Debt - Revolver	S+475, 1.00% Floor	12/03/31			—		(9	)		(9	)	(9)(12)(13)(14)
Xanitos TopCo, LLC	Common Equity - Membership Interest	N/A	N/A		100,000 Shares			100			100		(9)(15)
								3,277			3,277
		Total Health Care Providers & Services					$	132,047		$	127,485
Health Care Technology
Arcadia Solutions
Arcadia Solutions, Inc.	First Lien Secured Debt - Term Loan	S+550, 1.00% Floor	08/12/32	$		6,429	$	6,367		$	6,364		(9)(17)
	First Lien Secured Debt - Revolver	S+550, 1.00% Floor	08/12/32			—		(10	)		(11	)	(9)(12)(13)(14)
								6,357			6,353
Merative
Merative L.P.	First Lien Secured Debt - Term Loan	S+450, 0.75% Floor	09/30/32			2,059		2,049			2,049		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+450, 0.75% Floor	09/30/32			—		(1	)		(1	)	(9)(12)(13)(14)
	First Lien Secured Debt - Revolver	S+450, 0.75% Floor	09/30/32			—		(1	)		(1	)	(9)(12)(13)(14)
								2,047			2,047
MRO Parent Corporation
MRO Parent Corporation	First Lien Secured Debt - Term Loan	S+450, 0.75% Floor	06/09/32			2,124		2,095			2,103		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+450, 0.75% Floor	06/09/32			—		(2	)		(2	)	(9)(12)(13)(14)
	First Lien Secured Debt - Revolver	S+450, 0.75% Floor	06/09/32			—		(2	)		(2	)	(9)(12)(13)(14)
								2,091			2,099
Parcelshield Holdings LLC
Parcelshield Holdings LLC	First Lien Secured Debt - Term Loan	9.32%	09/30/27			7,763		7,440			3,885		(5)
		Total Health Care Technology					$	17,935		$	14,384

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2025

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate (8)	Maturity Date		Par/Shares (3)		Cost (26)			Fair Value (1)(27)
Hotels, Restaurants & Leisure
American West
AWRG Borrower LLC	First Lien Secured Debt - Term Loan	S+510, 1.00% Floor	06/18/30	$		5,543	$	5,543		$	5,343		(17)(25)
AWRG Parent LLC	Common Equity - Stock	N/A	N/A		807,101 Shares			1,659			1,079		(6)(15)(25)
								7,202			6,422
Crumbl
Crumbl Enterprises LLC	First Lien Secured Debt - Term Loan	S+450, 0.75% Floor	05/05/32			2,303		2,282			2,280		(9)(17)
	First Lien Secured Debt - Revolver	S+450, 0.75% Floor	05/05/32			—		(2	)		(2	)	(9)(12)(13)(14)
								2,280			2,278
PARS Group LLC
PARS Group LLC	First Lien Secured Debt - Term Loan	S+685, 1.50% Floor	04/03/28			7,693		7,626			7,155		(9)(16)
Taco Cabana
YTC Enterprises, LLC	First Lien Secured Debt - Term Loan	S+636, 1.00% Floor	08/16/26			6,946		6,910			6,650		(9)(16)
Walters Wedding Estates
WH BorrowerCo, LLC	First Lien Secured Debt - Term Loan	S+500, 1.00% Floor	08/02/30			8,800		8,693			8,602		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+500, 1.00% Floor	08/02/30			47		46			45		(9)(13)(14)(16)
	First Lien Secured Debt - Revolver	S+500, 1.00% Floor	08/02/30			23		22			21		(9)(13)(14)(17)
								8,761			8,668
		Total Hotels, Restaurants & Leisure					$	32,779		$	31,173
Household Products
Tranzonic
TZ Buyer LLC	First Lien Secured Debt - Term Loan	S+610, 0.75% Floor	08/14/28	$		7,818	$	7,721		$	7,740		(9)(17)
		Total Household Products					$	7,721		$	7,740
Insurance
Spectrum Automotive
Shelby 2021 Holdings Corp.	First Lien Secured Debt - Term Loan	S+525, 0.75% Floor	06/29/28	$		7,816	$	7,724		$	7,777		(9)(17)
West-NR AcquisitionCo, LLC
West-NR AcquisitionCo, LLC	First Lien Secured Debt - Term Loan	S+510, 1.00% Floor	12/27/27			7,817		7,760			7,794		(17)
		Total Insurance					$	15,484		$	15,571

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2025

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate (8)	Maturity Date		Par/Shares (3)		Cost (26)			Fair Value (1)(27)
IT Services
Distinct
Distinct Holdings Inc	First Lien Secured Debt - Term Loan	S+575, 1.00% Floor	07/18/29	$		9,776	$	9,647		$	9,487		(9)(17)
	First Lien Secured Debt - Revolver	S+575, 1.00% Floor	07/18/29			72		70			69		(9)(13)(14)(17)
								9,717			9,556
VikingCloud
Bullcave Limited	First Lien Secured Debt - Term Loan	S+500, 0.75% Floor	08/06/30			9,776		9,657			9,703		(9)(17)
	First Lien Secured Debt - Revolver	S+500, 0.75% Floor	08/06/30			67		65			66		(9)(13)(14)(17)
								9,722			9,769
		Total IT Services					$	19,439		$	19,325
Leisure Products
Paladone
Paladone Group Bidco Limited	First Lien Secured Debt - Term Loan	S+585, 1.00% Floor	11/12/27	$		7,817	$	7,768		$	7,700		(9)(11)(17)
Wellbeam Consumer Health Intermediate, LLC
Wellbeam Consumer Health Intermediate, LLC	First Lien Secured Debt - Delayed Draw	S+640, 1.00% Floor	10/04/27			5,341		5,202			5,194		(17)
		Total Leisure Products					$	12,970		$	12,894
Machinery
BW Colson Acquisition LLC
BW Colson Acquisition LLC	First Lien Secured Debt - Term Loan	S+515, 1.00% Floor	02/26/27	$		7,938	$	7,884		$	7,853		(17)
Flow Control
Flow Control Intermediate Holdings 2.0, LLC	First Lien Secured Debt - Term Loan	S+525, 1.00% Floor	05/01/31			2,653		2,617			2,640		(9)(16)
	First Lien Secured Debt - Delayed Draw	S+525, 1.00% Floor	05/01/31			—		(11	)		(8	)	(9)(12)(13)(14)
	First Lien Secured Debt - Revolver	S+525, 1.00% Floor	05/01/31			—		(9	)		(3	)	(9)(12)(13)(14)
								2,597			2,629
Ideal Tridon
Ideal Components Acquisition, LLC	First Lien Secured Debt - Term Loan	S+500, 0.75% Floor	06/30/32			5,597		5,517			5,555		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+500, 0.75% Floor	06/30/32			—		(7	)		(8	)	(9)(12)(13)(14)
	First Lien Secured Debt - Revolver	S+500, 0.75% Floor	06/30/32			115		103			108		(9)(13)(14)(17)
								5,613			5,655
Milacron (Project Iota)
IOTA HOLDINGS 3	First Lien Secured Debt - Term Loan	S+475, 0.00% Floor	03/31/32			6,153		6,067			6,061		(9)(17)
	First Lien Secured Debt - Revolver	S+475, 0.00% Floor	03/31/32			347		331			328		(9)(13)(14)(17)
								6,398			6,389

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2025

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate (8)	Maturity Date		Par/Shares (3)		Cost (26)		Fair Value (1)(27)
OEH
OEH Parent Holdings, Inc.	First Lien Secured Debt - Term Loan	S+585, 1.00% Floor	11/09/27			7,817		7,736		7,682	(16)
Relevant Industrial
Relevant Industrial, LLC	First Lien Secured Debt - Term Loan	S+475, 1.00% Floor	05/16/31			2,724		2,693		2,690	(9)(17)
	First Lien Secured Debt - Delayed Draw	S+475, 1.00% Floor	05/16/31			65		55		43	(9)(13)(14)(17)
	First Lien Secured Debt - Revolver	P+375, 1.00% Floor	05/16/31			48		42		42	(9)(13)(14)(21)
								2,790		2,775
		Total Machinery					$	33,018	$	32,983
Media
FingerPaint Marketing
KL Charlie Acquisition Company	First Lien Secured Debt - Term Loan	S+510, 1.00% Floor	12/30/26	$		7,815	$	7,744	$	7,776	(9)(17)
HALO Branded Solutions
HALO Buyer, Inc	First Lien Secured Debt - Term Loan	S+600, 1.00% Floor	08/07/29			4,863		4,782		4,767	(9)(17)
	First Lien Secured Debt - Revolver	S+600, 1.00% Floor	08/07/29			36		34		34	(9)(13)(14)(17)
								4,816		4,801
HU Buyer, Inc.
HU Buyer, Inc.	First Lien Secured Debt - Term Loan	S+610, 1.00% Floor	12/29/26			7,815		7,745		7,702	(17)
Terrier Gamut Holdings, Inc.
Terrier Gamut Holdings, Inc.	First Lien Secured Debt - Term Loan	S+560, 1.00% Floor	08/15/28			6,684		6,519		6,335	(17)
		Total Media					$	26,824	$	26,614
Multi-Utilities
Congruex
Congruex Group LLC	First Lien Secured Debt - Term Loan	S+165 Cash plus 5.00% PIK, 1.50% Floor	05/03/29	$		8,470	$	8,326	$	6,814	(4)(9)(17)
SEER
GS SEER Group Borrower LLC	First Lien Secured Debt - Term Loan	S+675, 1.00% Floor	04/29/30			7,820		7,657		7,663	(9)(17)
		Total Multi-Utilities					$	15,983	$	14,477
Paper & Forest Products
BiOrigin Specialty Products
Complete Paper Inc.	First Lien Secured Debt - Term Loan	S+500, 0.75% Floor	02/04/31	$		7,444	$	7,345	$	7,294	(9)(17)
		Total Paper & Forest Products					$	7,345	$	7,294

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2025

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate (8)	Maturity Date		Par/Shares (3)		Cost (26)			Fair Value (1)(27)
Personal Care Products
Advantice Health
Jazz AH Holdco, LLC	First Lien Secured Debt - Term Loan	S+500, 0.75% Floor	04/02/29	$		7,818	$	7,714		$	7,706		(17)
Dr. Scholl's
DRS Holdings III, Inc.	First Lien Secured Debt - Term Loan	S+525, 1.00% Floor	11/01/28			8,963		8,926			8,918		(9)(17)
	First Lien Secured Debt - Revolver	S+525, 1.00% Floor	11/01/28			—		(2	)		(3	)	(9)(12)(13)(14)
								8,924			8,915
LashCo
Lash OpCo, LLC	First Lien Secured Debt - Term Loan	S+500 Cash plus 2.00% PIK, 1.00% Floor	09/17/27			8,844		8,796			8,394		(9)(17)
Suave
Silk Holdings III Corp.	First Lien Secured Debt - Term Loan	S+450, 0.50% Floor	12/03/32			9,375		9,261			9,281		(9)(17)
	First Lien Secured Debt - Revolver	S+450, 0.50% Floor	12/03/32			125		119			119		(9)(13)(14)(17)
								9,380			9,400
		Total Personal Care Products					$	34,814		$	34,415
Pharmaceuticals
Ora LLC
Orion Buyer, LLC	First Lien Secured Debt - Term Loan	S+500, 1.00% Floor	07/18/30	$		8,690	$	8,550		$	8,256		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+500, 1.00% Floor	07/18/30			—		(1	)		(5	)	(9)(12)(13)(14)
	First Lien Secured Debt - Revolver	P+400, 1.00% Floor	07/18/30			100		98			95		(9)(14)(21)
TVG Orion Blocker, Inc.	Common Equity - Stock	N/A	N/A		2 Shares			99			—		(6)(9)(15)
	Unsecured Debt - Promissory Note	11.34%	07/11/30			19		19			—		(9)
								8,765			8,346
PAI Pharma
Pai Middle Tier, LLC	First Lien Secured Debt - Term Loan	S+450, 0.75% Floor	02/13/32			7,363		7,263			7,278		(9)(17)
	First Lien Secured Debt - Revolver	S+450, 0.75% Floor	02/13/32			14		13			13		(9)(13)(14)(17)
PAI Co-Investor FT Aggregator LLC	Common Equity - Stock	N/A	N/A		50 Shares			50			53		(9)(15)(6)
								7,326			7,344
Sterling Pharma
Saffron Bidco Ltd	First Lien Secured Debt - Term Loan	S+325 Cash plus 2.50% PIK, 0.75% Floor	09/24/31			9,749		9,585			9,457		(9)(11)(18)
	First Lien Secured Debt - Term Loan	E+325 Cash plus 2.50% PIK, 0.75% Floor	09/24/31	€		98		107			112		(9)(11)(23)
	First Lien Secured Debt - Delayed Draw	SONIA+325 Cash plus 2.50% PIK, 0.75% Floor	09/24/31	£		—		—			(4	)	(9)(11)(12)(13) (14)
								9,692			9,565

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2025

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate (8)	Maturity Date		Par/Shares (3)		Cost (26)			Fair Value (1)(27)
TersSera
TerSera Therapeutics LLC	First Lien Secured Debt - Term Loan	S+575, 1.00% Floor	04/04/29			7,820		7,780			7,820		(9)(17)
Trillium
Trillium Health Care Products Inc.	First Lien Secured Debt - Term Loan	S+525, 1.00% Floor	08/06/31			9,801		9,634			9,482		(9)(17)
	First Lien Secured Debt - Revolver	S+525, 1.00% Floor	08/06/31			54		53			51		(9)(13)(14)(16)
	First Lien Secured Debt - Revolver	CORRA+525, 1.00% Floor	08/06/31	C$		—		—			(1	)	(9)(12)(13)(14)
								9,687			9,532
		Total Pharmaceuticals					$	43,250		$	42,607
Professional Services
AGDATA
AGDATA Midco, LLC	First Lien Secured Debt - Term Loan	S+475, 0.75% Floor	07/01/30	$		2,793	$	2,765		$	2,751		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+475, 0.75% Floor	07/01/30			—		(11	)		(33	)	(9)(12)(13)(14)
								2,754			2,718
DCM Services
DCM Parent, LLC	First Lien Secured Debt - Term Loan	S+500, 1.00% Floor	03/12/31			4,193		4,137			4,130		(9)(17)
	First Lien Secured Debt - Revolver	S+500, 1.00% Floor	03/12/31			—		(10	)		(12	)	(9)(12)(13)(14)
								4,127			4,118
DecisionHR
DecisionHR Holdings, Inc.	First Lien Secured Debt - Term Loan	S+450, 1.00% Floor	12/08/31			3,404		3,371			3,370		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+450, 1.00% Floor	12/08/31			—		(5	)		(5	)	(9)(12)(13)(14)
	First Lien Secured Debt - Revolver	S+450, 1.00% Floor	12/08/31			—		(5	)		(5	)	(9)(12)(13)(14)
								3,361			3,360
Escalent
M&M OPCO, LLC	First Lien Secured Debt - Term Loan	S+600, 1.00% Floor	04/07/29			7,739		7,619			7,642		(9)(17)
Lexitas
Chronicle Parent LLC	First Lien Secured Debt - Term Loan	S+500, 1.00% Floor	04/15/31			3,501		3,469			3,466		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+500, 1.00% Floor	04/15/31			91		86			80		(9)(14)(17)
	First Lien Secured Debt - Revolver	S+500, 1.00% Floor	04/15/31			—		(3	)		(4	)	(9)(12)(13)(14)
								3,552			3,542

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2025

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate (8)	Maturity Date		Par/Shares (3)		Cost (26)			Fair Value (1)(27)
North Highland
The North Highland Company LLC	First Lien Secured Debt - Term Loan	S+475, 0.75% Floor	12/20/31			4,752		4,710			4,704		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+475, 0.75% Floor	12/20/31			—		—			(1	)	(9)(12)(13)(14)
	First Lien Secured Debt - Revolver	S+475, 0.75% Floor	12/20/30			14		13			13		(9)(13)(14)(17)
								4,723			4,716
		Total Professional Services					$	26,136		$	26,096
Software
American Megatrends
AMI Buyer, Inc.	First Lien Secured Debt - Term Loan	S+500, 0.75% Floor	10/17/31	$		4,863	$	4,800		$	4,863		(9)(19)
	First Lien Secured Debt - Revolver	S+500, 0.75% Floor	10/17/31			—		(1	)		—		(9)(13)(14)
								4,799			4,863
CM Acquisitions Holdings Inc. (fka Sisterco
CM Acquisitions Holdings Inc.	First Lien Secured Debt - Term Loan	S+550, 1.00% Floor	01/28/28			6,668		6,654			6,633		(17)
EVER.AG Corporation
EVER.AG Corporation	First Lien Secured Debt - Term Loan	S+535, 1.00% Floor	06/24/27			10,015		9,952			9,930		(9)(17)
Forcura + Medalogix (Project Tarpon)
F&M Buyer LLC	First Lien Secured Debt - Term Loan	S+450, 0.75% Floor	03/18/32			3,380		3,349			3,380		(9)(17)
	First Lien Secured Debt - Delayed Draw	S+450, 0.75% Floor	03/18/32			—		(5	)		—		(9)(13)(14)
	First Lien Secured Debt - Revolver	S+450, 0.75% Floor	03/18/32			—		(4	)		—		(9)(13)(14)
								3,340			3,380
Litify
Litify LLC	First Lien Secured Debt - Term Loan	S+560, 1.00% Floor	02/02/29			4,000		3,930			3,920		(17)(9)
Poppulo, Inc.
Four Winds Interactive LLC	First Lien Secured Debt - Term Loan	S+575, 0.75% Floor	02/20/30			4,776		4,694			4,728		(17)(9)
	First Lien Secured Debt - Delayed Draw	S+575, 0.75% Floor	02/20/30			—		(1	)		(1	)	(9)(12)(13)(14)
	First Lien Secured Debt - Revolver	S+575, 0.75% Floor	02/20/30			—		(2	)		(1	)	(9)(12)(13)(14)
								4,691			4,726
Uniguest
Uniguest Holdings, Inc	First Lien Secured Debt - Term Loan	S+500, 1.00% Floor	11/27/30			9,702		9,578			9,566		(17)(9)
	First Lien Secured Debt - Delayed Draw	S+500, 1.00% Floor	11/27/30			—		(1	)		(1	)	(9)(12)(13)(14)
	First Lien Secured Debt - Revolver	S+500, 1.00% Floor	11/27/30			—		(1	)		(1	)	(9)(12)(13)(14)
								9,576			9,564
		Total Software					$	42,942		$	43,016

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2025

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate (8)	Maturity Date		Par/Shares (3)		Cost (26)			Fair Value (1)(27)
Specialty Retail
Club Champion
Club Champion LLC	First Lien Secured Debt - Term Loan	S+500, 0.75% Floor	06/14/29	$		9,799	$	9,686		$	9,701		(17)(9)
	First Lien Secured Debt - Revolver	S+500, 0.75% Floor	06/14/29			37		36			36		(17)(9)(13)(14)
		Total Specialty Retail					$	9,722		$	9,737
Trading Companies & Distributors
LSG
Lindstrom, LLC	First Lien Secured Debt - Term Loan	S+550, 0.75% Floor	12/30/32	$		4,357	$	4,292		$	4,292		(17)(9)
	First Lien Secured Debt - Revolver	S+550, 0.75% Floor	12/30/32			236		226			226		(17)(9)(13)(14)
								4,518			4,518
MacQueen Equipment
MacQueen Equipment, LLC	First Lien Secured Debt - Term Loan	S+525, 1.00% Floor	01/07/28			7,788		7,758			7,781		(16)
McNichols Company
Patriot MCN Buyer Corp.	First Lien Secured Debt - Term Loan	S+475, 1.75% Floor	10/01/31			1,937		1,913			1,912		(17)(9)
	First Lien Secured Debt - Delayed Draw	S+475, 1.75% Floor	10/01/31			—		(2	)		(2	)	(9)(12)(13)(14)
	First Lien Secured Debt - Revolver	S+475, 1.75% Floor	10/01/31			—		(3	)		(3	)	(9)(12)(13)(14)
								1,908			1,907
ORS Nasco
WC ORS Buyer, Inc.	First Lien Secured Debt - Term Loan	S+500, 0.75% Floor	08/07/31			9,678		9,554			9,581		(17)(9)
	First Lien Secured Debt - Delayed Draw	S+500, 0.75% Floor	08/07/31			99		98			98		(17)(9)
	First Lien Secured Debt - Revolver	S+500, 0.75% Floor	08/07/31			18		17			17		(17)(9)(13)(14)
WC ORS Holdings, L.P.	Common Equity - Limited Partnership	N/A	N/A		30,000 Shares			30			53		(6)(9)(15)
								9,699			9,749
		Total Trading Companies & Distributors					$	23,883		$	23,955
Transportation Infrastructure
GAT-Airline Ground Support Inc
GAT-Airline Ground Support Inc	First Lien Secured Debt - Term Loan	S+525, 1.00% Floor	05/09/29	$		3,743	$	3,702		$	3,743		(17)(9)
	First Lien Secured Debt - Delayed Draw	S+525, 1.00% Floor	05/09/29			146		144			146		(17)(9)(13)(14)
	First Lien Secured Debt - Revolver	S+525, 1.00% Floor	05/09/29			27		25			27		(17)(9)(13)(14)
		Total Transportation Infrastructure					$	3,871		$	3,916
Wireless Telecommunication Services
Kane Communications LLC
Kane Communications LLC	First Lien Secured Debt - Term Loan	S+626, 1.00% Floor	08/09/27	$		8,000	$	7,921		$	7,877		(17)
		Total Wireless Telecommunication Services					$	7,921		$	7,877
Total Investments							$	962,492		$	942,796		(2)(7)

         Derivative Instrument

         Settlement Date

         Notional amount to be purchased

         Notional amount to be sold

         Footnote Reference

Foreign currency forward contract

3/18/2026

$

2,898

C$

3,979

Note 4

Foreign currency forward contract

3/18/2026

996

€

850

Note 4

Foreign currency forward contract

3/18/2026

3,518

£

2,640

Note 4

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2025

(In thousands, except share data)

(1)

Fair value is determined in good faith subject to the oversight of the board of trustees of the Company (the "Board") (see Note 2 to the consolidated financial statements).

(2)

Currently there are no differences for federal income tax purposes as it relates to unrealized gain and loss.

(3)

Par amount is denominated in USD ("$") unless otherwise noted, British Pound (“£”), Canadian Dollar (“C$”), European Euro (“€”). Par amount represents funded commitments. See Note 14 in the Consolidated Schedule of Investments and Note 8 to the consolidated financial statements for further information on undrawn revolving and delayed draw loan commitments, including commitments to issue letters of credit through a financial intermediary on behalf of certain portfolio companies.

(4)

Other than the investments noted by this footnote, the fair value of the Company’s investments is determined using unobservable inputs that are significant to the overall fair value measurement. See Note 2 to the consolidated financial statements for more information regarding ASC 820, Fair Value Measurements (“ASC 820”).

(5)

Non-accrual status (see Note 2 to the consolidated financial statements).

(6)

Non-income producing security.

(7)

Unless otherwise indicated, all securities are pledged as collateral to our credit facility (the “AP Leaf Secured Credit Facility” as defined in Note 5 to the financial statements). As such, these securities are not available as collateral to our general creditors.

(8)

Unless otherwise indicated, loan contains a variable rate structure, and the terms in the Consolidated Schedule of Investments disclose the actual interest rate in effect as of the reporting period which may be subject to interest floors. Variable rate loans bear interest at a rate that may be determined by reference to the Secured Overnight Financing Rate (“SOFR” or “S”) or an alternate base rate (which can include but is not limited to the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement. Certain borrowers may elect to borrow Prime rate on select contracts and switch to an alternative base rate contract in the future.

(9)

These are co-investments made with the Company’s affiliates in accordance with the terms of the exemptive order the Company received from the SEC permitting us to do so. (See Note 3 to the consolidated financial statements for discussion of the exemptive order from the SEC.)

(10)

Unless otherwise indicated, all investments are non-controlled, non-affiliated investments. Non-controlled, non-affiliated investments are defined as investments in which the Company owns less than 5% of the portfolio company’s outstanding voting securities and does not have the power to exercise control over the management or policies of such portfolio company.

(11)

Investments that the Company has determined are not “qualifying assets” under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. The status of these assets under the 1940 Act is subject to change. The Company monitors the status of these assets on an ongoing basis. As of December 31, 2025, non-qualifying assets represented approximately 5.0% of the total assets of the Company.

(12)

The negative fair value is the result of the commitment being valued below par.

(13)

The undrawn portion of these committed revolvers and delayed draw term loans includes a commitment and unused fee rate.

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2025

(In thousands, except share data)

(14)

As of December 31, 2025, the Company had the following commitments to fund various revolving and delayed draw senior secured and subordinated loans, including commitments to issue letters of credit through a financial intermediary on behalf of certain portfolio companies. Such commitments are subject to the satisfaction of certain conditions set forth in the documents governing these loans and letters of credit and there can be no assurance that such conditions will be satisfied. See Note 8 to the consolidated financial statements for further information on revolving and delayed draw loan commitments, including commitments to issue letters of credit, related to certain portfolio companies.


Name of Issuer	Total Commitment			Drawn Commitment			Letters of Credit **			Undrawn Commitment
ACP Packaging Intermediateco, LLC	$	1,098	$		—	$		—	$		1,098
AGDATA Midco, LLC		2,207			—			—			2,207
AMI Buyer, Inc.		100			—			—			100
Accelevation LLC		136			17			—			119
American Restoration Holdings, LLC		428			84			—			344
Amylu Borrower Sub, LLC		2,031			—			—			2,031
Arcadia Solutions, Inc.		1,071			—			—			1,071
Aspen Aerogels, Inc.		100			15			—			85
Bingo Group Buyer, Inc.		916			3			—			913
Brush Group Bidco Limited*		2,022			—			—			2,022
Bullcave Limited		100			67			—			33
CARDS-Live Oak Holdings, Inc.		925			100			—			825
CI (MG) GROUP, LLC		1,565			294			—			1,271
CRS Holdings, Inc.		75			—			8			67
Chronicle Parent LLC		1,390			—			—			1,390
Club Car Wash Operating, LLC		1,200			—			—			1,200
Club Champion LLC		100			37			—			63
Cool Buyer, Inc.		199			50			—			149
Crumbl Enterprises LLC		185			—			—			185
DCM Parent, LLC		775			—			—			775
DRS Holdings III, Inc.		570			—			—			570
DecisionHR Holdings, Inc.		1,596			—			—			1,596
Distinct Holdings Inc		100			72			—			28
Eagle U.S. Purchaser, Inc.		707			—			—			707
F&M Buyer LLC		1,620			—			—			1,620
Flow Control Intermediate Holdings 2.0, LLC		2,333			—			—			2,333
Four Winds Interactive LLC		199			—			—			199
GAT-Airline Ground Support Inc		154			27			5			122
GC Waves Holdings, Inc.		100			—			—			100
HALO Buyer, Inc		100			36			—			64
IOTA HOLDINGS 3		1,316			347			2			967
Ideal Components Acquisition, LLC		1,889			115			—			1,775
Justin's LLC		417			—			—			417
Lindstrom, LLC		643			236			—			407
Lotus Topco Inc.		88			—			—			88
Lunar Buyer, LLC		200			42			—			158
MRO Parent Corporation		370			—			—			370
Merative L.P.		441			—			—			441
NCP-MSI Buyer		1,333			846			—			488
NPPI Buyer, LLC		200			—			—			200
Natus Sensory, Inc.		200			—			—			200
Orion Buyer, LLC		200			100			—			100
PMA Parent Holdings, LLC		100			—			—			100
Pace Health Companies, LLC		2,000			—			—			2,000

See notes to the consolidated financial statements.

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MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2025

(In thousands, except share data)


Name of Issuer	Total Commitment		Drawn Commitment		Letters of Credit **		Undrawn Commitment
Pai Middle Tier, LLC		100		14		—		86
Patriot MCN Buyer Corp.		563		—		—		563
Pavement Preservation Acquisition, LLC		100		—		—		100
Protein For Pets Opco, LLC		100		20		—		80
Pure Upper Holdco LLC		1,778		—		—		1,778
Rarebreed Veterinary Partners, Inc.		109		—		1		109
Regis Corporation		100		4		20		76
Relevant Industrial, LLC		2,196		48		—		2,149
Ronnoco Holdings, Inc.		1,448		193		—		1,255
SEKO Global Logistics Network, LLC		62		—		—		62
Saffron Bidco Ltd*		135		—		—		135
Silk Holdings III Corp.		625		125		—		500
Sperry Acquisition, LLC		100		20		—		80
TCW Midco LLC		393		—		—		393
TS Investors, LLC		1,178		—		—		1,178
Tarrytown Acquisition Holdings, LLC		787		—		—		787
TeamLINX Buyer, LLC		100		—		—		100
The North Highland Company LLC		200		14		—		186
Titan Luxco I SARL		1,389		248		—		1,141
Total Power Limited		2,308		—		—		2,308
Total Power Limited*		240		—		7		233
Traffic Management Solutions, LLC		3,225		—		—		3,225
Trillium Health Care Products Inc.		68		54		—		15
Trillium Health Care Products Inc.*		33		—		—		33
Ultra Clean Holdco LLC		1,121		—		—		1,121
Uniguest Holdings, Inc		200		—		—		200
Vixxo Corporation		50		—		—		50
Vybond Buyer, LLC		200		—		—		200
WC ORS Buyer, Inc.		100		18		—		82
WH BorrowerCo, LLC		153		23		—		130
WildBrain Ltd.		100		65		—		35
Total Commitments		52,763		3,332		43		49,388

* These investments are in a foreign currency and the total commitment has been converted to USD using the December 31, 2025 exchange rate.

** For all letters of credit issued and outstanding on December 31, 2025, $35 will expire in 2026 and $8 will expire in 2030.

(15)

Securities that are exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2025, the aggregate fair value of these securities is $3,924 or 1.0% of the Company's net assets. The acquisition dates of the restricted securities are as follows:


Issuer	Investment Type	Acquisition Date
AWRG Parent LLC	Common Equity - Stock	6/18/2025
AWRG Parent LLC	Common Equity - Stock	6/18/2025
Eagle Aggregator Ltd	Common Equity - Stock	12/31/2025
Eagle Aggregator Ltd	Common Equity - Preferred Stocks	12/31/2025
Justin's LLC	Common Equity - Stock	12/15/2025
LAV Gear Holdings, inc (d/b/a 4Wall Entertainment, Inc.)	Common Equity - Stock	7/31/2025
PAI Co-Investor FT Aggregator LLC	Common Equity - Stock	2/13/2025
Ronnoco Holdings, Inc.	Common Equity - Stock	3/17/2025
Ronnoco Holdings, Inc.	Common Equity - Stock	4/1/2025
Sperry Parent Holdings, L.P.	Common Equity - Stock	2/3/2025
Xanitos TopCo, LLC	Common Equity - Membership Interest	12/3/2025

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2025

(In thousands, except share data)

(16)

The interest rate on these loans is subject to 1 month SOFR, which as of December 31, 2025 was 3.69%.

(17)

The interest rate on these loans is subject to 3 months SOFR, which as of December 31, 2025 was 3.65%.

(18)

The interest rate on these loans is subject to 6 months SOFR, which as of December 31, 2025 was 3.57%.

(19)

The interest rate on these loans is subject to 12 months SOFR, which as of December 31, 2025 was 3.42%.

(20)

The interest rate on these loans is subject to 1 month CORRA, which as of December 31, 2025 was 2.26%.

(21)

The interest rate on these loans is subject to Prime, which as of December 31, 2025 was 6.75%.

(22)

The interest rate on these loans is subject to 3 months EURIBOR, which as of December 31, 2025 was 2.03%

(23)

The interest rate on these loans is subject to 6 months EURIBOR, which as of December 31, 2025 was 2.11%.

(24)

The interest rate on these loans is subject to SONIA, which as of December 31, 2025 was 3.73%.

(25)

Denotes investments in which we are an “Affiliated Person,” as defined in the 1940 Act, due to holding the power to vote or owning 5% or more of the outstanding voting securities of the investment but not controlling the company. Fair value as of December 31, 2024 and December 31, 2025 along with transactions during the year ended December 31, 2025 in these affiliated investments are as follows:


Name of Issuer	Fair Value at Year ended December 31, 2024			Gross Additions ●			Gross Reductions ■				Net Change in Unrealized Gains (Losses)				Fair Value at December 31, 2025			Net Realized Gains (Losses)			Interest/ Dividend/ Other Income
AWRG Borrower LLC, Term Loan	$	—	$		5,557	$		(14	)	$		(200	)	$		5,343	$		—	$		—
AWRG Parent LLC, Stock		—			1,660			—				(581	)			1,079			—			—
	$	—	$		7,217	$		(14	)	$		(781	)	$		6,422	$		—	$		—

•

Gross additions include increases in the basis of investments resulting from new portfolio investments, PIK interest or dividends, the accretion of discounts, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company into this category from a different category.

▪

Gross reductions include decreases in the basis of investments resulting from principal collections related to investment repayments or sales, the amortization of premiums, the exchange of one or more existing securities for one or more new securities and the movement of an existing portfolio company out of this category into a different category.

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2025

(In thousands, except share data)

(26)

The following shows the composition of the Company’s portfolio at cost by investment type and industry as of December 31, 2025:


Industry	First Lien - Secured Debt		Unsecured Debt		Common Equity		Total
Non-Controlled / Non-Affiliated Investments
Aerospace & Defense	$	8,999	$	—	$	99	$	9,098
Air Freight & Logistics		13,188		—		2,736		15,924
Automobile Components		12,423		—		34		12,457
Beverages		3,652		—		50		3,702
Building Products		13,549		—		—		13,549
Chemicals		17,626		—		—		17,626
Commercial Services & Supplies		44,657		—		2,815		47,472
Construction & Engineering		39,796		—		—		39,796
Consumer Staples Distribution & Retail		16,060		—		—		16,060
Containers & Packaging		29,902		—		—		29,902
Diversified Consumer Services		59,006		—		—		59,006
Electrical Equipment		26,276		—		—		26,276
Electronic Equipment, Instruments & Components		32,097		—		—		32,097
Entertainment		12,053		—		—		12,053
Financial Services		30,539		—		—		30,539
Food Products		30,599		—		100		30,699
Ground Transportation		7,608		—		—		7,608
Health Care Equipment & Supplies		44,544		—		—		44,544
Health Care Providers & Services		131,947		—		100		132,047
Health Care Technology		17,935		—		—		17,935
Hotels, Restaurants & Leisure		25,576		—		—		25,576
Household Products		7,721		—		—		7,721
Insurance		15,484		—		—		15,484
IT Services		19,439		—		—		19,439
Leisure Products		12,970		—		—		12,970
Machinery		33,018		—		—		33,018
Media		26,824		—		—		26,824
Multi-Utilities		15,983		—		—		15,983
Paper & Forest Products		7,345		—		—		7,345
Personal Care Products		34,814		—		—		34,814
Pharmaceuticals		43,082		19		149		43,250
Professional Services		26,136		—		—		26,136
Software		42,942		—		—		42,942
Specialty Retail		9,722		—		—		9,722
Trading Companies & Distributors		23,853		—		30		23,883
Transportation Infrastructure		3,871		—		—		3,871
Wireless Telecommunication Services		7,921		—		—		7,921
Total Non-Controlled / Non-Affiliated Investments	$	949,157	$	19	$	6,113	$	955,289
Non-Controlled / Affiliated Investments
Hotels, Restaurants & Leisure		5,544		—		1,659		7,203
Total Non-Controlled / Affiliated Investments	$	5,544	$	—	$	1,659	$	7,203
Total	$	954,701	$	19	$	7,772	$	962,492

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2025

(In thousands, except share data)

(27)

The following shows the composition of the Company’s portfolio at fair value by investment type, industry and region as of December 31, 2025:


Industry	First Lien - Secured Debt			Unsecured Debt			Common Equity			Total			% of Net Assets
Non-Controlled / Non-Affiliated Investments
Aerospace & Defense	$	8,998		$	—		$	98		$	9,096			2.3	%
Air Freight & Logistics		13,324			—			—			13,324			3.4	%
Automobile Components		12,334			—			18			12,352			3.1	%
Beverages		3,644			—			50			3,694			0.9	%
Building Products		13,536			—			—			13,536			3.4	%
Chemicals		17,277			—			—			17,277			4.4	%
Commercial Services & Supplies		44,467			—			2,444			46,911			11.8	%
Construction & Engineering		39,994			—			—			39,994			10.1	%
Consumer Staples Distribution & Retail		15,907			—			—			15,907			4.0	%
Containers & Packaging		29,999			—			—			29,999			7.6	%
Diversified Consumer Services		58,955			—			—			58,955			14.9	%
Electrical Equipment		23,475			—			—			23,475			5.9	%
Electronic Equipment, Instruments & Components		32,118			—			—			32,118			8.1	%
Entertainment		11,994			—			—			11,994			3.0	%
Financial Services		30,328			—			—			30,328			7.6	%
Food Products		30,332			—			100			30,432			7.7	%
Ground Transportation		7,526			—			—			7,526			1.9	%
Health Care Equipment & Supplies		44,319			—			—			44,319			11.2	%
Health Care Providers & Services		127,385			—			100			127,485			32.2	%
Health Care Technology		14,384			—			—			14,384			3.6	%
Hotels, Restaurants & Leisure		24,751			—			—			24,751			6.2	%
Household Products		7,740			—			—			7,740			2.0	%
Insurance		15,571			—			—			15,571			3.9	%
IT Services		19,325			—			—			19,325			4.9	%
Leisure Products		12,894			—			—			12,894			3.2	%
Machinery		32,983			—			—			32,983			8.3	%
Media		26,614			—			—			26,614			6.7	%
Multi-Utilities		14,477			—			—			14,477			3.6	%
Paper & Forest Products		7,294			—			—			7,294			1.8	%
Personal Care Products		34,415			—			—			34,415			8.7	%
Pharmaceuticals		42,554			—			53			42,607			10.7	%
Professional Services		26,096			—			—			26,096			6.6	%
Software		43,016			—			—			43,016			10.8	%
Specialty Retail		9,737			—			—			9,737			2.5	%
Trading Companies & Distributors		23,902			—			53			23,955			6.0	%
Transportation Infrastructure		3,916			—			—			3,916			1.0	%
Wireless Telecommunication Services		7,877			—			—			7,877			2.0	%
Total Non-Controlled / Non-Affiliated Investments	$	933,458		$	—		$	2,916		$	936,374			236.0	%
% of Net Assets		235.3	%		0.0	%		0.7	%		236.0	%
Non-Controlled / Affiliated Investments
Hotels, Restaurants & Leisure		5,343			—			1,079			6,422			1.6	%
Total Non-Controlled / Affiliated Investments	$	5,343		$	—		$	1,079		$	6,422			1.6	%
% of Net Assets		1.3	%		0.0	%		0.3	%		1.6	%
Total	$	938,801		$	—		$	3,995		$	942,796			237.6	%
% of Net Assets		236.6	%		0.0	%		1.0	%		237.6	%

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2025

(In thousands, except share data)


Industry Classification	Percentage of Total Investments (at Fair Value) as of December 31, 2025
Health Care Providers & Services		13.5	%
Diversified Consumer Services		6.3	%
Commercial Services & Supplies		5.0	%
Health Care Equipment & Supplies		4.7	%
Software		4.6	%
Pharmaceuticals		4.5	%
Construction & Engineering		4.2	%
Personal Care Products		3.7	%
Machinery		3.5	%
Electronic Equipment, Instruments & Components		3.4	%
Hotels, Restaurants & Leisure		3.3	%
Food Products		3.2	%
Financial Services		3.2	%
Containers & Packaging		3.2	%
Media		2.8	%
Professional Services		2.8	%
Trading Companies & Distributors		2.5	%
Electrical Equipment		2.5	%
IT Services		2.0	%
Chemicals		1.8	%
Consumer Staples Distribution & Retail		1.7	%
Insurance		1.7	%
Multi-Utilities		1.5	%
Health Care Technology		1.5	%
Building Products		1.4	%
Air Freight & Logistics		1.4	%
Leisure Products		1.4	%
Automobile Components		1.3	%
Entertainment		1.3	%
Specialty Retail		1.0	%
Aerospace & Defense		1.0	%
Wireless Telecommunication Services		0.8	%
Household Products		0.8	%
Ground Transportation		0.8	%
Paper & Forest Products		0.8	%
Transportation Infrastructure		0.4	%
Beverages		0.4	%
		100.0	%


Geographic Region	December 31, 2025
United States		94.6	%
United Kingdom		2.7	%
Canada		2.3	%
Luxembourg		0.4	%

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2024

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate (8)	Maturity Date		Par/Shares (3)		Cost (22)			Fair Value (1)(23)
Aerospace & Defense
Jonathan Acquisition Company
Jonathan Acquisition Company	First Lien Secured Debt - Term Loan	S+510, 1.00% Floor	12/22/2026	$		7,897	$	7,826		$	7,769		(10)
SI Holdings, Inc.
SI Holdings, Inc.	First Lien Secured Debt - Term Loan	S+585, 1.00% Floor	12/31/2027			7,896		7,830			7,879		(10)
		Total Aerospace & Defense					$	15,656		$	15,648
Air Freight & Logistics
PrimeFlight Acquisition, LLC
PrimeFlight Acquisition, LLC	First Lien Secured Debt - Term Loan	S+550, 1.00% Floor	5/1/2029	$		7,900	$	7,698		$	7,900		(10)
SEKO Global Logistics Network, LLC
SEKO Global Logistics Network, LLC	First Lien Secured Debt - Term Loan	S+500, 1.00% Floor	5/27/2030			1,834		1,833			1,834		(10)
	Common Equity - Equity Unit	N/A	N/A		876 Shares			2,736			2,737		(6)(21)
								4,569			4,571
		Total Air Freight & Logistics					$	12,267		$	12,471
Automobile Components
AAMP Global Holdings, Inc.
AAMP Global Holdings, Inc.	First Lien Secured Debt - Term Loan	S+585, 1.00% Floor	11/5/2025	$		7,896	$	7,854		$	7,884		(10)
Cool Buyer, Inc.
Cool Acquisition Holdings, LP	Common Equity - Limited Partnership	N/A	N/A		34,483 Shares			34			34		(6)(15)(21)
Cool Buyer, Inc.	First Lien Secured Debt - Term Loan	S+475, 1.00% Floor	10/31/2030			4,800		4,730			4,728		(10)(15)
	First Lien Secured Debt - Delayed Draw	S+475, 1.00% Floor	10/31/2030			—		(1	)		(1	)	(15)(18)(19)(20)
	First Lien Secured Debt - Revolver	S+475, 1.00% Floor	10/31/2030			—		(1	)		(1	)	(15)(18)(19)(20)
								4,762			4,760
		Total Automobile Components					$	12,616		$	12,644
Building Products
Omnimax
Omnimax International, LLC	First Lien Secured Debt - Term Loan	S+575, 1.00% Floor	12/6/2030	$		7,400	$	7,253		$	7,252		(10)(15)
	First Lien Secured Debt - Delayed Draw	S+575, 1.00% Floor	12/6/2030					(1	)		(1	)	(15)(18)(20)
		Total Building Products					$	7,252		$	7,251

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2024

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate (8)	Maturity Date		Par/Shares (3)		Cost (22)			Fair Value (1)(23)
Capital Markets
Stout
Stout Intermediate II, LLC	First Lien Secured Debt - Term Loan	S+510, 1.00% Floor	11/22/2027	$		7,898	$	7,792		$	7,858		(9)
		Total Capital Markets					$	7,792		$	7,858
Chemicals
Aspen Aerogels, Inc.
Aspen Aerogels, Inc.	First Lien Secured Debt - Term Loan	S+450, 4.50% Floor	8/19/2029	$		9,385	$	9,209		$	9,197		(9)(15)(17)
	First Lien Secured Debt - Revolver	S+460, 2.50% Floor	8/19/2029			43		43			43		(9)(15)(17)(19)(20)
								9,252			9,240
Lunar Buyer, LLC
Lunar Buyer, LLC	First Lien Secured Debt - Term Loan	S+550, 0.75% Floor	10/3/2030			4,800		4,707			4,704		(10)(15)
	First Lien Secured Debt - Delayed Draw	S+550, 0.75% Floor	10/3/2030			—		(1	)		(1	)	(15)(18)(19)(20)
	First Lien Secured Debt - Revolver	S+550, 0.75% Floor	10/3/2030			11		9			9		(10)(15)(19)(20)
								4,715			4,712
Universal Fiber Systems LLC
Universal Fiber Systems LLC	First Lien Secured Debt - Term Loan	S+561, 1.00% Floor	9/30/2028			7,483		7,425			7,325		(10)
		Total Chemicals					$	21,392		$	21,277
Commercial Services & Supplies
Applied Technical Services, LLC
Applied Technical Services, LLC	First Lien Secured Debt - Term Loan	S+590, 1.00% Floor	12/29/2026	$		7,897	$	7,795		$	7,757		(10)
Best Trash
Bingo Group Buyer, Inc.	First Lien Secured Debt - Term Loan	S+500, 1.00% Floor	7/10/2031			8,778		8,674			8,690		(10)(15)
	First Lien Secured Debt - Delayed Draw	S+500, 1.00% Floor	7/10/2031			—		(1	)		(1	)	(15)(18)(19)(20)
	First Lien Secured Debt - Revolver	S+500, 1.00% Floor	7/10/2031			3		2			2		(10)(15)(19)(20)
								8,675			8,691
Climate Pros
Climate Pros, LLC	First Lien Secured Debt - Term Loan	S+585, 1.00% Floor	1/24/2026			7,891		7,851			7,858		(10)
CRS Holdings, Inc.
CRS Holdings, Inc.	First Lien Secured Debt - Term Loan	S+500, 1.00% Floor	6/6/2030			1,822		1,788			1,795		(10)(15)
	First Lien Secured Debt - Delayed Draw	S+500, 1.00% Floor	6/6/2030			—		—			(1	)	(15)(18)(19)(20)
	First Lien Secured Debt - Revolver	S+500, 1.00% Floor	6/6/2030			—		(1	)		(1	)	(15)(18)(19)(20)
								1,787			1,793

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2024

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate (8)	Maturity Date		Par/Shares (3)		Cost (22)		Fair Value (1)(23)
Encore Fire Protection
Encore Holdings, LLC	First Lien Secured Debt - Term Loan	S+535, 0.75% Floor	11/23/2028			7,898		7,787		7,976		(10)
GS SEER Group Borrower LLC
GS SEER Group Borrower LLC	First Lien Secured Debt - Term Loan	S+675, 1.00% Floor	4/29/2030			7,900		7,707		7,781		(10)
Jones
JF Acquisition, LLC	First Lien Secured Debt - Term Loan	S+560, 1.00% Floor	7/31/2026			7,897		7,897		7,887		(10)
LAV GEAR HOLDINGS INC
LAV Gear Holdings, inc	First Lien Secured Debt - Term Loan	S+643, 1.00% Floor	10/31/2025			8,863		8,833		8,824		(10)
Mariani
CI (MG) GROUP, LLC	First Lien Secured Debt - Delayed Draw	S+715, 1.00% Floor	3/24/2028			7,899		7,767		7,719		(9)
Monarch Landscape Companies
Monarch Landscape Holdings, LLC	First Lien Secured Debt - Term Loan	S+500, 0.75% Floor	10/2/2028			7,898		7,822		7,802		(10)
RailPros Consolidated, Inc.
RailPros Consolidated, Inc.	First Lien Secured Debt - Term Loan	S+560, 1.00% Floor	7/31/2026			6,910		6,902		6,910		(9)
Rasa Floors & Carpet Cleaning, LLC
Rasa Floors & Carpet Cleaning, LLC	First Lien Secured Debt - Term Loan	S+535, 1.00% Floor	12/22/2027			7,898		7,374		7,377		(10)
Tranzonic
TZ Buyer LLC	First Lien Secured Debt - Term Loan	S+635, 0.75% Floor	8/12/2028			7,899		7,769		7,761		(10)
Vixxo Corporation
Vixxo Corporation	First Lien Secured Debt - Term Loan	S+500, 1.00% Floor	8/1/2030			4,950		4,880		4,876		(10)(15)
	First Lien Secured Debt - Delayed Draw	S+500, 1.00% Floor	8/1/2030			—		—		(1	)	(15)(18)(19)(20)
								4,880		4,875
		Total Commercial Services & Supplies					$	100,846	$	101,011
Communications Equipment
Congruex
Congruex Group LLC	First Lien Secured Debt - Term Loan	S+165 Cash plus 5.00% PIK, 1.50% Floor	5/3/2029	$		8,060	$	7,874	$	6,272		(4)(10)
		Total Communications Equipment					$	7,874	$	6,272
Construction & Engineering
American Restoration
American Restoration Holdings, LLC	First Lien Secured Debt - Term Loan	S+510, 1.00% Floor	7/24/2030	$		8,678	$	8,514	$	8,526		(10)(15)
	First Lien Secured Debt - Delayed Draw	S+510, 1.00% Floor	7/24/2030			169		165		165		(10)(15)(19)(20)
	First Lien Secured Debt - Revolver	S+510, 1.00% Floor	7/24/2030			22		20		20		(10)(15)(19)(20)
								8,699		8,711

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2024

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate (8)	Maturity Date		Par/Shares (3)		Cost (22)			Fair Value (1)(23)
Carr and Duff, LLC
Carr and Duff, LLC	First Lien Secured Debt - Term Loan	S+605, 1.00% Floor	3/11/2027			7,898		7,819			7,838		(10)
Kauffman Intermediate, LLC
Kauffman Intermediate, LLC	First Lien Secured Debt - Term Loan	S+660, 1.00% Floor	5/8/2025			8,361		8,335			7,935		(9)
Pave America
Pave America Interco, LLC	First Lien Secured Debt - Term Loan	S+690, 1.00% Floor	2/7/2028			7,899		7,711			7,781		(10)
Pavement Preservation Acquisition, LLC
Pavement Preservation Acquisition, LLC	First Lien Secured Debt - Term Loan	S+525, 1.00% Floor	8/9/2030			4,775		4,684			4,680		(10)(15)
	First Lien Secured Debt - Delayed Draw	S+525, 1.00% Floor	8/9/2030			100		98			98		(10)(15)
	First Lien Secured Debt - Revolver	S+525, 1.00% Floor	8/9/2030			—		(2	)		(2	)	(15)(18)(19)(20)
								4,780			4,776
SAFEbuilt, LLC
SAFEbuilt, LLC	First Lien Secured Debt - Term Loan	S+685, 1.00% Floor	12/31/2025			8,015		7,977			7,982		(9)
Traffic Management Solutions
Traffic Management Solutions, LLC	First Lien Secured Debt - Term Loan	S+500, 1.00% Floor	11/26/2030			4,700		4,630			4,630		(10)(15)
	First Lien Secured Debt - Delayed Draw	S+500, 1.00% Floor	11/26/2030			—		(2	)		(2	)	(15)(18)(19)(20)
	First Lien Secured Debt - Revolver	S+500, 1.00% Floor	11/26/2030			8		7			7		(10)(15)(19)(20)
								4,635			4,635
		Total Construction & Engineering					$	49,956		$	49,658
Consumer Staples Distribution & Retail
Protein for Pets
Protein For Pets Opco, LLC	First Lien Secured Debt - Term Loan	S+525, 1.00% Floor	9/20/2030	$		7,861	$	7,717		$	7,723		(9)(15)
	First Lien Secured Debt - Revolver	S+525, 1.00% Floor	9/20/2030			—		(2	)		(2	)	(15)(18)(19)(20)
								7,715			7,721
THLP CO., LLC
THLP CO., LLC	First Lien Secured Debt - Term Loan	S+600, 1.00% Floor	1/31/2027			8,389		8,377			8,305		(10)
		Total Consumer Staples Distribution & Retail					$	16,092		$	16,026
Containers & Packaging
Truvant
NPPI Buyer, LLC	First Lien Secured Debt - Term Loan	S+500, 1.00% Floor	8/20/2029	$		9,776	$	9,637		$	9,629		(10)(15)
	First Lien Secured Debt - Delayed Draw	S+525, 1.00% Floor	8/20/2029			—		(1	)		(1	)	(15)(18)(19)(20)
	First Lien Secured Debt - Revolver	S+525, 1.00% Floor	8/20/2029			—		(1	)		(1	)	(15)(18)(19)(20)
		Total Containers & Packaging					$	9,635		$	9,627

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2024

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate (8)	Maturity Date		Par/Shares (3)		Cost (22)			Fair Value (1)(23)
Diversified Consumer Services
Club Car Wash
Club Car Wash Operating, LLC	First Lien Secured Debt - Delayed Draw	S+565, 1.00% Floor	6/16/2027	$		7,680	$	7,591		$	7,613		(10)
FEV Acquisition Corporation
FEV Acquisition Corporation	First Lien Secured Debt - Term Loan	6.50%	7/15/2028			8,228		7,369			2,683		(5)(17)
	First Lien Secured Debt - Delayed Draw	13.50%	7/15/2028			176		176			169		(5)(17)(19)(20)
								7,545			2,852
Go Car Wash Management, Corp.
Go Car Wash Management, Corp.	First Lien Secured Debt - Delayed Draw	S+585, 1.00% Floor	12/31/2026			7,898		7,803			7,696		(10)
Legacy.com
Lotus Topco Inc.	First Lien Secured Debt - Term Loan	S+475, 1.00% Floor	6/7/2030			1,891		1,864			1,862		(10)(15)
	First Lien Secured Debt - Delayed Draw	S+475, 1.00% Floor	6/7/2030			—		—			(1	)	(15)(18)(19)(20)
	First Lien Secured Debt - Revolver	S+475, 1.00% Floor	6/7/2030			—		(1	)		(1	)	(15)(18)(19)(20)
								1,863			1,860
Owl Acquisition, LLC
Owl Acquisition, LLC	First Lien Secured Debt - Term Loan	S+535, 1.00% Floor	2/4/2028			8,000		7,953			7,960		(10)
Rapid Express Car Wash, LLC
Rapid Express Car Wash, LLC	First Lien Secured Debt - Delayed Draw	S+585, 1.00% Floor	12/23/2027			7,959		7,808			7,905		(10)
Regis Corporation
Regis Corporation	First Lien Secured Debt - Term Loan	S+450, 2.50% Floor	6/24/2029			10,591		10,397			10,379		(9)(15)
	First Lien Secured Debt - Revolver	S+450, 2.50% Floor	6/24/2029			17		15			15		(9)(15)(19)(20)
								10,412			10,394
TCW Midco LLC
TCW Midco LLC	First Lien Secured Debt - Term Loan	S+575, 1.00% Floor	10/22/2029			4,800		4,753			4,752		(10)(15)
	First Lien Secured Debt - Delayed Draw	S+575, 1.00% Floor	10/22/2029			—		(1	)		(1	)	(15)(18)(19)(20)
	First Lien Secured Debt - Revolver	S+575, 1.00% Floor	10/22/2029			—		(1	)		(1	)	(15)(18)(19)(20)
								4,751			4,750
Ultra Clean Holdco LLC
Ultra Clean Holdco LLC	First Lien Secured Debt - Term Loan	S+500, 1.00% Floor	7/1/2030			6,773		6,662			6,672		(10)(15)
	First Lien Secured Debt - Delayed Draw	S+500, 1.00% Floor	7/1/2030			856		832			824		(10)(15)(19)(20)
	First Lien Secured Debt - Revolver	S+500, 1.00% Floor	7/1/2030					(1	)		(1	)	(15)(18)(19)(20)
								7,493			7,495
		Total Diversified Consumer Services					$	63,219		$	58,525

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2024

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate (8)	Maturity Date		Par/Shares (3)		Cost (22)			Fair Value (1)(23)
Electrical Equipment
International Wire Group
IW Buyer LLC	First Lien Secured Debt - Term Loan	S+510, 1.00% Floor	6/28/2029	$		6,408	$	6,298		$	6,344		(10)
		Total Electrical Equipment					$	6,298		$	6,344
Electronic Equipment, Instruments & Compone
Li-Cor, Inc.
Li-Cor, Inc.	First Lien Secured Debt - Term Loan	S+485, 1.00% Floor	12/1/2027	$		7,898	$	7,839		$	7,898		(9)
		Total Electronic Equipment, Instruments & Components					$	7,839		$	7,898
Energy Equipment & Services
Generator Buyer, Inc.
Generator Buyer, Inc.	First Lien Secured Debt - Term Loan	CORRA+525, 0.75% Floor	7/22/2030	C$		8,778	$	6,275		$	6,027		(12)(15)(17)
	First Lien Secured Debt - Term Loan	S+525, 0.75% Floor	7/22/2030			998		981			980		(10)(15)(17)
	First Lien Secured Debt - Delayed Draw	CORRA+525, 0.75% Floor	7/22/2030	C$		12		8			7		(12)(15)(17)(19)(20)
	First Lien Secured Debt - Revolver	CORRA+525, 0.75% Floor	7/22/2030	C$		—		(1	)		(1	)	(15)(17)(18)(19)(20)
		Total Energy Equipment & Services					$	7,263		$	7,013
Entertainment
Chernin Entertainment
Jewel Purchaser, Inc.	First Lien Secured Debt - Term Loan	S+560, 0.50% Floor	7/1/2027	$		7,692	$	7,692		$	7,692		(10)
DHX
WildBrain Ltd.	First Lien Secured Debt - Term Loan	S+600, 1.00% Floor	7/23/2029			4,876		4,785			4,790		(10)(15)(17)
	First Lien Secured Debt - Revolver	S+600, 1.00% Floor	7/23/2029			15		13			13		(10)(15)(17)(19)(20)
								4,798			4,803
		Total Entertainment					$	12,490		$	12,495
Financial Services
Gabriel Partners, LLC
Gabriel Partners, LLC	First Lien Secured Debt - Term Loan	S+640, 1.00% Floor	9/21/2026	$		7,896	$	7,857		$	7,778		(9)
GC Waves
GC Waves Holdings, Inc.	First Lien Secured Debt - Term Loan	S+485, 0.75% Floor	10/4/2030			9,776		9,776			9,736		(10)(15)
	First Lien Secured Debt - Delayed Draw	S+485, 0.75% Floor	10/4/2030			12		12			12		(10)(15)(19)(20)
	First Lien Secured Debt - Revolver	S+475, 0.75% Floor	10/4/2030			—		—			—		(15)(19)(20)
								9,788			9,748
PMA
PMA Parent Holdings, LLC	First Lien Secured Debt - Term Loan	S+550, 0.75% Floor	1/31/2031			4,900		4,850			4,848		(10)(15)
	First Lien Secured Debt - Revolver	S+550, 0.75% Floor	1/31/2031			—		(1	)		(1	)	(15)(18)(19)(20)
								4,849			4,847

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2024

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate (8)	Maturity Date		Par/Shares (3)		Cost (22)		Fair Value (1)(23)
Wealth Enhancement Group
Wealth Enhancement Group, LLC	First Lien Secured Debt - Term Loan	S+500, 1.00% Floor	10/4/2028			7,917		7,891		7,881	(10)
		Total Financial Services					$	30,385	$	30,254
Food Products
Berner Food & Beverage, LLC
Berner Food & Beverage, LLC	First Lien Secured Debt - Term Loan	S+565, 1.00% Floor	7/30/2027	$		7,898	$	7,659	$	7,720	(10)
Casper's Ice Cream, LLC
Casper's Ice Cream, LLC	First Lien Secured Debt - Term Loan	S+615, 1.00% Floor	12/29/2027			7,898		7,810		7,829	(9)
Fortune International LLC
Fortune International LLC	First Lien Secured Debt - Delayed Draw	S+510, 1.00% Floor	1/17/2026			7,877		7,817		7,757	(10)
		Total Food Products					$	23,286	$	23,306
Ground Transportation
Beacon Mobility Corp.
Beacon Mobility Corp.	First Lien Secured Debt - Delayed Draw	S+635, 1.00% Floor	12/31/2025	$		7,867	$	7,853	$	7,816	(10)(15)
HENIFF HOLDCO LLC
Heniff Holdco, LLC	First Lien Secured Debt - Term Loan	S+585, 1.00% Floor	12/3/2026			7,895		7,868		7,855	(9)
		Total Ground Transportation					$	15,721	$	15,671
Health Care Equipment & Supplies
ACP Hyperdrive, Inc.
ACP Hyperdrive, Inc.	First Lien Secured Debt - Term Loan	S+590, 1.00% Floor	3/8/2028	$		7,899	$	7,722	$	7,622	(10)
CSHC Buyerco, LLC
CSHC Buyerco, LLC	First Lien Secured Debt - Term Loan	S+485, 1.00% Floor	9/8/2026			7,898		7,804		7,726	(10)
Dragonfly Health, Inc.
Dragonfly Health, Inc.	First Lien Secured Debt - Term Loan	S+600, 1.00% Floor	11/19/2027			7,898		7,785		7,898	(10)
Medical Guardian, LLC
Medical Guardian, LLC	First Lien Secured Debt - Term Loan	S+585, 1.00% Floor	4/26/2028			7,919		7,865		7,879	(10)
Solmetex
Solmetex, LLC	First Lien Secured Debt - Term Loan	S+635, 1.00% Floor	1/14/2027			7,898		7,821		7,968	(10)
		Total Health Care Equipment & Supplies					$	38,997	$	39,093
Health Care Providers & Services
EmpiRx Health LLC
EmpiRx Health LLC	First Lien Secured Debt - Term Loan	S+510, 1.00% Floor	8/5/2027	$		7,898	$	7,869	$	7,898	(10)

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2024

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate (8)	Maturity Date	Par/Shares (3)		Cost (22)			Fair Value (1)(23)
EyeSouth
SCP Eye Care Services, LLC	First Lien Secured Debt - Term Loan	S+550, 1.00% Floor	10/7/2029		7,899		7,668			7,765		(10)(15)
FP UC Intermediate Holdings, Inc.
FP UC Intermediate Holdings, Inc.	First Lien Secured Debt - Term Loan	S+650 Cash plus 1.00% PIK, 1.00% Floor	11/22/2026		7,919		7,858			7,758		(9)
Kure Pain Holdings, Inc.
Kure Pain Holdings, Inc.	First Lien Secured Debt - Term Loan	S+610, 1.00% Floor	8/27/2027		7,896		7,895			7,896		(10)
MAXOR ACQUISITION INC
Maxor Acquisition, Inc.	First Lien Secured Debt - Term Loan	S+610, 1.00% Floor	3/1/2029		7,899		7,732			7,821		(10)
Midwest Vision Partners Management, LLC
Midwest Vision Partners Management, LLC	First Lien Secured Debt - Term Loan	S+450 Cash plus 2.00% PIK, 1.00% Floor	1/12/2027		7,686		7,553			7,590		(9)(15)
	First Lien Secured Debt - Term Loan	S+650 PIK, 1.00% Floor	1/12/2027		417		410			333		(9)(15)
							7,963			7,923
Pace Health Companies, LLC
Pace Health Companies, LLC	First Lien Secured Debt - Term Loan	S+540, 1.00% Floor	8/2/2026		7,896		7,843			7,841		(10)
Rarebreed
Rarebreed Veterinary Partners, Inc.	First Lien Secured Debt - Term Loan	S+525, 1.00% Floor	4/18/2030		7,761		7,620			7,606		(10)(15)
	First Lien Secured Debt - Delayed Draw	S+525, 1.00% Floor	4/18/2030		44		42			41		(10)(15)(19)(20)
	First Lien Secured Debt - Revolver	S+525, 1.00% Floor	4/18/2030		—		(1	)		(2	)	(15)(18)(19)(20)
							7,661			7,645
SBH Buyer, LLC
Salisbury House, LLC	First Lien Secured Debt - Term Loan	S+590, 1.00% Floor	2/28/2026		8,000		7,934			7,915		(10)
Team Select
TS Investors, LLC	First Lien Secured Debt - Term Loan	S+560, 1.00% Floor	5/4/2029		7,900		7,833			7,801		(10)
Thomas Scientific, LLC
Thomas Scientific, LLC	First Lien Secured Debt - Term Loan	S+325 Cash plus 4.50% PIK, 1.00% Floor	12/14/2027		8,029		7,926			7,850		(9)
TST Intermediate Holdings, LLC
TST Intermediate Holdings, LLC	First Lien Secured Debt - Term Loan	S+585, 1.00% Floor	12/31/2028		1,576		1,549			1,576		(10)
	First Lien Secured Debt - Delayed Draw	S+585, 1.00% Floor	11/27/2026		5,939		5,837			5,939		(10)
							7,386			7,515
TVG Shelby Buyer, Inc.
TVG Shelby Buyer, Inc.	First Lien Secured Debt - Term Loan	S+500, 1.00% Floor	3/27/2028		8,000		7,904			7,828		(10)(15)
TVG-MEDULLA, LLC
TVG-MEDULLA, LLC	First Lien Secured Debt - Term Loan	S+550 Cash plus 1.50% PIK, 1.00% Floor	6/30/2026		8,066		7,953			7,813		(10)

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2024

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate (8)	Maturity Date		Par/Shares (3)		Cost (22)			Fair Value (1)(23)
Veristat Group Inc.
Veristat Group Inc.	First Lien Secured Debt - Term Loan	S+585, 1.00% Floor	3/31/2027			7,897		7,809			7,061		(9)
WelldyneRX, LLC
WelldyneRX, LLC	First Lien Secured Debt - Term Loan	S+685, 0.75% Floor	3/9/2027			7,898		7,742			7,741		(10)
		Total Health Care Providers & Services					$	124,976		$	124,071
Health Care Technology
MRO Parent Corporation
MRO Parent Corporation	First Lien Secured Debt - Term Loan	S+485, 1.00% Floor	10/22/2027	$		7,896	$	7,896		$	7,896		(10)
Parcelshield Holdings LLC
Parcelshield Holdings LLC	First Lien Secured Debt - Term Loan	S+560, 1.00% Floor	9/30/2027			7,844		7,664			7,745		(10)
		Total Health Care Technology					$	15,560		$	15,641
Hotels, Restaurants & Leisure
American West Restaurant Group Holdings LLC
American West Restaurant Group Holdings LLC	First Lien Secured Debt - Term Loan	7.75%	2/2/2028	$		7,939	$	7,689		$	7,119		(5)(9)
Cave Enterprises Operations, LLC
Cave Enterprises Operations, LLC	First Lien Secured Debt - Term Loan	S+660, 1.50% Floor	8/9/2028			7,920		7,920			7,920		(9)
PARS
PARS Group LLC	First Lien Secured Debt - Term Loan	S+685, 1.50% Floor	4/3/2028			7,835		7,740			7,717		(9)
Walter's Wedding
WH BorrowerCo, LLC	First Lien Secured Debt - Term Loan	S+500, 1.00% Floor	8/1/2030			8,800		8,675			8,668		(10)(15)
	First Lien Secured Debt - Delayed Draw	S+500, 1.00% Floor	8/1/2030			—		(1	)		(1	)	(15)(18)(19)(20)
	First Lien Secured Debt - Revolver	S+500, 1.00% Floor	8/1/2030			49		47			47		(10)(15)(20)
								8,721			8,714
YTC Enterprises, LLC
YTC Enterprises, LLC	First Lien Secured Debt - Term Loan	S+636, 1.00% Floor	8/16/2026			7,508		7,411			7,245		(9)
		Total Hotels, Restaurants & Leisure					$	39,481		$	38,715
Insurance
Spectrum Automotive
Shelby 2021 Holdings Corp.	First Lien Secured Debt - Term Loan	S+525, 0.75% Floor	6/29/2028	$		7,898	$	7,773		$	7,858		(9)
West-NR AcquisitionCo, LLC
West-NR AcquisitionCo, LLC	First Lien Secured Debt - Term Loan	S+510, 1.00% Floor	12/27/2027			7,898		7,815			7,819		(10)
		Total Insurance					$	15,588		$	15,677

See notes to the consolidated financial statements.

Table of Contents

MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2024

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate (8)	Maturity Date		Par/Shares (3)		Cost (22)			Fair Value (1)(23)
IT Services
Distinct Holdings Inc
Distinct Holdings Inc	First Lien Secured Debt - Term Loan	S+575, 1.00% Floor	7/18/2029	$		9,875	$	9,715		$	9,717		(10)(15)
	First Lien Secured Debt - Revolver	S+575, 1.00% Floor	7/18/2029			—		(2	)		(2	)	(15)(18)(19)(20)
								9,713			9,715
TeamLINX Buyer, LLC
TeamLINX Buyer, LLC	First Lien Secured Debt - Term Loan	S+500, 1.00% Floor	12/18/2030			4,900		4,827			4,827		(10)(15)
	First Lien Secured Debt - Revolver	S+500, 1.00% Floor	12/18/2030			—		(1	)		(1	)	(15)(18)(19)(20)
								4,826			4,826
VikingCloud
Bullcave Limited	First Lien Secured Debt - Term Loan	S+500, 0.75% Floor	8/6/2030			9,875		9,734			9,727		(10)(15)
Sysnet North America, Inc.	First Lien Secured Debt - Revolver	S+500, 0.75% Floor	8/6/2030			53		52			52		(10)(15)(19)(20)
								9,786			9,779
		Total IT Services					$	24,325		$	24,320
Leisure Products
Dan Dee International Holdings, Inc.
Dan Dee International Holdings, Inc.	First Lien Secured Debt - Term Loan	S+710, 1.00% Floor	2/1/2026	$		6,673	$	6,664		$	6,634		(10)
Lash OpCo, LLC
Lash OpCo, LLC	First Lien Secured Debt - Term Loan	S+275 Cash plus 4.35% PIK, 1.00% Floor	3/18/2026			8,401		8,347			8,231		(10)
Wellbeam Consumer Health Intermediate, LLC
Wellbeam Consumer Health Intermediate, LLC	First Lien Secured Debt - Term Loan	S+625 Cash plus 2.00% PIK, 1.00% Floor	10/4/2027			46		46			45		(10)
	First Lien Secured Debt - Delayed Draw	S+625 Cash plus 2.00% PIK, 1.00% Floor	10/4/2027			5,253		5,045			5,115		(10)
								5,091			5,160
		Total Leisure Products					$	20,102		$	20,025
Life Sciences Tools & Services
VCR Buyer, Inc.
VCR Buyer, Inc.	First Lien Secured Debt - Term Loan	S+675 Cash plus 1.00% PIK, 0.75% Floor	4/28/2028	$		8,017	$	7,621		$	7,174		(9)
		Total Life Sciences Tools & Services					$	7,621		$	7,174
Machinery
BW Colson Acquisition LLC
BW Colson Acquisition LLC	First Lien Secured Debt - Term Loan	S+515, 1.00% Floor	2/26/2027	$		8,000	$	7,903		$	7,912		(10)
OEH
OEH Parent Holdings, Inc.	First Lien Secured Debt - Term Loan	S+560, 1.00% Floor	11/9/2027			7,898		7,777			7,857		(9)
		Total Machinery					$	15,680		$	15,769

See notes to the consolidated financial statements.

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December 31, 2024

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate (8)	Maturity Date		Par/Shares (3)		Cost (22)			Fair Value (1)(23)
Media
HU Buyer, Inc.
HU Buyer, Inc.	First Lien Secured Debt - Term Loan	S+610, 1.00% Floor	12/29/2026	$		7,897	$	7,761		$	7,735		(10)
Terrier Gamut Holdings, Inc.
Terrier Gamut Holdings, Inc.	First Lien Secured Debt - Term Loan	S+660, 1.00% Floor	8/15/2028			7,894		7,637			7,614		(10)
		Total Media					$	15,398		$	15,349
Personal Products
Advantice Health
Jazz AH Holdco, LLC	First Lien Secured Debt - Term Loan	S+500, 0.75% Floor	4/3/2028	$		7,899	$	7,774		$	7,747		(10)
Elida Beauty
PHOENIX YW BUYER, INC.	First Lien Secured Debt - Term Loan	S+500, 1.00% Floor	5/31/2030			1,790		1,753			1,754		(10)(15)
	First Lien Secured Debt - Revolver	S+500, 1.00% Floor	5/31/2030			—		(1	)		(1	)	(15)(18)(19)(20)
								1,752			1,753
Natural Partners
Natural Partners, Inc.	First Lien Secured Debt - Term Loan	S+465, 1.00% Floor	11/29/2027			7,898		7,894			7,786		(10)
		Total Personal Products					$	17,420		$	17,286
Pharmaceuticals
AHP Timberwolf Bidco Corp.
AHP Timberwolf Bidco Corp.	First Lien Secured Debt - Term Loan	S+525, 1.00% Floor	8/6/2031	$		9,900	$	9,710		$	9,702		(10)(15)
	First Lien Secured Debt - Revolver	S+525, 1.00% Floor	8/6/2031			—		(2	)		(2	)	(15)(18)(19)(20)
								9,708			9,700
Orion Buyer, LLC
Orion Buyer, LLC	First Lien Secured Debt - Term Loan	S+500, 1.00% Floor	7/18/2030			8,778		8,612			8,602		(10)(15)
	First Lien Secured Debt - Delayed Draw	S+500, 1.00% Floor	7/18/2030			—		(1	)		(2	)	(15)(18)(19)(20)
	First Lien Secured Debt - Revolver	S+400, 1.00% Floor	7/18/2030			20		18			18		(10)(15)(19)(20)
TVG Orion Blocker, Inc.	Common Equity - Stock	N/A	N/A		2 Shares			99			93		(6)(15)(21)
	Unsecured Debt - Promissory Note	11.34%	7/18/2030			19		19			19		(15)
								8,747			8,730
Saffron Bidco Ltd
Saffron Bidco Ltd	First Lien Secured Debt - Term Loan	S+575, 0.75% Floor	9/11/2031			9,530		9,342			9,339		(11)(15)(17)
	First Lien Secured Debt - Term Loan	E+575, 0.75% Floor	9/11/2031	€		96		104			97		(13)(15)(17)
	First Lien Secured Debt - Delayed Draw	SONIA+575, 0.75% Floor	9/11/2031	£		—		—			(3	)	(15)(17)(18)(19)(20)
								9,446			9,433

See notes to the consolidated financial statements.

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December 31, 2024

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate (8)	Maturity Date		Par/Shares (3)		Cost (22)			Fair Value (1)(23)
TerSera Therapeutics
TerSera Therapeutics LLC	First Lien Secured Debt - Term Loan	S+575, 1.00% Floor	4/4/2029			7,900		7,850			7,900		(10)
		Total Pharmaceuticals					$	35,751		$	35,763
Professional Services
Career Certified, LLC
Career Certified, LLC	First Lien Secured Debt - Term Loan	S+635, 1.00% Floor	12/18/2026	$		7,897	$	7,709		$	7,787		(10)
Escalent
M&M OPCO, LLC	First Lien Secured Debt - Term Loan	S+810, 1.00% Floor	4/7/2029			7,899		7,747			7,742		(10)
KL Charlie Acquisition Company
KL Charlie Acquisition Company	First Lien Secured Debt - Term Loan	S+560, 1.00% Floor	12/30/2026			7,897		7,759			7,818		(10)
North Highland Company LLC
The North Highland Company LLC	First Lien Secured Debt - Term Loan	S+475, 0.75% Floor	12/22/2031			4,800		4,752			4,752		(10)(15)
	First Lien Secured Debt - Delayed Draw	S+475, 0.75% Floor	12/22/2031			—		—			—		(15)(19)(20)
	First Lien Secured Debt - Revolver	S+475, 0.75% Floor	12/20/2030			20		19			19		(10)(15)(19)(20)
								4,771			4,771
		Total Professional Services					$	27,986		$	28,118
Software
AMI Buyer, Inc.
AMI Buyer, Inc.	First Lien Secured Debt - Term Loan	S+525, 0.75% Floor	10/17/2031	$		4,900	$	4,834		$	4,827		(10)(15)
	First Lien Secured Debt - Revolver	S+525, 0.75% Floor	10/17/2031			24		23			23		(10)(15)(19)(20)
								4,857			4,850
CM Acquisitions Holdings Inc.
CM Acquisitions Holdings Inc.	First Lien Secured Debt - Term Loan	S+350 Cash plus 2.50% PIK, 1.00% Floor	5/6/2026			8,148		8,105			7,869		(10)
EVER.AG Corporation
EVER.AG Corporation	First Lien Secured Debt - Term Loan	S+585, 1.00% Floor	6/24/2027			7,898		7,835			7,740		(10)
Uniguest
Uniguest Holdings, Inc	First Lien Secured Debt - Term Loan	S+500, 1.00% Floor	11/27/2030			9,800		9,655			9,653		(10)(15)
	First Lien Secured Debt - Delayed Draw	S+500, 1.00% Floor	11/27/2030			—		(1	)		(1	)	(15)(18)(19)(20)
	First Lien Secured Debt - Revolver	S+500, 1.00% Floor	11/27/2030			—		(1	)		(1	)	(15)(18)(19)(20)
								9,653			9,651
		Total Software					$	30,450		$	30,110

See notes to the consolidated financial statements.

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December 31, 2024

(In thousands, except share data)


Industry/Company	Investment Type	Interest Rate (8)	Maturity Date		Par/Shares (3)		Cost (22)			Fair Value (1)(23)
Specialty Retail
Club Champion LLC
Club Champion LLC	First Lien Secured Debt - Term Loan	S+500, 0.75% Floor	6/14/2029	$		8,856	$	8,732		$	8,701		(10)(15)
	First Lien Secured Debt - Revolver	S+500, 0.75% Floor	6/14/2029			37		35			35		(10)(15)(19)(20)
								8,767			8,736
Paladone Group Bidco Limited
Paladone Group Bidco Limited	First Lien Secured Debt - Term Loan	S+560, 1.00% Floor	11/12/2027			7,898		7,825			7,867		(10)(17)
		Total Specialty Retail					$	16,592		$	16,603
Textiles, Apparel & Luxury Goods
MTI Group Acquisition Company
MTI Group Acquisition Company	First Lien Secured Debt - Term Loan	S+610 Cash plus 1.00% PIK, 1.00% Floor	3/31/2025	$		7,932	$	7,914		$	7,912		(4)(10)(17)
		Total Textiles, Apparel & Luxury Goods					$	7,914		$	7,912
Trading Companies & Distributors
Eckhart BidCo, LLC
Eckhart BidCo, LLC	First Lien Secured Debt - Term Loan	S+560, 1.00% Floor	1/10/2029	$		7,899	$	7,768		$	7,813		(10)
MacQueen Equipment
MacQueen Equipment, LLC	First Lien Secured Debt - Term Loan	S+551, 1.00% Floor	1/7/2028			7,816		7,773			7,816		(9)
ORS Nasco
WC ORS Buyer, Inc.	First Lien Secured Debt - Term Loan	S+500, 0.75% Floor	8/7/2031			9,776		9,635			9,629		(10)(15)
	First Lien Secured Debt - Delayed Draw	S+500, 0.75% Floor	8/7/2031			—		(1	)		(1	)	(15)(18)(19)(20)
	First Lien Secured Debt - Revolver	S+500, 0.75% Floor	8/7/2031			26		25			25		(10)(15)(19)(20)
WC ORS Holdings, L.P.	Common Equity - Limited Partnership	N/A	N/A		30,000 Shares			30			31		(6)(15)(21)
								9,689			9,684
		Total Trading Companies & Distributors					$	25,230		$	25,313
Transportation Infrastructure
GAT
GAT-Airline Ground Support Inc	First Lien Secured Debt - Term Loan	S+550, 1.00% Floor	5/9/2029	$		3,781	$	3,730		$	3,743		(10)(15)
	First Lien Secured Debt - Delayed Draw	S+550, 1.00% Floor	5/9/2029			40		39			39		(10)(15)(19)(20)
	First Lien Secured Debt - Revolver	S+550, 1.00% Floor	5/9/2029			—		(1	)		(1	)	(15)(18)(19)(20)
		Total Transportation Infrastructure					$	3,768		$	3,781
Wireless Telecommunication Services
Kane Communications LLC
Kane Communications LLC	First Lien Secured Debt - Term Loan	S+601, 1.00% Floor	8/9/2027	$		8,000	$	7,877		$	7,876		(10)
		Total Wireless Telecommunication Services					$	7,877		$	7,876
Total Investments							$	918,595		$	909,845

See notes to the consolidated financial statements.

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December 31, 2024

(In thousands, except share data)

(1)

Fair value is determined in good faith by the Company (See Note 2 to the consolidated financial statements).

(2)

Currently there are no differences for federal income tax purposes as it relates to unrealized gain and loss.

(3)

Par amount is denominated in USD unless otherwise noted, British Pound (“£”), Canadian Dollar (“C$”), European Euro (“€”). Par amount represents funded commitments. See Note 20 in the Consolidated Schedule of Investments and Note 8 to the consolidated financial statements for further information on undrawn revolving and delayed draw loan commitments, including commitments to issue letters of credit through a financial intermediary on behalf of certain portfolio companies.

(4)

(5)

Non-accrual status (See Note 2 to the consolidated financial statements).

(6)

Non-income producing security.

(7)

(8)

Unless otherwise indicated, loan contains a variable rate structure, and the terms in the Consolidated Schedule of Investments disclose the actual interest rate in effect as of the reporting period which may be subject to interest floors. Variable rate loans bear interest at a rate that may be determined by reference to the Secured Overnight Financing Rate (“SOFR” or “S”) or an alternate base rate (which can include but is not limited to LIBOR, the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement. Certain borrowers may elect to borrow Prime rate on select contracts and switch to an alternative base rate contract in the future.

(9)

The interest rate on these loans is subject to 1 month SOFR, which as of December 31, 2024 was 4.33%.

(10)

The interest rate on these loans is subject to 3 months SOFR, which as of December 31, 2024 was 4.31%.

(11)

The interest rate on these loans is subject to 6 months SOFR, which as of December 31, 2024 was 4.25%.

(12)

The interest rate on these loans is subject to 1 month CORRA, which as of December 31, 2024 was 4.25%.

(13)

The interest rate on these loans is subject to 6 months EURIBOR, which as of December 31, 2024 was 2.57%.

(14)

The interest rate on these loans is subject to SONIA, which as of December 31, 2024 was 4.70%.

(15)

(16)

(17)

Investments that the Company has determined are not “qualifying assets” under Section 55(a) of the 1940 Act. Under the 1940 Act, we may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of our total assets. The status of these assets under the 1940 Act is subject to change. The Company monitors the status of these assets on an ongoing basis. As of December 31, 2024, non-qualifying assets represented approximately 5.4% of the total assets of the Company.

(18)

The negative fair value is the result of the commitment being valued below par.

(19)

The undrawn portion of these committed revolvers and delayed draw term loans includes a commitment and unused fee rate.

See notes to the consolidated financial statements.

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December 31, 2024

(In thousands, except share data)

(20)

As of December 31, 2024, the Company had the following commitments to fund various revolving and delayed draw senior secured and subordinated loans, including commitments to issue letters of credit through a financial intermediary on behalf of certain portfolio companies. Such commitments are subject to the satisfaction of certain conditions set forth in the documents governing these loans and letters of credit and there can be no assurance that such conditions will be satisfied. See Note 8 to the consolidated financial statements for further information on revolving and delayed draw loan commitments, including commitments to issue letters of credit, related to certain portfolio companies.


Name of Issuer	Total Commitment			Drawn Commitment			Letters of Credit **			Undrawn Commitment
AHP Timberwolf Bidco Corp.	$	100	$		—	$		—	$		100
AMI Buyer, Inc.		100			24			—			76
American Restoration Holdings, LLC		131			22			—			109
Aspen Aerogels, Inc.		100			43			—			57
Bingo Group Buyer, Inc.		200			3			—			197
CRS Holdings, Inc.		100			—			7			93
Club Champion LLC		100			37			—			63
Cool Buyer, Inc.		200			—			—			200
Distinct Holdings Inc		100			—			—			100
FEV Acquisition Corporation (i)		—			—			—			—
GAT-Airline Ground Support Inc		160			—			—			160
GC Waves Holdings, Inc.		188			—			—			188
Generator Buyer, Inc.*		131			—			2			129
Lotus Topco Inc.		100			—			—			100
Lunar Buyer, LLC		200			11			—			189
NPPI Buyer, LLC		200			—			—			200
Omnimax International, LLC		100			—			—			100
Orion Buyer, LLC		200			20			—			180
PHOENIX YW BUYER, INC.		50			—			—			50
PMA Parent Holdings, LLC		100			—			—			100
Pavement Preservation Acquisition, LLC		100			—			—			100
Protein For Pets Opco, LLC		100			—			—			100
Rarebreed Veterinary Partners, Inc.		181			—			—			181
Regis Corporation		100			17			15			68
Saffron Bidco Ltd*		125			—			—			125
Sysnet North America, Inc.		100			53			—			47
TCW Midco LLC		200			—			—			200
TeamLINX Buyer, LLC		100			—			—			100
The North Highland Company LLC		200			20			—			180
Traffic Management Solutions, LLC		300			8			—			292
Ultra Clean Holdco LLC		1,336			—			—			1,336
Uniguest Holdings, Inc		200			—			—			200
Vixxo Corporation		50			—			—			50
WC ORS Buyer, Inc.		200			26			—			174
WH BorrowerCo, LLC		200			49			—			151
WildBrain Ltd.		100			15			—			85
Total Commitments	$	6,152	$		349	$		24	$		5,779

(i)

The Company had an unfunded commitment to its own discretion, hence the timing and the amount of funding has not been determined

* These investments are in a foreign currency and the total commitment has been converted to USD using the December 31, 2024 exchange rate.

** For all letters of credit issued and outstanding on December 31, 2024, $24 will expire in 2025.

(21)

Securities that are exempt from registration under the Securities Act of 1933 (the “Securities Act”), and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2024, the aggregate fair value of these securities is $2,895 or 0.8% of the Company's net assets. The acquisition dates of the restricted securities are as follows:


Issuer	Investment Type	Acquisition Date
TVG Orion Blocker, Inc.	Common Equity - Stock	7/18/2024
WC ORS Holdings, L.P.	Common Equity - Limited Partnership	8/7/2024
Cool Acquisition Holdings, LP	Common Equity - Limited Partnership	10/31/2024
SEKO Global Logistics Network, LLC	Common Equity - Stock	12/27/2024

See notes to the consolidated financial statements.

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December 31, 2024

(In thousands, except share data)

(22)

The following shows the composition of the Company’s portfolio at cost by investment type and industry as of December 31, 2024:


Industry	First Lien - Secured Debt		Unsecured Debt		Common Equity		Total
Aerospace & Defense	$	15,656	$	—	$	—	$	15,656
Air Freight & Logistics		9,531		—		2,736		12,267
Automobile Components		12,582		—		34		12,616
Building Products		7,252		—		—		7,252
Capital Markets		7,792		—		—		7,792
Chemicals		21,392		—		—		21,392
Commercial Services & Supplies		100,846		—		—		100,846
Communications Equipment		7,874		—		—		7,874
Construction & Engineering		49,956		—		—		49,956
Consumer Staples Distribution & Retail		16,092		—		—		16,092
Containers & Packaging		9,635		—		—		9,635
Diversified Consumer Services		63,219		—		—		63,219
Electrical Equipment		6,298		—		—		6,298
Electronic Equipment, Instruments & Components		7,839		—		—		7,839
Energy Equipment & Services		7,263		—		—		7,263
Entertainment		12,490		—		—		12,490
Financial Services		30,385		—		—		30,385
Food Products		23,286		—		—		23,286
Ground Transportation		15,721		—		—		15,721
Health Care Equipment & Supplies		38,997		—		—		38,997
Health Care Providers & Services		124,976		—		—		124,976
Health Care Technology		15,560		—		—		15,560
Hotels, Restaurants & Leisure		39,481		—		—		39,481
Insurance		15,588		—		—		15,588
IT Services		24,325		—		—		24,325
Leisure Products		20,102		—		—		20,102
Life Sciences Tools & Services		7,621		—		—		7,621
Machinery		15,680		—		—		15,680
Media		15,398		—		—		15,398
Personal Products		17,420		—		—		17,420
Pharmaceuticals		35,633		19		99		35,751
Professional Services		27,986		—		—		27,986
Software		30,450		—		—		30,450
Specialty Retail		16,592		—		—		16,592
Textiles, Apparel & Luxury Goods		7,914		—		—		7,914
Trading Companies & Distributors		25,200		—		30		25,230
Transportation Infrastructure		3,768		—		—		3,768
Wireless Telecommunication Services		7,877		—		—		7,877
Total	$	915,677	$	19	$	2,899	$	918,595

See notes to the consolidated financial statements.

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December 31, 2024

(In thousands, except share data)

(23)

The following shows the composition of the Company’s portfolio at fair value by investment type, industry and region as of December 31, 2024:


Industry	First Lien - Secured Debt			Unsecured Debt			Common Equity			Total			% of Net Assets
Aerospace & Defense	$	15,648		$	—		$	—		$	15,648			4.3	%
Air Freight & Logistics		9,734			—			2,737			12,471			3.4	%
Automobile Components		12,610			—			34			12,644			3.5	%
Building Products		7,251			—			—			7,251			2.0	%
Capital Markets		7,858			—			—			7,858			2.2	%
Chemicals		21,277			—			—			21,277			5.8	%
Commercial Services & Supplies		101,011			—			—			101,011			27.8	%
Communications Equipment		6,272			—			—			6,272			1.7	%
Construction & Engineering		49,658			—			—			49,658			13.6	%
Consumer Staples Distribution & Retail		16,026			—			—			16,026			4.4	%
Containers & Packaging		9,627			—			—			9,627			2.6	%
Diversified Consumer Services		58,525			—			—			58,525			16.1	%
Electrical Equipment		6,344			—			—			6,344			1.7	%
Electronic Equipment, Instruments & Components		7,898			—			—			7,898			2.2	%
Energy Equipment & Services		7,013			—			—			7,013			1.9	%
Entertainment		12,495			—			—			12,495			3.4	%
Financial Services		30,254			—			—			30,254			8.3	%
Food Products		23,306			—			—			23,306			6.4	%
Ground Transportation		15,671			—			—			15,671			4.3	%
Health Care Equipment & Supplies		39,093			—			—			39,093			10.7	%
Health Care Providers & Services		124,071			—			—			124,071			34.0	%
Health Care Technology		15,641			—			—			15,641			4.3	%
Hotels, Restaurants & Leisure		38,715			—			—			38,715			10.6	%
Insurance		15,677			—			—			15,677			4.3	%
IT Services		24,320			—			—			24,320			6.7	%
Leisure Products		20,025			—			—			20,025			5.5	%
Life Sciences Tools & Services		7,174			—			—			7,174			2.0	%
Machinery		15,769			—			—			15,769			4.3	%
Media		15,349			—			—			15,349			4.2	%
Personal Products		17,286			—			—			17,286			4.7	%
Pharmaceuticals		35,651			19			93			35,763			9.8	%
Professional Services		28,118			—			—			28,118			7.7	%
Software		30,110			—			—			30,110			8.3	%
Specialty Retail		16,603			—			—			16,603			4.6	%
Textiles, Apparel & Luxury Goods		7,912			—			—			7,912			2.2	%
Trading Companies & Distributors		25,282			—			31			25,313			6.9	%
Transportation Infrastructure		3,781			—			—			3,781			1.0	%
Wireless Telecommunication Services		7,876			—			—			7,876			2.2	%
Total	$	906,931		$	19		$	2,895		$	909,845			249.6	%
% of Net Assets		248.8	%		0.0	%		0.8	%		249.6	%

See notes to the consolidated financial statements.

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CONSOLIDATED SCHEDULE OF INVESTMENTS

December 31, 2024

(In thousands, except share data)


	Percentage of Total Investments (at Fair Value) as of December 31, 2024
Industry Classification
Health Care Providers & Services		13.6	%
Commercial Services & Supplies		11.0	%
Diversified Consumer Services		6.3	%
Construction & Engineering		5.5	%
Health Care Equipment & Supplies		4.3	%
Hotels, Restaurants & Leisure		4.3	%
Pharmaceuticals		3.9	%
Financial Services		3.3	%
Software		3.3	%
Professional Services		3.1	%
Trading Companies & Distributors		2.8	%
IT Services		2.7	%
Food Products		2.6	%
Chemicals		2.3	%
Leisure Products		2.2	%
Personal Products		1.9	%
Specialty Retail		1.8	%
Consumer Staples Distribution & Retail		1.8	%
Machinery		1.7	%
Insurance		1.7	%
Ground Transportation		1.7	%
Aerospace & Defense		1.7	%
Health Care Technology		1.7	%
Media		1.7	%
Automobile Components		1.4	%
Entertainment		1.4	%
Air Freight & Logistics		1.4	%
Containers & Packaging		1.1	%
Textiles, Apparel & Luxury Goods		0.9	%
Electronic Equipment, Instruments & Components		0.9	%
Wireless Telecommunication Services		0.9	%
Capital Markets		0.9	%
Building Products		0.8	%
Life Sciences Tools & Services		0.8	%
Energy Equipment & Services		0.8	%
Electrical Equipment		0.7	%
Communications Equipment		0.7	%
Transportation Infrastructure		0.4	%
		100.0	%


Geographic Region	December 31, 2024
United States		94.6	%
Canada		2.4	%
United Kingdom		1.9	%
Europe		1.1	%
		100.0	%

See notes to the consolidated financial statements.

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(In thousands, except share and per share data)

Note 1. Organization

On March 17, 2025, the Company changed its name from “Middle Market Apollo Institutional Private Lending” to “MidCap Apollo Institutional Private Lending.”

Apollo Credit Management, LLC (the “Adviser” or “ACM”) is our investment adviser and is an affiliate of Apollo Global Management, Inc. and its consolidated subsidiaries (“AGM” or “Apollo”). The Adviser, subject to the overall supervision of our Board of Trustees (the “Board”), manages the day-to-day operations of the Company and provides investment advisory services to the Company.

Apollo Credit Management, LLC, as our administrator (in such capacity, the “Administrator”), provides among other things, administrative services and facilities to the Company. Furthermore, the Administrator will offer to provide, on our behalf, managerial assistance to those portfolio companies to which we are required to provide such assistance.

Apollo Capital Management, L.P. (the “Servicer”), is an affiliate of AGM. Prior to Conversion Date, the Servicer was contracted to assist in the management of the day-to-day operations of the Company, provide investment advisory and administrative services and facilities for the Company.

Our investment objective is to generate current income and, to a lesser extent, long-term capital appreciation. We primarily invest in directly originated and privately negotiated first lien senior secured loans to privately held U.S. middle-market companies, which the Company generally defines as companies with less than $75 million in EBITDA, as may be adjusted for market disruptions, mergers and acquisitions-related charges and synergies, and other items.

Note 2. Significant Accounting Policies

The following is a summary of the significant accounting and reporting policies used in preparing the consolidated financial statements.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) pursuant to the requirements on ASC 946, Financial Services — Investment Companies (“ASC 946”), and Articles 6, 10 and 12 of Regulation S-X. In the opinion of management, all adjustments, which are of a normal recurring nature, considered necessary for the fair presentation of the consolidated financial statements for the periods presented, have been included.

Under the 1940 Act, ASC 946, and the regulations pursuant to Article 6 of Regulation S-X, we are precluded from consolidating any entity other than another investment company or an operating company which provides substantially all of its services to benefit us. All intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the consolidated financial statements and the reported amounts of income, expenses, gains and losses during the reported periods. Changes in the economic environment, financial markets, credit worthiness of our portfolio companies, and any other parameters used in determining these estimates could cause actual results to differ materially.

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(In thousands, except share and per share data)

Consolidation

As provided under Regulation S-X and ASC 946, the Company will 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 the Company’s wholly-owned subsidiaries.

As of December 31, 2025, the Company's consolidated subsidiaries were AP Leaf, LLC (“AP Leaf”) and MAIPL Lender, LLC.

Cash and Cash Equivalents

The Company defines cash equivalents as securities that are readily convertible into known amounts of cash and near maturity, that they present insignificant risk of changes in value because of changes in interest rates. Generally, only securities with a maturity of three months or less from the date of purchase would qualify, with limited exceptions. The Company deems that certain money market funds, U.S. Treasury bills, repurchase agreements, and other high-quality, short-term debt securities would qualify as cash equivalents.

Cash and cash equivalents are carried at cost, which approximates fair value. The cash and cash equivalents balance as of December 31, 2025 and 2024 was $19,192 and $33,276, respectively.

Investment Transactions

Investments are recognized when we assume an obligation to acquire a financial instrument and assume the risks for gains and losses related to that instrument. Investments are derecognized when we assume an obligation to sell a financial instrument and forego the risks for gains or losses related to that instrument. Specifically, we record all security transactions on a trade date basis. Amounts for investments recognized or derecognized but not yet settled are reported as a payable for investments purchased and a receivable for investments sold, respectively, in the Consolidated Statements of Assets and Liabilities.

Fair Value Measurements

ASC 820 classifies the inputs used to measure these fair values into the following hierarchy:

Level 1: Quoted prices in active markets for identical assets or liabilities, accessible by us at the measurement date.

Level 3: Unobservable inputs for the asset or liability.

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(In thousands, except share and per share data)

Investment Valuation Process

Under the Company's valuation policies and procedures, the Adviser values investments, including certain secured debt, unsecured debt and other debt securities with maturities greater than 60 days, for which market quotations are readily available, at such market quotations (unless they are deemed not to represent fair value). We attempt to obtain market quotations from at least two brokers or dealers (if available, otherwise from a principal market maker, primary market dealer or other independent pricing service). We utilize mid-market pricing as a practical expedient for fair value unless a different point within the range is more representative. If and when market quotations are unavailable or are deemed not to represent fair value, we typically utilize independent third party valuation firms to assist us in determining fair value. Accordingly, such investments go through our multi-step valuation process as described below. In each case, our independent third party valuation firms consider observable market inputs together with significant unobservable inputs in arriving at their valuation recommendations for such investments. Investments purchased within the quarter before the valuation date and debt investments with remaining maturities of 60 days or less may each be valued at cost with interest accrued or discount accreted/premium amortized to the date of maturity (although they are typically valued at available market quotations), unless such valuation, in the judgment of our Adviser, does not represent fair value. In this case such investments shall be valued at fair value as determined in good faith by or under the direction of the Adviser including using market quotations where available. Investments that are not publicly traded or whose market quotations are not readily available are valued at fair value as determined in good faith by or under the direction of the Adviser. Such determination of fair values may involve subjective judgments and estimates.

With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, the Adviser undertakes a multi-step valuation process each quarter, as described below:

(1)

(2)

At least each quarter, the valuation will be reassessed and updated by the Adviser or an independent valuation firm to reflect company specific events and latest market data;

(3)

Preliminary valuation conclusions are then documented and discussed with senior management of our Adviser;

(4)

The Adviser discusses valuations and determines in good faith the fair value of each investment in our portfolio based on the input of the applicable independent valuation firm; and

(5)

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(In thousands, except share and per share data)

Investments determined by these valuation procedures which have a fair value of less than $1 million during the prior fiscal quarter may be valued based on inputs identified by the Adviser without the necessity of obtaining valuation from an independent valuation firm, if once annually an independent valuation firm using the procedures described herein provides an independent assessment of value. Investments in all asset classes are valued utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The measurement is based on the value indicated by current market expectations about those future amounts. In following these approaches, the types of factors that we may take into account in fair value pricing our investments include, as relevant: available current market data, including relevant and applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, seniority of investment in the investee company’s capital structure, call protection provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial ratios of peer companies that are public, M&A comparables, our principal market (as the reporting entity) and enterprise values, among other factors. During the year ended December 31, 2025, there were no significant changes to the Company’s valuation techniques and related inputs considered in the valuation process.

Derivative Instruments

The Company recognizes all derivative instruments as assets or liabilities at fair value in its consolidated financial statements. Derivative contracts entered into by the Company are not designated as hedging instruments, and the Company presents changes in fair value and realized gains or losses through current period earnings.

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, 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.

Exchange-traded derivatives which include put and call options are valued based on the last reported sales price on the date of valuation. Over-the-counter (“OTC”) derivatives, including credit default swaps, are valued by the Adviser using quotations from counterparties. In instances where models are used, the value of the OTC derivative is derived from the contractual terms of, and specific risks inherent in, the instrument as well as the availability and reliability of observable inputs, such as credit spreads.

Foreign Currency Forward Contracts

The Company uses foreign currency forward contracts to reduce the Company's exposure to fluctuations in the 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. Unrealized appreciation (depreciation) on foreign currency forward contracts are recorded within derivative assets or derivative liabilities on the Consolidated Statements of Assets and Liabilities by counterparty on a net basis, not taking into account collateral posted which is recorded separately, if applicable. 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 does not utilize hedge accounting with respect to foreign currency forward contracts and as such, the Company recognizes its foreign currency forward contracts at fair value with changes included in the net unrealized appreciation (depreciation) on the Consolidated Statements of Operations.

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(In thousands, except share and per share data)

Offsetting Assets and Liabilities

The Company has elected not to offset cash collateral against the fair value of derivative contracts. The fair values of these derivatives are presented on a gross basis, even when derivatives are subject to master netting agreements.

As of December 31, 2025, the Company held certain foreign currency forward contracts with a fair market value of $(55). The Company did not hold any derivatives as of December 31, 2024.

Valuation of Other Financial Assets and Financial Liabilities

ASC 825, Financial Instruments, permits an entity to choose, at specified election dates, to measure certain assets and liabilities at fair value (the “Fair Value Option”). We have not elected the Fair Value Option to report selected financial assets and financial liabilities. Debt issued by the Company is reported at amortized cost (see Note 5 to the consolidated financial statements). The carrying value of all other financial assets and liabilities approximates fair value due to their short maturities or their close proximity of the originations to the measurement date.

Realized Gains or Losses

Security transactions are accounted for on a trade date basis. Realized gains or losses on investments are calculated by using the specific identification method. Securities that have been called by the issuer are recorded at the call price on the call effective date.

Investment Income Recognition

Interest Income

Interest income is recorded on an accrual basis and includes the accretion of discounts and amortization of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. The amortized cost of debt investments represents the original cost, including loan origination fees and upfront fees received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.

PIK Income

The Company may have loans in its portfolio that contain PIK provisions. PIK investments offer issuers the option at each payment date of making payments in cash or in additional securities. PIK income computed at the contractual rate is accrued into income, which is included in interest income in the Company’s Consolidated Statements of Operations, and reflected as interest receivable up to the capitalization date. When additional securities are received, they typically have the same terms, including maturity dates and interest rates as the original securities issued. On these payment dates, the Company capitalizes the accrued interest or dividends receivable (reflecting such amounts as the basis in the additional securities received). PIK generally becomes due at maturity of the investment or upon the investment being called by the issuer. To maintain the Company’s status as a RIC, this non-cash source of income must be paid out to shareholders in the form of dividends, even though the Company has not yet collected cash. If at any point the Company believes PIK is not fully expected to be realized, the investment generating PIK will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are reversed from the related receivable through interest or dividend income, respectively. The Company does not reverse previously capitalized PIK interest or dividends. Upon capitalization, PIK is subject to the fair value estimates associated with their related investments. PIK investments on non-accrual status are restored to accrual status if the Company believes that PIK is expected to be realized.

Dividend Income

Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.

Fee Income

The Company may receive various fees in the ordinary course of business such as structuring, consent, waiver, amendment, syndication fees as well as fees for managerial assistance rendered by the Company to the portfolio companies. Such fees are recognized as income when earned or the services are rendered.

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(In thousands, except share and per share data)

Non-Accrual Income

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

Expenses

Expenses include management fees, performance-based incentive fees, interest expense, insurance expenses, administrative service fees, legal fees, trustee fees, audit and tax service expenses, third-party valuation fees and other general and administrative expenses. Expenses are recognized on an accrual basis.

Financing Costs

The Company records expenses related to shelf filings and applicable offering costs as deferred financing costs in the Statements of Assets and Liabilities. To the extent such expenses relate to equity offerings, these expenses are charged as a reduction of capital upon utilization, in accordance with ASC 946-20-25, or charged to expense if no offering is completed.

The Company records origination and other expenses related to its debt obligations as deferred financing costs. The deferred financing cost for all outstanding debt is presented as a direct deduction from the carrying amount of the related debt liability. These expenses are deferred and amortized as part of interest expense using the straight-line method over the stated life of the obligation which approximates the effective yield method. In the event that we modify or extinguish our debt before maturity, the Company follows the guidance in ASC 470-50, Modification and Extinguishments (“ASC 470-50”). For extinguishments of our debt, any unamortized deferred financing costs are deducted from the carrying amount of the debt in determining the gain or loss from the extinguishment.

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(In thousands, except share and per share data)

Foreign Currency Translations

The accounting records of the Company are maintained in U.S. dollars. All assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the foreign exchange rate on the date of valuation. The Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. The Company’s investments in foreign securities may involve certain risks, including without limitation: foreign exchange restrictions, expropriation, taxation or other political, social or economic risks, all of which could affect the market and/or credit risk of the investment. In addition, changes in the relationship of foreign currencies to the U.S. dollar can significantly affect the value of these investments and therefore the earnings of the Company.

Dividends and Distributions

Dividends and distributions to shareholders are recorded as of the ex-dividend date. The amount to be paid out as a distribution is determined by the Board each quarter. Net realized capital gains, if any, are generally distributed or deemed distributed at least annually. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.

Federal and State Income Taxes

We have elected to be treated as a RIC under the Code and operate in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, the Company must (among other requirements) meet certain source-of-income and asset diversification requirements and timely distribute to its shareholders at least 90% of its investment company taxable income as defined by the Code, for each year. The Company (among other requirements) intend to make the requisite distributions to its shareholders, which will generally relieve the Company from corporate-level income taxes. For income tax purposes, distributions made to shareholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. The final determination of the tax character of distributions will not be made until we file our tax return for the tax year ending December 31, 2025. The character of income and gains that we will distribute is determined in accordance with income tax regulations that may differ from GAAP. Book and tax basis differences relating to shareholder dividend and distributions and other permanent book and tax difference are reclassified to paid-in capital.

If we do not distribute (or are not deemed to have distributed) at least 98% of our annual ordinary income and 98.2% of our capital gains in the calendar year earned, we will generally be required to pay excise tax equal to 4% of the amount by which 98% of our annual ordinary income and 98.2% of our capital gains exceed the distributions from such taxable income for the year. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such taxable income, we accrue excise taxes, if any, on estimated undistributed taxable income.

If we fail to satisfy the annual distribution requirement or otherwise fail to qualify as a RIC in any taxable year, we would be subject to tax on all of our taxable income at regular corporate rates. Distribution would generally be taxable to our individual and other non-corporate taxable shareholders as ordinary dividend income eligible for the reduced maximum rate applicable to qualified dividend income to the extent of our current and accumulated earnings and profits provided certain holding period and other requirements are met. Subject to certain limitation under the Code, corporate distributions would be eligible for the dividend-received deduction. To qualify again to be taxed as a RIC in a subsequent year, we would be required to distribute to our shareholders our accumulated earnings and profits attributable to non RIC years. In addition, if we failed to qualify as a RIC for a period greater than two taxable years, then, in order to qualify as a RIC in a subsequent year, we would be required to elect to recognize and pay tax on any net built-in gain (the excess of aggregate gain, including items of income, over aggregate loss that would have been realized if we had been liquidated) or, alternatively, be subject to taxation on such built-in gain recognized for a period of five years.

As of December 31, 2025, the Company was taxed as a RIC for U.S. federal income tax purposes.

We follow ASC 740, Income Taxes (“ASC 740”). ASC 740 provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing our tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Penalties or interest, if applicable, that may be assessed relating to income taxes would be classified as other operating expenses in the financial statements. As of December 31, 2025, there were no uncertain tax positions and no amounts accrued for interest or penalties. Management’s determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof. Although we file both federal and state income tax returns, our major tax jurisdiction is federal.

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(In thousands, except share and per share data)

Segment Reporting

The Company has adopted Financial Accounting Standards Board ("FASB") Accounting Standards Update 2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). An operating segment is defined as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The Company operates under one operating segment and reporting unit, investment management. The CODM is the chief executive officer of the Company, who is responsible for determining the Company’s investment strategy, capital allocation, expense structure, and significant transactions impacting the Company. Key metrics include, but are not limited to, net investment income and net increase in net assets resulting from operations that is reported on the Consolidated Statements of Operations, fair value of investments as disclosed on the Consolidated Schedule of Investments, as well as distributions made to the Company’s shareholders.

Income Taxes

The Company has adopted FASB Accounting Standards Update 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” (“ASU 2023-09”). ASU 2023-09 requires additional disaggregated disclosures on the entity’s effective tax rate reconciliation and additional details on income taxes paid. ASU 2023-09 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2024, and early adoption is permitted. The adoption of ASU 2023-09 did not have a material impact on the Company's consolidated financial statements.

Recent Accounting Pronouncements

Income Statement - Reporting Comprehensive Income

In November 2024, the FASB issued Accounting Standard Update No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). The amendments in ASU 2024-03 improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. This information generally is not presented in the consolidated financial statements today. The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company does not expect the adoption ASU 2024-03 to have a material impact on its year-end financial statements.

Note 3. Related Party Agreements and Transactions

Advisory Agreement

On March 15, 2024, the Company entered into an investment advisory agreement (the “Advisory Agreement”) with the Adviser, pursuant to which the Adviser manages the Company on a day-to-day basis. The Adviser is responsible for originating prospective investments, conducting research and due diligence investigations on potential investments, analyzing investment opportunities, negotiating and structuring the Company’s investments and monitoring its investments and portfolio companies on an ongoing basis.

On March 12, 2026, the Board renewed the Advisory Agreement. Unless earlier terminated as described below, the Advisory Agreement will remain in effect until March 12, 2027, and may be extended subject to required approvals. The Company may terminate the Advisory Agreement, without payment of any penalty, upon 60 days’ written notice. The Advisory Agreement will automatically terminate in the event of its assignment within the meaning of the 1940 Act and related SEC guidance and interpretations.

The Company pays the Adviser a fee for its services under the Advisory Agreement consisting of two components, a base management fee and an incentive fee. The cost of both the base management fee and the incentive fee will ultimately be borne by the shareholders. Substantial additional fees and expenses may also be charged by the Administrator to the Company, which is an affiliate of the Adviser.

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(In thousands, except share and per share data)

Base Management Fee

The management fee is accrued monthly and paid quarterly in arrears at an annual rate of 1.00% of the Company's net assets as of the beginning of the first business day of the applicable month. For these purposes, “net assets” means the Company’s total assets less liabilities determined on a consolidated basis in accordance with GAAP. For the first calendar quarter in which the Company has operations, net assets was measured as the average of net assets (i) at the date the Company first delivers a drawdown notice to its investors and (ii) at the end of such first calendar quarter. The Adviser waived the management fee through March 15, 2025 and waived 50% of the management fee from March 15, 2025 to March 15, 2026.

Incentive Fee

(i) Incentive Fee on Pre-Incentive Fee Net Investment Income

Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of our net assets at the end of the immediate preceding quarter, is compared to a “hurdle rate” of return of 1.500% per quarter (6.000% annualized). We will pay the Adviser an incentive fee quarterly in arrears with respect to our Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows:

•

100% of the dollar amount of our Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.710% (6.860% annualized). This “catch-up” is meant to provide the Adviser with approximately 12.5% of our Pre-Incentive Fee Net Investment Income Returns as if a hurdle rate did not apply if this net investment income exceeds 1.710% in any calendar quarter; and

•

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(In thousands, except share and per share data)

(ii) Incentive Fee on Capital Gains

The second part of the incentive fee is determined and payable in arrears as of the end of each calendar year in an amount equal to 12.5% of realized capital gains, if any, on a cumulative basis from inception through the end of each calendar year. Fees are computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees.

Both components of the incentive fee calculations are for any period of less than three months and adjusted for any share issuances or repurchases during the relevant quarter. The Adviser waived the incentive fee through March 15, 2025 and waived 50% of the incentive fee from March 15, 2025 to March 15, 2026.

For the years ended December 31, 2025 and 2024 and the period from December 15, 2023 to December 31, 2023(the "Period Ended December 31, 2023") the Company recognized $3,934, $2,819 and $—, respectively, of management fees, and $6,364, $4,966 and $—, respectively, of performance-based incentive fees before impact of waived fees. For the years ended December 31, 2025, 2024 and 2023, $2,354, $2,819 and $—, respectively, of management fees, were waived and $3,833, $4,966 and $—, respectively, of performance-based incentive fees were waived.

As of December 31, 2025, management and performance-based incentive fees payable were $508 and $740, respectively. As of December 31, 2024, there were no amounts payable to the Advisor relating to management fees or incentive fees.

Administration Agreement

On March 15, 2024, the Company entered into an administration agreement (the “Administration Agreement”) with the Administrator. Under the terms of the Administration Agreement, the Administrator provides, or oversees the performance of, administrative and compliance services, including, but not limited to, maintaining financial records, overseeing the calculation of net asset value , compliance monitoring (including diligence and oversight of other service providers), preparing reports to shareholders and reports filed with the SEC, preparing materials and coordinating meetings of the Company’s Board, managing the payment of expenses and the performance of administrative and professional services rendered by others and providing office space, equipment and office services. The Company will reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations under the Administration Agreement. Such reimbursement will include the Company’s allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, including but not limited to: (i) the Company’s chief compliance officer, chief financial officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Company; and (iii) any internal audit group personnel of AGM or any of its affiliates, subject to the limitations described in Advisory and Administration Agreements. In addition, pursuant to the terms of the Administration Agreement, the Administrator may delegate its obligations under the Administration Agreement to an affiliate or to a third party and the Company will reimburse the Administrator for any services performed by such affiliate or third party. The Administrator hired a sub-administrator to assist in the provision of administrative services. The sub-administrator will receive compensation for its sub-administrative services under a sub-administration agreement.

On March 12, 2026, the Board renewed the Administration Agreement. Unless earlier terminated, the Administration Agreement will remain in effect until March 12, 2027, and may be extended subject to required approvals.

Transaction Agreement

In December 2023, the Company entered into a transaction agreement whereby, among other things, accepted initial capital commitments and entered into a master participation and sale agreement (the “Asset Transfer Agreement”) to acquire the initial loan portfolio of an affiliated Cayman Islands exempted limited partnership (the “Affiliate”). See below for additional information on the Asset Transfer Agreement and Note 6 for information on initial capital commitments.

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(In thousands, except share and per share data)

Asset Transfer Agreement

In December 2023, AP Leaf entered into an Asset Transfer Agreement with the Affiliate pursuant to which AP Leaf would acquire and hold (a) initially participation rights in the initial loan portfolio and (b) legal and beneficial title to the initial loan portfolio. As part of the initial loan portfolio, the Affiliate transferred $785,224 of secured, floating rate, middle market term loans to AP Leaf. AP Leaf also acquired $1,280 of capitalized PIK for no additional consideration.

In January 2024, all loans acquired in the initial loan portfolio were assigned to the Company and ceased to be owned through the Asset Transfer Agreement with the Affiliate. Additional consideration of $236 was provided to the Affiliate in conjunction with settlement of the Asset Transfer Agreement.

Servicing Fee Agreement

As part of the Transaction Agreement, the Company entered into an agreement with the Servicer to provide, or oversee the performance of, administrative and compliance services, including, but not limited to, (a) possessing, keeping and maintaining the books and records of the Company; (b) preparing and delivering financial information (including financial statements); and (c) the day-to-day administration of the loan portfolio, including opening and maintaining bank accounts for the Company and receiving and disbursing funds therefrom. The Company acknowledges that these services, in whole or in part, will be sub-contracted to MidCap Financial Services, LLC.

In exchange for these services, a servicing fee will be paid quarterly in arrears to the Servicer, as described below:

(1) With respect to certain assets acquired by the Affiliate before December 20, 2018 and sold to the Company in conjunction with the Asset Transfer Agreement above, a service fee equal to 0.0625% of the aggregate face value of the final day of the quarter; and

(2) With respect to certain assets acquired by the Affiliate after December 20, 2018 and sold to the Company in conjunction with the Asset Transfer Agreement above, a service fee equal to 0.0875% of the aggregate face value of the final day of the quarter.

For the years ended December 31, 2025, 2024 and period ended December 31, 2023, the Company recognized $—, $553, and $38 respectively, of servicing fees. The agreement with the Servicer terminated after the Conversion Date, when the Company elected to be regulated as a BDC.

Expense Support and Conditional Reimbursement Agreement

The Company entered into an expense support and conditional reimbursement agreement (the “Expense Support Agreement”) with the Adviser. The Adviser may elect to pay certain expenses (each, an “Expense Payment”), provided that no portion of the payment will be used to pay any interest or distributions and/or servicing fees of the Company. Any Expense Payment that the Adviser has committed to pay must be paid by the Adviser to the Company in any combination of cash or other immediately available funds no later than forty-five days after such commitment was made in writing, and/or offset against amounts due from the Company to the Adviser or its affiliates.

Following any calendar month in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Company’s shareholders based on distributions declared with respect to record dates occurring in such calendar month (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof, to the Adviser until such time as all Expense Payments made by the Adviser 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 shall be referred to herein as a “Reimbursement Payment”. “Available Operating Funds” means the sum of (i) net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).

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(In thousands, except share and per share data)

Distribution Reinvestment Plan

We have adopted a distribution reinvestment plan, pursuant to which we will reinvest all cash distributions declared by the Board on behalf of our shareholders who do not elect to receive their distributions in cash as provided below. As a result, if the Board authorizes, and we declare, a cash distribution or other distribution, then our shareholders who have not opted out of our distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash distribution or other distribution. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places. No action is required on the part of a registered shareholder to have his, her or its cash distribution or other distribution reinvested in our shares.

Co-Investment Activity

As of December 31, 2025, the Company’s co-investment holdings were 72.4% of the portfolio or $682,621, measured at fair value. On a cost basis, 71.9% of the portfolio or $692,028 were co-investments. As of December 31, 2024, the Company’s co-investment holdings were 29.8% of the portfolio or $270,802, measured at fair value. On a cost basis, 29.5% of the portfolio or $271,257 were co-investments.

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(In thousands, except share and per share data)

Note 4. Investments

Fair Value Measurement and Disclosures

The following table shows the composition of our investments as of December 31, 2025, with the fair value disaggregated into the three levels of the fair value hierarchy in accordance with ASC 820:


						Fair Value Hierarchy
	Cost		Fair Value			Level 1		Level 2			Level 3
First Lien Secured Debt	$	954,701	$	938,801		$	—	$	6,814		$	931,987
Unsecured Debt		19		—			—		—			—
Common Equity/Interests		7,772		3,995			—		—			3,995
Total Investments before Foreign Currency Forward Contracts	$	962,492	$	942,796		$	—	$	6,814		$	935,982
Foreign currency forward contracts		—		(55	)		—		(55	)		—
Total Investments and Foreign Currency Forward Contracts at Fair Value	$	962,492	$	942,741		$	—	$	6,759		$	935,982

The following table shows the composition of our investments as of December 31, 2024, with the fair value disaggregated into the three levels of the fair value hierarchy in accordance with ASC 820:


						Fair Value Hierarchy
	Cost		Fair Value		Level 1			Level 2		Level 3
First Lien Secured Debt	$	915,677	$	906,931	$		—	$	14,183	$	892,748
Unsecured Debt		19		19			—		—		19
Common Equity/Interests		2,899		2,895			—		—		2,895
Total Investments at Fair Value	$	918,595	$	909,845	$		—	$	14,183	$	895,662

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(In thousands, except share and per share data)

Fair Value Measurement and Disclosures

The following tables show changes in the fair value of our Level 3 investments during the years ended December 31, 2025 and 2024:


	Year Ended December 31, 2025
	First Lien Secured Debt			Unsecured Debt			Common Equity/Interests			Total
Fair value as of December 31, 2024	$	892,748			19			2,895		$	895,662
Net realized gains (losses)		(8,233	)		—			—			(8,233	)
Net change in unrealized gains (losses)		(7,251	)		(19	)		(3,772	)		(11,042	)
Net amortization on investments		3,010			—			—			3,010
Purchases, including capitalized PIK (2)		230,343			—			4,872			235,215
Sales (2)		(178,630	)		—			—			(178,630	)
Transfers out of Level 3 (1)		—			—			—			—
Transfers into Level 3 (1)		—			—			—			—
Fair value as of December 31, 2025 (3)	$	931,987		$	—		$	3,995		$	935,982

Net change in unrealized gains (losses) on Level 3 investments still held as of December 31, 2025	$	(12,785	)	$	(19	)	$	(3,772	)	$	(16,576	)

(1)

Transfers out (if any) of Level 3 are due to an increase in the quantity and reliability of broker quotes obtained and transfers into (if any) Level 3 are due to a decrease in the quantity and reliability of broker quotes obtained as assessed by the Adviser. Transfers are assumed to have occurred at the end of the period. There were no transfers between Level 1 and Level 2 fair value measurements during the periods shown.

(2)

Includes reorganizations and restructuring of investments.

(3)

Includes unfunded commitments measured at fair value of $(1,631).


	Year Ended December 31, 2024
	First Lien Secured Debt			Unsecured Debt		Common Equity/Interests			Total
Fair value as of December 31, 2023	$	777,220			—		—			777,220
Net realized gains (losses)		(3,154	)		—		—			(3,154	)
Net change in unrealized gains (losses)		(7,145	)		—		(5	)		(7,150	)
Net amortization on investments		5,095			—		—			5,095
Purchases, including capitalized PIK (2)		276,581			19		2,900			279,500
Sales (2)		(148,089	)		—		—			(148,089	)
Transfers out of Level 3 (1)		(7,760	)		—		—			(7,760	)
Transfers into Level 3 (1)		—			—		—			—
Fair value as of December 31, 2024 (3)	$	892,748		$	19	$	2,895		$	895,662

Net change in unrealized gains (losses) on Level 3 investments still held as of December 31, 2024	$	(7,145	)	$	—	$	(5	)	$	(7,150	)

(1)

(2)

Includes reorganizations and restructuring of investments.

(3)

Includes unfunded commitments measured at fair value of $(84).

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(In thousands, except share and per share data)

The following table summarizes the significant unobservable inputs the Company used to value its investments categorized within Level 3 as of December 31, 2025. In addition to the techniques and inputs noted in the tables below, according to our valuation policy we may also use other valuation techniques and methodologies when determining our fair value measurements. The below table is not intended to be all-inclusive, but rather provide information on the significant unobservable inputs as they relate to the Company’s determination of fair values.

The unobservable inputs used in the fair value measurement of our Level 3 investments as of December 31, 2025 were as follows:


				Quantitative Information about Level 3 Fair Value Measurements
Asset Category		Fair Value		Valuation Techniques/Methodologies	Unobservable Input	Range		Weighted Average (1)
First Lien Secured Debt	$		884,674	Yield Analysis	Discount Rate	7.6%	19.2%	10.0%
			31,262	Cost Approach	Cost Approach	N/A	N/A	N/A
			16,051	Recovery Analysis	Recoverable Amount	N/A	N/A	N/A
Common Equity/Interests			250	Cost Approach	Cost Approach	N/A	N/A	N/A
			3,745	Market Comparable Technique	Comparable Multiple	5.7x	30.6x	6.7x
Total Level 3 Investments	$		935,982

(1)

The weighted average information is generally derived by assigning each disclosed unobservable input a proportionate weight based on the fair value of the related investment. For the commodity price unobservable input, the weighted average price is an undiscounted price based upon the estimated production level from the underlying reserves.

The unobservable inputs used in the fair value measurement of our Level 3 investments as of December 31, 2024 were as follows:


				Quantitative Information about Level 3 Fair Value Measurements
Asset Category		Fair Value		Valuation Techniques/Methodologies	Unobservable Input	Range		Weighted Average (1)
First Lien Secured Debt	$		839,729	Yield Analysis	Discount Rate	8.6%	19.9%	11.1%
			2,852	Market Comparable Technique	Comparable Multiple	2.0x	2.0x	2.0x
			50,167	Recent Transaction	Recent Transaction	N/A	N/A	N/A
Unsecured Debt			19	Market Comparable Technique	Comparable Multiple	20.5x	20.5x	20.5x
Common Equity/Interests			2,861	Market Comparable Technique	Comparable Multiple	9.0x	20.5x	10.8x
			34	Recent Transaction	Recent Transaction	N/A	N/A	N/A
Total Level 3 Investments	$		895,662

(1)

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(In thousands, except share and per share data)

The significant unobservable inputs used in the fair value measurement of the Company’s debt and equity securities are primarily EBITDA comparable multiples and market discount rates. The Company typically uses EBITDA comparable multiples on its equity securities to determine the fair value of investments. The Company uses market discount rates for debt securities to determine if the effective yield on a debt security is commensurate with the market yields for that type of debt security. If a debt security’s effective yield is significantly less than the market yield for a similar debt security with a similar credit profile, the resulting fair value of the debt security may be lower. For certain investments where fair value is derived based on a recovery analysis, the Company uses underlying commodity prices from third party market pricing services to determine the fair value and/or recoverable amount, which represents the proceeds expected to be collected through asset sales or liquidation. Further, for certain investments, the Company also considered the probability of future events which are not in management’s control. Significant increases or decreases in any of these inputs in isolation would result in a significantly lower or higher fair value measurement. The significant unobservable inputs used in the fair value measurement of the structured products include the discount rate applied in the valuation models in addition to default and recovery rates applied to projected cash flows in the valuation models. Specifically, when a discounted cash flow model is used to determine fair value, the significant input used in the valuation model is the discount rate applied to present value the projected cash flows. Increases in the discount rate can significantly lower the fair value of an investment; conversely decreases in the discount rate can significantly increase the fair value of an investment. The discount rate is determined based on the market rates an investor would expect for a similar investment with similar risks. For certain investments such as warrants, the Company may use an option pricing technique, of which the applicable method is the Black-Scholes Option Pricing Method (“BSM”), to perform valuations. The BSM is a model of price variation over time of financial instruments, such as equity, that is used to determine the price of call or put options. Various inputs are required but the primary unobservable input into the BSM model is the underlying asset volatility.

Investment Transactions

For the years ended December 31, 2025 and 2024, and Period Ended December 31, 2023 purchases of investments on a trade date basis were $232,375, $241,311, and $785,461, respectively. For the years ended December 31, 2025 and 2024, and Period Ended December 31, 2023 repayments (including prepayments and unamortized fees) of investments on a trade date basis were $184,890, $104,409, and $1,558, respectively.

PIK Income

The Company holds loans and other investments, including certain preferred equity investments, that have contractual PIK income. PIK income computed at the contractual rate is accrued into income and reflected as receivable up to the capitalization date. During the years ended December 31, 2025 and 2024, and Period Ended December 31, 2023 PIK income earned was $3,181, $2,487, and $—, respectively.

The following table shows the change in capitalized PIK balance for the years ended December 31, 2025 and 2024, and Period Ended December 31, 2023:


	Year Ended December 31,					Period Ended December 31,
	2025			2024		2023
PIK balance at beginning of period	$	3,839		$	1,280	$	1,280
PIK income capitalized		3,256			2,559		—
Adjustments due to investments exited or written off		(852	)		—		—
PIK balance at end of period	$	6,243		$	3,839	$	1,280

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(In thousands, except share and per share data)

Investments on Non-Accrual Status

As of December 31, 2025, 2.5% of total investments at amortized cost, or 1.5% of total investments at fair value, were on non-accrual status. As of December 31, 2024, 1.7% of total investments at amortized cost, or 1.1% of total investments at fair value, were on non-accrual status.

Derivative Instruments

In the normal course of business, the Company enters into derivative financial instruments to achieve certain risk management objectives, including managing its interest rate and foreign currency risk exposures.

Certain information related to the Company’s foreign currency forward contracts is presented below as of December 31, 2025:


Counterparty	Notional amount to be purchased		Notional amount to be sold		Settlement Date		Fair Value			Balance Sheet Location of Net Amounts
State Street Bank and Trust Company	$	2,898	C$	3,979	3/18/2026			(10	)	Unrealized appreciation (depreciation) on foreign currency forward contracts
State Street Bank and Trust Company		996	€	850	3/18/2026			(6	)	Unrealized appreciation (depreciation) on foreign currency forward contracts
State Street Bank and Trust Company		3,518	£	2,640	3/18/2026			(39	)	Unrealized appreciation (depreciation) on foreign currency forward contracts
						$		(55	)

There were no foreign currency forward contracts as of December 31, 2024.

The Company’s foreign currency forward contracts are not designated in a qualifying hedge accounting relationship. Net realized and change in unrealized gains and losses for years ended December 31, 2025 and 2024, for the Company’s foreign currency forward contracts, are in the following locations in the Consolidated Statement of Operations:


		Year Ended December 31,
Derivative Instrument	Financial Statement Location	2025			2024
Foreign currency forward contracts	Net realized gain (loss) on foreign currency forward contracts	$	(125	)	$	—
		$	(125	)		—


		Year Ended December 31,
Derivative Instrument	Financial Statement Location	2025			2024
Foreign currency forward contracts	Net change in unrealized appreciation (depreciation) on foreign currency forward contracts	$	(55	)	$	—
		$	(55	)	$	—

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(In thousands, except share and per share data)

Note 5. Debt and Foreign Currency Transactions and Translations

AP Leaf, LLC

On December 20, 2023 (the “Closing Date”), AP Leaf, a Delaware limited liability company and newly formed subsidiary of the Company, entered into a Loan and Security Agreement (the “AP Leaf Secured Credit Facility”), with AP Leaf, as borrower, the Company, in its capacity as collateral manager and in its capacity as equity holder, the lenders from time to time parties thereto, Wells Fargo bank, N.A., as administrative agent, State Street Bank and Trust Company, as trustee and collateral agent, and Virtus Group, LP, as collateral administrator. After Conversion Date, in accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150% after such borrowing. As of December 31, 2025, the Company's asset coverage was 170.7%.

The maximum principal amount of the AP Leaf Secured Credit Facility as of the Closing Date was $500,000, which can be drawn in multiple currencies subject to certain conditions; the availability of this amount is subject to the borrowing base, which is determined on the basis of the value and types of AP Leaf’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits. Amounts drawn under the AP Leaf Secured Credit Facility, will bear interest at the term SOFR Reference Rate, the CORRA Rate, SONIA or the EURIBOR Rate (the “Applicable Reference Rate”), in each case, plus a spread of 2.65% or 4.75% in the event of a default. The contractual maturity date of the AP Leaf Secured Credit Facility is December 20, 2028.

In January 2024, AP Leaf, entered into Amendment No. 1 (the “First AP Leaf Amendment”) for the AP Leaf Secured Credit Facility. The First AP Leaf Amendment amended the AP Leaf Secured Credit Facility to have ComputerShare Trust N.A. succeed State Street Bank and Trust Company as trustee and collateral agent, and Virtus Group, LP as collateral administrator.

In June 2024, AP Leaf entered into Amendment No. 2 (the “Second AP Leaf Amendment”) for the AP Leaf Secured Credit Facility. The Second AP Leaf Amendment amended the AP Leaf Secured Credit Facility to increase the facility amount to $650,000.

On March 6, 2025 (the “Third Amendment Closing Date”), AP Leaf entered into the Third Amendment to Loan and Security Agreement (“Third AP Leaf Amendment”) for the AP Leaf Secured Credit Facility, dated as of December 20, 2023, by and among AP Leaf, as borrower, the Company, in its capacity as collateral manager and in its capacity as equityholder, the lenders from time to time party thereto, Wells Fargo, National Association, as administrative agent for the Secured Parties, and Computershare Trust Company, N.A., in its capacity as collateral agent and in its capacity as trustee. Capitalized terms used but not otherwise defined herein have the meanings given to them in the Third AP Leaf Amendment.

The Third AP Leaf Amendment amended the AP Leaf Secured Credit Facility to, among other things, (i) increase the AP Leaf Secured Credit Facility Amount to $750,000, (ii) reduce the spread to 2.05% per annum, (iii) extend the Reinvestment Period to the three years after the Third Amendment Closing Date and (iv) extend the AP Leaf Secured Credit Facility Maturity Date to five years after the Third Amendment Closing Date.

As of December 31, 2025, the Company's outstanding debt obligations under the AP Leaf Secured Credit Facility were $560,789 with the fair value of $561,098 and deferred financing costs of $7,095. The fair value of the Company’s debt under the AP Leaf Secured Credit Facility would be categorized as Level 3 under ASC 820 as of December 31, 2025. The valuation is based on a yield analysis and discount rate commensurate with the market yields for similar types of debt.

As of December 31, 2024, the Company's outstanding debt obligations under the AP Leaf Secured Credit Facility were $578,672 with the fair value of $578,325 and deferred financing costs of $5,150. The fair value of the Company’s debt under the AP Leaf Secured Credit Facility would be categorized as Level 3 under ASC 820 as of December 31, 2024. The valuation is based on a yield analysis and discount rate commensurate with the market yields for similar types of debt.

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(In thousands, except share and per share data)

The following table summarizes the average and maximum debt outstanding, and the interest and debt issuance cost for the years ended December 31, 2025 and 2024:


	Year Ended December 31,
	2025			2024
Average debt outstanding	$	560,321		$	513,410
Maximum amount of debt outstanding		584,357			578,676
Weighted average annualized interest cost (1)		6.68	%		7.77	%
Annualized amortized debt issuance cost		0.24	%		0.23	%
Total annualized interest cost		6.92	%		7.99	%

(1)

Includes the stated interest expense and commitment fees on the unused portion of AP Leaf Secured Credit Facility. No commitment fees accrued for the year ended December 31, 2025.

Foreign Currency Transactions and Translations

The Company had the following foreign-denominated debt obligations outstanding on its SPV Financing Facilities as of December 31, 2025:


	Original Principal Amount (Local)		Original Principal Amount (USD)		Principal Amount Outstanding		Unrealized Gain/(Loss)			Reset Date
Candian Dollar	C$	6,000	$	4,372	$	4,371	$	1			1/15/2026
Great Britian Pound	£	3,500	$	4,636	$	4,718	$	(82	)		1/4/2026
Total			$	9,008	$	9,089	$	(81	)

The Company had the following foreign-denominated debt obligations outstanding on its SPV Financing Facilities as of December 31, 2024:


	Original Principal Amount (Local)		Original Principal Amount (USD)		Principal Amount Outstanding		Unrealized Gain/(Loss)		Reset Date
Candian Dollar	C$	6,000	$	4,372	$	4,172	$	200		10/10/2024
Total			$	4,372	$	4,172	$	200

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(In thousands, except share and per share data)

Note 6. Net Assets

The Company is authorized to issue an unlimited number of common shares of beneficial interest ("Common Shares") at $0.001 per share par value. Since the commencement of operations on December 15, 2023, the Company has entered into subscription agreements with investors, including affiliates of the Adviser, to make commitments to purchase Common Shares (“Capital Commitments”). Under the terms of the Capital Commitments, investors are required to fund capital contributions to purchase Common Shares at a price per share equal to the most recent net asset value ("NAV") per share determined within 48 hours of a date specified in the drawdown notice. Drawdown notices will be delivered at least 10 business days prior to the date on which contributions will be due and drawdown amounts will generally be made pro rata, in accordance with unfunded Capital Commitments of all investors.

On December 15, 2023, two beneficial owners (the “Limited Owners”) were admitted to the Company in exchange for $433,333 in Capital Commitments including $33,333 committed by an affiliate of the Adviser. Of the $433,333 in Capital Commitments, the Company called $293,587 prior to the Conversion Date. All Limited Owners funded Capital Commitments were converted into 12,145,597 Common Shares at the Conversion Date.

On January 24, 2025, the Company issued and sold 1,015,847 Common Shares and the Company received $25 million as payment for such Common Shares.

On July 29, 2025, the Company issued and sold 1,034,768 Common Shares and the Company received $25 million as payment for such Common Shares.

As of December 31, 2025 and 2024, the Company had the following Capital Commitments, pursuant to Subscription Agreements, and contributions from its shareholders:


		December 31, 2025										December 31, 2024
		Capital Commitments			Funded Capital Commitments			% of Capital Commitments Funded				Capital Commitments			Funded Capital Commitments			% of Capital Commitments Funded
Common Shares	$		500,000	$		414,877	$		83	%	$		475,000	$		364,877	$		77	%

The following table summarizes the Common Shares of the Company issued for the year ended December 31, 2025 and period between Conversion Date to December 31, 2024:


	Year Ended				For Period between March 15
	December 31, 2025				and December 31, 2024
	Shares		Amount		Shares		Amount
Proceeds from shares sold		2,050,616	$	50,000		2,759,788	$	71,290
Distributions reinvested		99,034		2,400		17,218		450
Total net increase (decrease)		2,149,650	$	52,400		2,777,006	$	71,740

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MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share data)

The following table presents distributions that were declared during the year ended December 31, 2025:


			Distributions
Record Date	Declaration Date	Payment Date	Per Share		Amount*
March 17, 2025	March 17, 2025	April 11, 2025	$	0.7509	$	11,968
May 21, 2025	May 7, 2025	July 11, 2025		0.7874		12,575
August 20, 2025	August 6, 2025	October 14, 2025		0.7500		12,779
November 20, 2025	November 4, 2025	January 22, 2026		0.7200		12,292
			$	3.0083	$	49,614

The following table presents distributions that were declared during the year ended December 31, 2024:


			Distributions
Record Date	Declaration Date	Payment Date	Per Share		Amount*
September 19, 2024	September 19, 2024	September 20, 2024	$	1.0983	$	15,879
November 13, 2024	November 12, 2024	December 12, 2024		0.8662		12,538
December 30, 2024	December 30, 2024	January 28, 2025		0.8825		13,169
			$	2.8470	$	41,586

* Totals may not foot due to rounding.

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MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share data)

Note 7. Earnings Per Share

The following table sets forth the computation of earnings (loss) per share (“EPS”), pursuant to ASC 260-10:


	Year Ended December 31,		For Period between March 15 and December 31,
	2025		2024 (1)
Basic Earnings Per Share
Net increase (decrease) in net assets resulting from operations	$	29,441	$	30,733
Weighted average shares outstanding		16,362,890		13,815,298
Basic earnings (loss) per share	$	1.80	$	2.22

(1) Prior to the Conversion Date, the Company had no shares outstanding. EPS has been derived based on the net increase (decrease) in net assets resulting from operations and the weighted average number of shares outstanding for the period between March 15, 2024 (Conversion Date) and December 31, 2024.

Diluted earnings per share equal basic earnings per share because there were no common share equivalents outstanding during the period presented.

Note 8. Commitments and Contingencies

The Company has various commitments to fund various revolving and delayed draw senior secured and subordinated loans, including commitments to issue letters of credit through a financial intermediary on behalf of certain portfolio companies. As of December 31, 2025, and 2024, the Company had the following unfunded commitments to its portfolio companies:


	December 31, 2025		December 31, 2024
Unfunded revolver obligations and bridge loan commitments (1)	$	21,899	$	2,597
Standby letters of credit issued and outstanding (2)		43		24
Unfunded delayed draw loan commitments (including commitments with performance thresholds not met) (3)		27,490		3,182
Total Unfunded Commitments (4)	$	49,432	$	5,803

(1)

The unfunded revolver obligations may or may not be funded to the borrowing party in the future. The amounts relate to loans with various maturity dates, but the entire amount was eligible for funding to the borrowers as of December 31, 2025, subject to the terms of each loan’s respective credit agreements which includes borrowing covenants that need to be met prior to funding. As of December 31, 2025, no bridge loan commitments were outstanding.

(2)

For all these letters of credit issued and outstanding, the Company would be required to make payments to third parties if the portfolio companies were to default on their related payment obligations. None of the letters of credit issued and outstanding are recorded as a liability on the Company’s Consolidated Statements of Assets and Liabilities as such letters of credit are considered in the valuation of the investments in the portfolio company.

(3)

The Company’s commitment to fund delayed draw loans is triggered upon the satisfaction of certain pre-negotiated terms and conditions which can include covenants to maintain specified leverage levels and other related borrowing base covenants. For commitments to fund delayed draw loans with performance thresholds, borrowers are required to meet certain performance requirements before the Company is obligated to fulfill these commitments.

(4)

The Company also had an unfunded revolver commitment to Ultra Clean Holdco LLC, WH BorrowerCO, LLC and FEV Acquisition Corporation of $- as of December 31, 2025, and $176 as of December 31, 2024, respectively. Given the commitment is subject to Company’s discretion, the timing and the amount of the funding has not been determined.

Organizational and Offering Costs

The Adviser agreed to bear all of the Company’s organization and offering expenses through the date on which the Company commenced operations. The Company is obligated to reimburse the Adviser for such expenses. The total organization and offering costs incurred were $469, which were recognized by the Company when it commenced operations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share data)

If actual organization costs incurred exceed 0.25% of the Company's total Capital Commitments, the Adviser or its affiliates will bear such excess costs for the 36 months beginning on the date which the Company commenced operations. To the extent that the Company's Capital Commitments later increase following such 36 month period, the Adviser or its affiliates may be reimbursed for past payments of excess organization costs made on the Company’s behalf, provided that the total organization costs borne by the Company do not exceed 0.25% of total Capital Commitments at any time and provided further that the Adviser or its affiliates may not be reimbursed for payment of excess organization expenses that were incurred more than three years prior to the proposed reimbursement. Any sales load, platform fees, servicing fees or similar fees or expenses charged directly to an investor in an offering by a placement agent or similar party will not be considered organization expenses of the Company for purposes of the Company’s cap on organization expenses. As of December 31, 2025, the Company’s actual organizational costs were less than 0.25% of the Company’s total Capital Commitments and the Company has been organized. Accordingly, the Adviser did not cover any organizational costs.

Note 9. Income Taxes

For income tax purposes, distributions made to shareholders are reported as ordinary income, capital gains, non-taxable return of capital, or a combination thereof. The final determination of the tax character of distributions will not be made until we file our tax return for each tax year and the tax characteristics of all distributions will be reported to shareholders on Form 1099 after the end of each calendar year. For periods prior to the effectiveness of our RIC election, the Company was taxed as a partnership for U.S. federal income tax purposes. The tax character of distributions paid to shareholders during the year ended December 31, 2025 and period from the Conversion Date to December 31, 2024 was as follows:


	Year Ended December 31,			For Period between March 15 and December 31,
		2025			2024
Ordinary income	$		49,614	$		41,586
Capital gains			—			—
Return of capital			—			—
Total distributions paid to shareholders	$		49,614	$		41,586

Taxable income generally differs from net increase in net assets resulting from operations for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized gains or losses, as unrealized gains or losses are generally not included in taxable income until they are realized.

The following table reconciles the net increase in net assets resulting from operations to taxable income for the year ended December 31, 2025 and period from the Conversion Date to December 31, 2024:


	Year Ended December 31,				For Period between March 15 and December 31,
		2025				2024
Net increase (decrease) in net assets resulting from operations	$		29,441		$		30,733
Adjustments:
Net realized losses (gains)			10,032				3,534
Net change in unrealized losses (gains)			11,232				8,598
Income not currently taxable			—				—
Income (loss) recognized for tax but not book			(1,636	)			197
Expenses not currently deductible			—				—
Expenses incurred for tax but not book			—				—
Realized gain/loss differences			—				—
Taxable income before deductions for distributions	$		49,069		$		43,062

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share data)

The following table shows the components of accumulated losses on a tax basis for the year ended December 31, 2025 and the period from the Conversion Date to December 31, 2024:


	Year Ended December 31,				For Period between March 15 and December 31,
		2025				2024
Undistributed ordinary income	$		1,843		$		2,387
Capital loss carryforward			(12,853	)			—
Other temporary book-to-tax differences			—				—
Post-October capital loss deferral			—				(3,095	)
Unrealized appreciation (depreciation)			(20,016	)			(10,145	)
Total accumulated under-distributed (over-distributed) earnings	$		(31,026	)	$		(10,853	)

As of December 31, 2025, the Company had a post-enactment short-term capital loss carryforward of $4,628 and long term capital loss carryforward of $8,225. As of December 31, 2024, the Company did not have a post-enactment short-term or long term capital loss carryforward.

For tax purposes, the Company may elect to defer any portion of a post-October capital loss or late-year ordinary loss to the first day of the following fiscal year.

As of December 31, 2025, the Company did not defer any post-October capital loss deemed to arise on January 1, 2026. As of December 31, 2024, the Company deferred $3,095 late-year Post-October capital losses which are deemed to arise on January 1, 2025.

Management has analyzed the Company’s tax positions taken, or to be taken, on federal income tax returns for all open tax years, and has concluded that no provision for income tax is required in the Company’s consolidated financial statements. The Company’s federal tax returns are subject to examination by the Internal Revenue Service for a period of three fiscal years after they are filed.

In general, we may make certain reclassifications to the components of net assets as a result of permanent book-to-tax differences and book-to-tax differences relating to shareholder distributions.

As of December 31, 2025, we adjusted accumulated net realized loss by $274 to $(12,852), under-distributed net investment income by $(274) to $1,657. Total earnings and net asset value were not affected. As of December 31, 2024, we adjusted accumulated net realized loss by $439 to $(3,095), under-distributed net investment income by $(439) to $839. Total earnings and net asset value were not affected.

To the extent that the Company determines that its estimated current year annual taxable income will exceed its estimated current year dividends from such taxable income, the Company accrues excise tax on estimated excess taxable income. For the years ended December 31, 2025, and 2024, $- and $- was recorded for U.S. federal excise tax, respectively.

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MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share data)

Note 10. Financial Highlights

The following is a schedule of financial highlights for the year ended December 31, 2025 and the period between the Conversion Date and December 31, 2024.



		Year Ended December 31,				For Period between March 15 and December 31,
		2025				2024(6)(7)(8)
Per Share Data*
Net asset value at beginning of period	$		24.43		$		25.00
Net investment income (1)			3.10				3.08
Net realized and change in unrealized gains (losses) (1)			(1.28	)			(0.86	)
Net increase in net assets resulting from operations			1.82				2.22
Distribution of net investment income (1)(2)			(3.01	)			(2.85	)
Net asset value at end of period	$		23.24		$		24.43

Total return (3)			7.65	%			11.1	%
Shares outstanding at end of period (1)			17,072,253				14,922,603
Weighted average shares outstanding (1)			16,362,890				13,815,298

Ratio/Supplemental Data
Net assets at end of period (in millions)	$		396.8		$		364.5
Annualized ratio of operating expenses to average net assets (4)			2.31	%			1.94	%
Annualized ratio of interest and other debt expenses to average net assets			10.02	%			11.88	%
Annualized ratio of total expenses to average net assets (4)			12.34	%			13.81	%
Annualized ratio of net investment income to average net assets			13.11	%			14.55	%
Average debt outstanding (in millions)	$		560.3		$		565.4
Average debt per share	$		34.24		$		40.92
Annualized portfolio turnover rate			20.17	%			13.40	%
Asset coverage per unit (5)	$		1,707		$		1,630

(1)

Financial highlights are based on the weighted average number of shares outstanding for the period presented.

(2)

The tax character of distributions will be determined based on taxable income calculated in accordance with income tax regulations which may differ from amounts determined under GAAP. The tax character of distributions paid to shareholders may include return of capital, the exact amount cannot be determined at this point. Per share amounts are based on actual rate per share.

(3)

Total return is based on the change in net asset value per share during the respective periods. Total return also takes into account distributions, if any, reinvested in accordance with the Company’s distribution reinvestment plan. Total return does not reflect sales load. Total Return is not annualized.

(4)

The ratio of operating expenses to average net assets and the ratio of total expenses to average net assets are shown inclusive of all management and incentive fee waivers (See Note 3 to the consolidated financial statements). For the year ended December 31, 2025, the annualized ratio of operating expenses to average net assets and the annualized ratio of total expenses to average net assets would be 3.91% and 13.94%, respectively, without the fee waivers.

(5)

The asset coverage ratio representing indebtedness is calculated as our total assets, less all liabilities and indebtedness not represented by our secured credit facility, divided by secured credit facility representing indebtedness. This asset coverage ratio is multiplied by one thousand to determine the asset coverage per unit. As of December 31, 2025, the Company's asset coverage was 170.7%.

(6)

Represents net asset value per share on the Conversion Date.

(7)

Prior to the Conversion Date, the Company had no shares outstanding. Amount has been derived based on the activity and the weighted average number of shares outstanding for the period between March 15, 2024 (Conversion Date) and December 31, 2024.

(8)

Annualized for the year ended December 31, 2024. Organizational costs, servicing expense, and other non-reoccurring expenses are not annualized. Operating expenses may vary in the future based on the amount of capital raised, the Adviser’s election to use expense support, and other unpredictable variables.

* Totals may not foot due to rounding.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In thousands, except share and per share data)

Note 11. Subsequent Events

Management has evaluated subsequent events through the date of issuance of these consolidated financial statements and has determined that there are no subsequent events outside the ordinary scope of business that require adjustment to, or disclosure in, the consolidated financial statements other than those disclosed below.

Distribution Declarations

On March 12, 2026, the Company’s Board declared a base distribution of $0.7353 per share, payable on April 16, 2026 to shareholders of record as of March 13, 2026. There can be no assurances that the Board will continue to declare a base distribution of $0.7353 per share.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of December 31, 2025 (the end of the period covered by this report), we, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended). Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective and provided reasonable assurance that information required to be disclosed in our periodic SEC filings is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information 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. However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of such possible controls and procedures.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the 1934 Act). Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 COSO Framework). Based on this evaluation under the framework in Internal Control—Integrated Framework, management concluded that our internal control over financial reporting was effective as of December 31, 2025.

Changes in Internal Controls Over Financial Reporting

Management has not identified any change in the Company’s internal control over financial reporting that occurred during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information

During the fiscal year ended December 31, 2025, none of our trustees or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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PART III

Item 10. Trustees, Executive Officers and Corporate Governance

Our business and affairs are managed under the direction of the Board. The responsibilities of the Board include, among other things, the oversight of our investment activities, the quarterly and non-quarterly valuation of our assets, oversight of our financing arrangements and corporate governance activities. Our Board consists of five members, three of whom are not “interested persons” of the Company or the Adviser as defined in Section 2(a)(19) of the 1940 Act and are “independent,” as determined by the Board. These individuals are referred to as “Independent Trustees.” Our Board elects the Company’s executive officers, who serve at the discretion of the Board.

Board of Trustees and Executive Officers

Trustees

Information regarding the Board is as follows:


Name	Year of Birth	Position	Trustee Since
Interested Trustee:
Howard Widra	1968	Chair of the Board, Trustee		2024
James S. Harper	1977	Trustee		2024
Independent Trustees:
Barbara Matas	1960	Trustee		2024
Elliot Stein, Jr.	1949	Trustee		2024
R. Rudolph Reinfrank	1955	Trustee		2024

Each trustee will hold office until his or her death, resignation, removal or disqualification. The address for each of our trustees is c/o MidCap Apollo Institutional Private Lending, 9 West 57th Street, New York, NY 10019.

Executive Officers

Information regarding the executive officers of the Company that are not Trustees is as follows:


Name	Year of Birth		Position
Tanner Powell		1979	Chief Executive Officer
Ted McNulty		1975	President and Chief Investment Officer
Kenneth Seifert*		1978	Chief Financial Officer and Treasurer
Joseph Durkin**		1988	Chief Accounting Officer
Kristin Hester		1980	Chief Legal Officer, Secretary and Vice President
Ryan Del Giudice		1990	Chief Compliance Officer and Vice President

_____________

* On June 11, 2025, the Board appointed Kenneth Seifert as Chief Financial Officer and Treasurer of the Company, effective as of the close of business on June 30, 2025.

** On September 4, 2025, the Board appointed Joseph Durkin as Chief Accounting Officer of the Company, effective as of the close of business on September 4, 2025.

Biographical Information

Trustees

Our trustees have been divided into two groups—interested trustees and Independent Trustees. An interested trustee is an “interested person” as defined in Section 2(a)(19) of the 1940 Act. An Independent Trustee is a trustee who is not an “interested person.”

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Interested Trustees

Howard Widra was elected as a trustee and Chairman of the Company in March 2024. Mr. Widra has been with Apollo and/or its affiliates since 2013 and serves as Apollo’s Head of Direct Origination. He has served as Executive Chairman of Midcap Financial Investment Corporation (“MFIC”), a public business development company managed by an affiliate of the Adviser, since August 2022. He served as MFIC’s Chief Executive Officer from May 2018 to August 2022 and as President from June 2016 to May 2018. He has also been a Director of MFIC since May 2018. Mr. Widra was a co-founder of MidCap Financial, a middle-market specialty finance firm with $25.0 billion of annual originations and was formerly its Chief Executive Officer. Prior to MidCap Financial, Mr. Widra was the founder and President of Merrill Lynch Capital Healthcare Finance. Prior to Merrill Lynch, Mr. Widra was President of GE Capital Healthcare Commercial Finance and held senior roles in its predecessor entities including President of Heller Healthcare Finance, and Chief Operating Officer of Healthcare Financial Partners. Mr. Widra holds a J.D., cum laude, from the Harvard Law School and a B.A. from the University of Michigan.

James S. Harper was appointed as a trustee of the Company on September 16, 2024. Mr. Harper is a Director in Credit Investments at Mubadala Investment Company PJSC (“Mubadala”), the sovereign investment company of the government of Abu Dhabi. He joined Mubadala in 2018 and is a leading member of the team which currently manages a private credit portfolio of over $15 billion across the United States, Europe and Asia. He has over 23 years of credit experience across a variety of asset classes, including leveraged loans, project finance, real estate and asset-based financing. Prior to joining Mubadala, he was a Managing Director and Head of Underwriting at Mubadala GE Capital in Abu Dhabi and a Vice President at GE Capital in the European Leveraged Finance Team in London, having started his career at Credit Suisse First Boston within the Project Finance group. Mr. Harper holds a Master of Arts in Biological Science from the University of Oxford. Mr. Harper has not been elected to serve as a trustee pursuant to any agreement or understanding with the Company or any other person and there are no transactions in which Mr. Harper has an interest requiring disclosure under Item 404(a) of Regulation S-K. Mr. Harper will not receive compensation from the Company in his capacity as trustee as the Company does not pay compensation to its trustees who are considered “interested persons,” as such term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended.

Independent Trustees

Barbara Matas was elected as a trustee of the Company in March 2024. Ms. Matas has also served as a Director of MFIC since March 2017. Ms. Matas formerly served as the Chairman of Citigroup’s Leveraged Finance business from 2013 to 2016 and Co-Head from 2006 to 2013. Ms. Matas joined Citicorp in 1985 and held various leadership positions in leveraged finance and high yield capital markets at Citicorp, Salomon Brothers and Citigroup until 2006. She began her career as an auditor at Touche Ross. Ms. Matas has also been a Director of BRP Group, Inc. since February 2020. Ms. Matas holds a B.S. in Accounting and Quantitative Analysis from New York University and an MBA in Corporate Finance from the University of Michigan.

Elliot Stein, Jr. was elected as a trustee of the Company in March 2024. Mr. Stein has also served as the Lead Director of MFIC since March 2004. He has served as Chairman of Acertas LLC and Senturion Forecasting, LLC (consulting firms) since 2013. He is a board member of various public companies including BellRing Brands, Inc. Mr. Stein is also a Director of various private companies. He is a member of the Council on Foreign Relations. Mr. Stein received a B.A. from Claremont McKenna College.

R. Rudolph Reinfrank was elected as a trustee of the Company in March 2024. Mr. Reinfrank has also served as a Director of MFIC since June 2013. Mr. Reinfrank also currently serves as a board member of Mount Logan Capital, a Canada-based asset manager and as a board member of Perception Capital II, a special purpose acquisition company. Mr. Reinfrank recently served as a Director of Kayne Anderson Acquisition Corp. and chaired its audit and conflict committees. Since October 2009, Mr. Reinfrank has served as the Managing General Partner of Riverford Partners, LLC, a strategic advisory and investment firm based in Los Angeles. Riverford Partners acts as an investor, board member and strategic adviser to growth companies and companies in transition. In 1997, he co-founded and serves as a Managing General Partner of Rader Reinfrank & Co. Mr. Reinfrank is also an advisor or board member to several privately held companies.

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Executive Officers Who Are Not Trustees

Tanner Powell was elected the Chief Executive Officer of the Company in March 2024. Mr. Powell joined Apollo in 2006. Mr. Powell has also served as Chief Executive Officer of MFIC since August 2022. He served as a President of MFIC from May 2018 to August 2022 and served as Chief Investment Officer for MFIC’s investment adviser from June 2016 to August 2022. Mr. Powell is a Partner and Portfolio Manager in MFIC’s Direct Origination business. He holds leadership roles in MFIC’s Credit Business, including its aircraft leasing and lending businesses. From 2004 to 2006, Mr. Powell served as an analyst in Goldman Sachs’ Principal Investment Area (PIA). From 2002 to 2004, Mr. Powell was an analyst in the Industrials group at Deutsche Bank. He graduated from Princeton University with a B.A. in Political Economy.

Ted McNulty was elected the President and Chief Investment Officer of the Company in March 2024. Mr. McNulty joined Apollo in 2014. He is a Managing Director in Apollo’s Credit business. He has also served as President and Chief Investment Officer of MFIC since August 2022. Prior to joining Apollo, Mr. McNulty ran the mezzanine and later merchant banking business for a subsidiary of Mitsubishi UFJ, and was a director at Haland before that. Previously, he held various roles at JPMorgan and its predecessor institutions, primarily in leveraged finance. Mr. McNulty received an MBA from the Kellogg School of Management and a B.A. in Government from Harvard University.

Kenneth Seifert was elected the Chief Financial Officer and Treasurer of the Company in June 2025. Mr. Seifert is a Managing Director of Finance at Apollo Global Management, Inc. Mr. Seifert also serves as the Treasurer and Chief Financial Officer of MFIC, Apollo Diversified Credit Fund and Apollo Diversified Real Estate Fund. Mr. Seifert joined the Apollo team in June 2015. Prior to joining, he was a Senior Manager at KPMG where he was an auditor in the Alternative Investment practice and prior to that, he was a Senior Manager at Rothstein Kass where he was an auditor in the Financial Services practice. Mr. Seifert graduated from The Pennsylvania State University with a B.S. in Accounting and a minor in Business Law.

Joseph Durkin was elected the Chief Accounting Officer of the Company in September 2025. Mr. Durkin also serves as the Chief Accounting Officer of MFIC. Before joining Apollo, Mr. Durkin was a Principal at Churchill Asset Management focusing on their registered fund platform from 2019 to 2025. Prior to that, Mr. Durkin was a Manager at Ernst & Young LLP, where he was an auditor in the Wealth and Asset Management practice. Mr. Durkin graduated from Fordham University with a B.S. and M.S. in Accounting and is a Certified Public Accountant in the State of New York.

Kristin Hester was elected the Chief Legal Officer, Secretary and Vice President of the Company in March 2024. Ms. Hester has been with Apollo since 2015 and currently serves as General Counsel—Global Wealth. Ms. Hester has served as Senior Counsel for Apollo since 2015 and also serves as Chief Legal Officer for Apollo Debt Solutions BDC, MFIC, Apollo Origination II (Levered) Capital Trust, Apollo Origination II (UL) Capital Trust, Apollo S3 Private Markets Fund, Apollo Diversified Real Estate Fund, Apollo Diversified Credit Fund and Redding Ridge Asset Management LLC. Prior to joining Apollo, Ms. Hester was associated with the law firms of Dechert LLP from 2009 to 2015 and Clifford Chance US LLP from 2006 to 2009. Ms. Hester received her J.D. from Duke University School of Law and graduated cum laude from Bucknell University with a B.S. in Business Administration.

Ryan Del Giudice was elected the Chief Compliance Officer and Vice President of the Company in March 2024. Mr. Del Giudice joined Apollo in 2022 and also serves as the Chief Compliance Officer for the Apollo Diversified Real Estate Fund, Apollo Diversified Credit Fund, Apollo Debt Solutions BDC, MFIC, Apollo Origination II (Levered) Capital Trust, Apollo Origination II (UL) Capital Trust and Apollo S3 Private Markets fund. Before joining Apollo, Mr. Del Giudice was the Chief Compliance Officer and SVP of Operations for Griffin Capital’s interval fund platform and registered investment advisers subsidiaries from 2017 to 2022. Prior to that, Mr. Del Giudice was a Vice President at Cipperman Compliance Services (acquired by Foreside), a boutique compliance consulting firm, where he served as the Chief Compliance Officer and/or consultant for registered investment companies, business development companies and alternative asset managers. Mr. Del Giudice graduated from St. Joseph’s University with a B.S. in Business Administration and Finance.

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Board Leadership Structure

Our business and affairs are managed under the direction of our Board. Among other things, our Board sets broad policies for us and approves the appointment of our investment adviser, administrator and officers. The role of our Board, and of any individual Trustee, is one of oversight and not of management of our day-to-day affairs.

Under our bylaws, our Board may designate one of our Trustees as chairperson to preside over meetings of our Board and meetings of shareholders, and to perform such other duties as may be assigned to him or her by our Board. The Board has appointed Howard Widra to serve in the role of chairperson of the Board. The chairperson’s role is to preside at all meetings of the Board and of shareholders and to act as a liaison with the Adviser, counsel and other Trustees generally between meetings. The chairperson serves as a key point person for dealings between management and the Trustees. The chairperson also may perform such other functions as may be delegated by the Board from time to time. The Board reviews matters related to its leadership structure annually. The Board has determined that its leadership structure is appropriate because it allows the Board to exercise informed and independent judgment over the matters under its purview and it allocates areas of responsibility among committees of Trustees and the full board in a manner that enhances effective oversight. Our Board believes that its leadership structure is the optimal structure for us at this time. Our Board, which will review its leadership structure periodically as part of its annual self-assessment process, further believes that its structure is presently appropriate to enable it to exercise its oversight of us.

Board Role in Risk Oversight

Our Board performs its risk oversight function primarily through (i) its standing committees, which report to the entire Board and (ii) active monitoring of our Chief Compliance Officer and our compliance policies and procedures. Oversight of other risks is delegated to the committees.

Oversight of our investment activities extends to oversight of the risk management processes employed by the Adviser as part of its day-to-day management of our investment activities. The Board anticipates reviewing risk management processes at both regular and special board meetings throughout the year, consulting with appropriate representatives of the Adviser as necessary and periodically requesting the production of risk management reports or presentations. The goal of the Board’s risk oversight function is to ensure that the risks associated with our investment activities are accurately identified, thoroughly investigated and responsibly addressed. Investors should note, however, that the Board’s oversight function cannot eliminate all risks or ensure that particular events do not adversely affect the value of investments.

We believe that the role of our Board in risk oversight is effective and appropriate given the extensive regulation to which we are already subject as a BDC. As a BDC, we are required to comply with certain regulatory requirements that control the levels of risk in our business and operations. For example, we are limited in our ability to enter into transactions with our affiliates, including investing in any portfolio company in which one of our affiliates currently has an investment.

Communications with Trustees

Shareholders and other interested parties may contact any member (or all members) of the Board by mail. To communicate with the Board, any individual Trustees or any group or committee, correspondence should be addressed to the Board or any such individual Trustees or group or committee of Trustees by either name or title. All such correspondence should be sent to c/o MidCap Apollo Institutional Private Lending, 9 West 57th Street, New York, NY 10019.

Board Committees

Our Board currently has three committees: an Audit Committee, a Nominating and Corporate Governance Committee and a Distribution Committee. We do not have a compensation committee because our executive officers do not receive any direct compensation from us. Under the Declaration of Trust, the Company is not required to hold annual meetings.

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Audit Committee

The Audit Committee will operate pursuant to a charter approved by our Board. The charter sets forth the responsibilities of the Audit Committee. The primary function of the Audit Committee is to serve as an independent and objective party to assist the Board in selecting, engaging and discharging our independent accountants, reviewing the plans, scope and results of the audit engagement with our independent accountants, approving professional services provided by our independent accountants (including compensation therefore), reviewing the independence of our independent accountants and reviewing the adequacy of our internal controls over financial reporting. The Audit Committee is presently composed of three persons, including Barbara Matas, Elliot Stein, Jr. and R. Rudolph Reinfrank, all of whom are considered independent for purposes of the 1940 Act. Barbara Matas serves as the chair of the Audit Committee. Our Board has determined that Barbara Matas qualifies as an “audit committee financial expert” as defined in Item 407 of Regulation S-K under the Exchange Act. Each of the members of the Audit Committee meet the independence requirements of Rule 10A-3 of the Exchange Act and, in addition, is not an “interested person” of the Company or of the Adviser as defined in Section 2(a)(19) of the 1940 Act.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee will operate pursuant to a charter approved by our Board. The charter sets forth the responsibilities of the Nominating and Corporate Governance Committee, including making nominations for the appointment or election of Independent Trustees. The Nominating and Corporate Governance Committee consists of three persons, including Barbara Matas, Elliot Stein, Jr. and R. Rudolph Reinfrank, all of whom are considered independent for purposes of the 1940 Act. Elliot Stein, Jr. serves as the chair of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance Committee will consider nominees to the Board recommended by a shareholder, if such shareholder complies with the advance notice provisions of our bylaws. Our bylaws provide that a shareholder who wishes to nominate a person for election as a Trustee at a meeting of shareholders must deliver written notice to our Secretary. This notice must contain, as to each nominee, all of the information relating to such person as would be required to be disclosed in a proxy statement meeting the requirements of Regulation 14A under the Exchange Act, and certain other information set forth in the bylaws. In order to be eligible to be a nominee for election as a Trustee by a shareholder, such potential nominee must deliver to our Secretary a written questionnaire providing the requested information about the background and qualifications of such person and a written representation and agreement that such person is not and will not become a party to any voting agreements, any agreement or understanding with any person with respect to any compensation or indemnification in connection with service on the Board, and would be in compliance with all of our publicly disclosed corporate governance, conflict of interest, confidentiality and share ownership and trading policies and guidelines.

Distribution Committee

The Company intends to make quarterly distributions. To assist with this, the Board has established a Distribution Committee which has authority to declare quarterly distributions up to a specified amount, as approved by the Board, and to establish the shareholder record date and payment dates for such distributions. The Distribution Committee is presently composed of two persons, R. Rudolph Reinfrank and Howard Widra. R. Rudolph Reinfrank serves as the chair of the Distribution Committee.

Codes of Ethics

We and the Adviser have adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act, that establishes procedures for personal investments and restricts certain transactions by our personnel. Our codes of ethics generally do not permit personal investments by our and the Adviser’s personnel in securities that may be purchased or sold by us.

Insider Trading Policy

The Board has adopted an insider trading policy that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations. A copy of our insider trading policy is filed as an exhibit to this Annual Report on Form 10-K.

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Item 11. Executive Compensation

Compensation of Executive Officers

We do not currently have any employees and do not expect to have any employees. Services necessary for our business are provided by individuals who are employees of our Adviser, which is also our Administrator, or its affiliates, pursuant to the terms of the Advisory Agreement and the Administration Agreement, as applicable. Our day-to-day investment operations will be managed by the Adviser. Most of the services necessary for the sourcing and administration of our investment portfolio are provided by investment professionals employed by the Adviser or its affiliates.

For the avoidance of doubt, the Company will bear its allocable portion of the costs of the compensation, benefits, and related administrative expenses (including travel expenses) of its officers who provide operational and administrative services under the Administration Agreement, their respective staffs and other professionals who provide services to the Company (including, in each case, employees of the Administrator or an affiliate) who assist with the preparation, coordination, and administration of the foregoing or provide other “back office” or “middle office” financial or operational services to the Company. The Company reimburses the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser (or its affiliates) to such individuals (based on a percentage of time such individuals devote, on an estimated basis, to the business and affairs of the Company and in acting on behalf of the Company). See “Item 1. Business—Management and Other Agreements—Advisory Agreement” and “Item 13. Certain Relationships and Related Transactions, and Trustee Independence.”

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Compensation of Trustees

No compensation is paid to our trustees who are “interested persons,” as such term is defined in Section 2(a)(19) of the 1940 Act. We pay each Independent Trustee the following amounts for serving as a trustee:


	•		a $150,000 annual retainer; and


	•		an additional fee of $7,500 per year for the chairperson of the Audit Committee, $5,000 per year for the chairperson of the Nominating and Corporate Governance Committee and $5,000 per year for the chairperson of the Distribution Committee.

We are also authorized to pay the reasonable out-of-pocket expenses of each Independent Trustee incurred by such trustee in connection with the fulfillment of his or her duties as an Independent Trustee.

The following table sets forth compensation of the Company’s Trustees for the year ended December 31, 2025. No compensation is paid by us to any interested trustee or executive officer of the Company.


Name	Aggregate Compensation from the Company		Pension or Retirement Benefits Accrued as Part of Company Expenses(1)	Total Compensation from the Company to Trustee/Executive Officer
Independent Trustees:
Barbara Matas(2)	$	157,500	None	$	157,500
Elliot Stein, Jr.(2)	$	155,000	None	$	155,000
R. Rudolph Reinfrank(2)	$	155,000	None	$	155,000
Interested Trustee:
Howard Widra	None		None	None
James S. Harper	None		None	None
Executive Officers who are not Trustees
Tanner Powell	None		None	None
Ted McNulty	None		None	None
Kenneth Seifert*	None		None	None
Joseph Durkin**	None		None	None
Kristin Hester	None		None	None
Ryan Del Giudice	None		None	None

_____________

(1) We do not have a profit sharing or retirement plan, and our Trustees and Executive Officers do not receive any pension or retirement benefits.

(2) Ms. Matas, Mr. Stein, and Mr. Reinfrank are also directors of MFIC, a BDC managed by an affiliate of the Adviser. In aggregate, the total compensation for each of them from the two BDCs for the fiscal year ended December 31, 2025, was $372,000, $382,000, and $344,500, respectively.

* On June 11, 2025, the Board appointed Kenneth Seifert as Chief Financial Officer and Treasurer of the Company, effective as of the close of business on June 30, 2025.

** On September 4, 2025, the Board appointed Joseph Durkin as Chief Accounting Officer of the Company, effective as of the close of business on September 4, 2025.

Policies and Practices Related to the Timing of Equity Awards

The Company does not grant options, and accordingly, we have no policy, program, practice, or plan pertaining to the timing of stock option grants with respect to the release of material non-public information. Furthermore, given that we do not directly compensate our executive officers, we also have not timed the release of material non-public information for the purpose of affecting the value of executive compensation.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

As of March 11, 2026, there were 17,106,194 Common Shares outstanding. The following table sets forth information with respect to the expected beneficial ownership of our common shares as of the date of this Annual Report, by:


	•		each person known to us to be expected to beneficially own more than 5% of the outstanding shares of our common shares;


	•		each of our Trustees and executive officers; and


	•		all of our Trustees and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. There are no Common Shares subject to options that are currently exercisable or exercisable within 60 days of the date of this Annual Report.


	Shares Beneficially Owned
Name and address	Number		Percentage
Interested Trustees
Howard Widra	—		—
James S. Harper	—		—
Independent Trustees(1)	—		—
Barbara Matas	—		—
Elliot Stein, Jr.	—		—
R. Rudolph Reinfrank	—		—
Executive Officers who are not Trustees(1)	—		—
Tanner Powell	—		—
Ted McNulty	—		—
Kenneth Seifert*	—		—
Joseph Durkin**	—		—
Kristin Hester	—		—
Ryan Del Giudice	—		—
Other(2)	—		—
MIC Capital Management 85 RSC Limited		14,561,742		85.1	%
LDB 2011 LLC		1,114,881		6.5	%
All officers and Trustees as a group (11 persons)	—		—

_____________

(1) The address for each Trustee and executive officer is c/o Apollo Credit Management LLC, 9 West 57th Street, New York, NY 10019.

(2) The addresses for MIC Capital Management 85 RSC Limited and LDB 2011 LLC are c/o MIC Capital Management 85 RSC Limited, Al Sila Tower Floor 22, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, UAE and c/o Elysium Management LLC, 445 Park Avenue suite 1401, New York, NY 10022.

* On June 11, 2025, the Board appointed Kenneth Seifert as Chief Financial Officer and Treasurer of the Company, effective as of the close of business on June 30, 2025.

** On September 4, 2025, the Board appointed Joseph Durkin as Chief Accounting Officer of the Company, effective as of the close of business on September 4, 2025.

Securities Authorized for Issuance Under Equity Compensation Plans

We do not have any equity compensation plans.

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Item 13. Certain Relationships and Related Transactions, and Director Independence

Transactions with Related Persons, Promoters and Certain Control Persons

Advisory Agreement; Administration Agreement

We entered into the Advisory Agreement with the Adviser pursuant to which we will pay management fees and incentive fees to the Adviser and the Administration Agreement with the Administrator. In addition, pursuant to the Advisory Agreement and the Administration Agreement, we will reimburse the Adviser and Administrator for certain expenses as they occur. See “Item 1. Business—Management and Other Agreements—Advisory Agreement,” “Item 1. Business—Management and Other Agreements—Administration Agreement” and “Item 1. Business—Management and Other Agreements—Expense Support Agreement.” Each of the Advisory Agreement and the Administration Agreement has been approved by the Board. Unless earlier terminated, each of the Advisory Agreement and the Administration Agreement will remain in effect for a period of two years from the date it first becomes effective and will remain in effect from year-to-year thereafter if approved annually by a majority of the Board, including a majority of Independent Trustees, or by the holders of a majority of our outstanding voting securities.

Trustee Independence

For information regarding the independence of our trustees, see “Item 10. Trustees, Executive Officers and Corporate Governance.”

Expense Support Agreement

We entered into the Expense Support Agreement with the Adviser pursuant to which the Adviser may elect to pay Expense Payments on our behalf, provided that no portion of the payment will be used to pay any interest expense or distribution and/or shareholder servicing fees of the Company. See “Item 1. Business—Management and Other Agreements—Expense Support Agreement.”

License Agreement

We entered into the License Agreement with Apollo IP Holdings, LLC pursuant to which Apollo IP Holdings, LLC has agreed to grant us a non-exclusive, royalty-free license to use the name “Apollo.” Under this agreement, we have the right to use the “Apollo” name, for so long as ACM or one of its affiliates remains our Adviser. Other than with respect to this limited license, we will have no legal right to the “Apollo” name. This license agreement remains in effect for so long as the Advisory Agreement with our Adviser is in effect.

Statement of Policy Regarding Transactions with Related Persons

The Board will conduct quarterly reviews of any potential related party transactions brought to its attention and, during these reviews, it will consider any conflicts of interest brought to its attention pursuant to the Company’s compliance policies and procedures. Each of the Company’s trustees and executive officers is subject to the Company’s Code of Ethics, which places restrictions on related party transactions, and is instructed and periodically reminded to inform the Company’s Chief Compliance Officer or her designee of any potential related party transactions. In addition, each such trustee and executive officer completes a questionnaire on an annual basis designed to elicit information about any potential related party transactions.

Item 14. Principal Accounting Fees and Services

Audit Fees: Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Deloitte & Touche LLP, ("Deloitte") in connection with statutory and regulatory filings. Audit fees billed during the fiscal years ended December 31, 2025 and 2024 were $627,000 and $555,000, respectively.

Audit-Related Fees: Audit-related services consist of fees billed by Deloitte & Touche for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. The audit-related fees billed during the fiscal years ended December 31, 2025 and 2024 were $- and $-, respectively.

Tax Services Fees: Tax services fees consist of fees billed by Deloitte & Touche for professional tax services. These services also include assistance regarding federal, state and local tax compliance. The tax services fees billed during the fiscal years ended December 31, 2025 and 2024 were $50,000 and $150,000, respectively. Tax services fees include work related to, among other things, preparation and review of the Company’s tax returns.

All Other Fees: Other fees would include fees billed by Deloitte & Touche for products and services other than the services reported above, of which there were none in the fiscal years ended December 31, 2025 and 2024.

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Audit Committee Pre-Approval Policy

The Audit Committee has established a pre-approval policy that describes the permitted audit, audit-related, tax and other services to be provided by Deloitte & Touche, the Company’s auditors. The policy requires that the Audit Committee pre-approve the audit and non-audit services performed by the auditors in order to assure that the provision of such service does not impair the auditors’ independence.

Any requests for audit, audit-related, tax and other services that have not received general pre-approval must be submitted to the Audit Committee for specific pre-approval, and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the Audit Committee. However, the Audit Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated reports any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approve services performed by the independent auditor to management.

All services described above under “Audit-Related Fees” and “Tax Services Fees” were pre-approved by the Audit Committee.

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PART IV

Item 15. Exhibits


3.1	Fourth Amended and Restated Agreement and Declaration of Trust (2)
3.2	Certificate of Amendment (6)
3.3	Bylaws (1)
4.1	Form of Subscription Agreement (1)
10.1	Advisory Agreement (1)
10.2	Administration Agreement (1)
10.3	License Agreement (1)
10.4	Amended and Restated Dividend Reinvestment Plan (3)
10.5	Expense Support Agreement (1)
10.6	Loan and Security Agreement (1)
10.7	Second Amendment to Loan and Security Agreement (4)
10.8	Third Amendment to Loan and Security Agreement (5)
14.1	Fund Code of Ethics (1)
14.2	Adviser Code of Ethics (1)
19.1	Insider Trading Policy*
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934*
32	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 (18 U.S.C. 1350)*
101.INS	Inline XBRL Instance Document- the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document*
101.SCH	Inline XBRL Taxonomy Extension Schema Document*
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104	Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101)*

(1)

Incorporated by reference to the Registrant's Registration Statement on Form 10 (File No. 000-56645) filed on March 15, 2024.

(2)

Incorporated by reference to the Registrant’s Registration Statement on Form 10-A (File No. 000-56645) filed on May 13, 2024.

(3)

Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q (File No. 000-56645) filed on November 13, 2024.

(4)

Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-56645) filed on July 3, 2024.

(5)

Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 000-56645) filed on March 11, 2025.

(6)

Incorporated by reference to the Registrant's Annual Report on Form 10-K (File No. 000-56645) filed on March 17, 2025.

(*) Filed herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

	/s/ TANNER POWELL
	Tanner Powell
	Principal Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on March 12, 2026.



MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING

	/s/ TANNER POWELL	/s/ KENNETH SEIFERT
	Tanner Powell	Kenneth Seifert
	Chief Executive Officer	Chief Financial Officer and Treasurer
	(Principal Executive Officer)	(Principal Financial Officer)

	/s/ JOSEPH DURKIN Joseph Durkin	/s/ R. RUDOLPH REINFRANK R. Rudolph Reinfrank
	Chief Accounting Officer	Trustee
	(Principal Accounting Officer)

	/s/ BARBARA MATAS	/s/ ELLIOT STEIN, JR.
	Barbara Matas	Elliot Stein, Jr.
	Trustee	Trustee

	/s/ JAMES S. HARPER
	James S. Harper
	Trustee

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