UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January 24~~March 6, 2025

Middle Market Apollo Institutional Private Lending

(Exact Name of Registrant as Specified in its Charter)

Delaware

000-56645

93-4353274

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS. Employer

Identification No.)

9 West 57^th Street

New York, New York 10019

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code:

(212) 515-3450

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class ~~Trading Symbol~~TradingSymbol(s) Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule ~~405 of the Securities Act of 1933~~ ~~(§230.~~405 of ~~this chapter) or Rule 12b-2 of~~ the ~~Securities Exchange Act of 1934 (§240.12b-2 of this chapter).~~

Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth 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. ☐

Item 3 1.0201. ~~Unregistered~~Entry ~~Sale~~into ofa ~~Equity~~Material ~~Securities~~Definitive Agreement

On ~~January~~March 246, 2025 (the “Third Amendment Closing Date”), AP Leaf, LLC (“AP Leaf”), a wholly owned subsidiary of Middle Market Apollo Institutional Private Lending, a Delaware statutory trust (the “Company”), ~~issued~~entered ~~unregistered~~into ~~common~~the ~~shares~~Third ofAmendment ~~beneficial~~to ~~interest~~Loan inand ~~the~~Security ~~Company,~~Agreement ~~par~~(“Third ~~value~~Amendment”) ~~$0.001~~to its Loan and Security Agreement (the “~~Shares~~Secured Credit Facility”), todated ~~certain~~as ~~investors~~of ~~pursuant~~December 20, to2023, ~~capital~~by ~~drawdown~~and ~~notices~~among ~~issued~~AP byLeaf, as borrower, the Company, ~~and~~in ~~sent~~its tocapacity ~~each~~as ofcollateral ~~such~~manager ~~investors.~~and ~~The~~in ~~offer~~its ~~and~~capacity ~~sale~~as ofequityholder, the ~~Shares~~lenders ~~was exempt~~ from ~~the~~time ~~registration~~to ~~provisions~~time ofparty ~~the~~thereto, ~~Securities~~Wells ~~Act~~Fargo, ofNational ~~1933~~Association, as ~~amended~~administrative (agent for the ~~“Securities~~Secured ~~Act”)~~Parties, ~~pursuant~~and toComputershare ~~Section 4(a)(2)~~Trust ofCompany, ~~the~~N.A., ~~Securities~~in ~~Act,~~its ~~Regulation~~capacity Das ~~thereunder,~~collateral agent and~~/or~~ ~~Regulation~~in Sits ~~thereunder~~capacity as trustee. ~~The~~Capitalized ~~following~~terms ~~table~~used ~~details~~but not otherwise defined herein have the ~~amount~~meanings ofgiven ~~Shares~~to ~~sold~~them ~~and~~in ~~consideration~~the ~~therefor:~~Third Amendment.

Date of Unregistered Sale		Amount of Shares				Consideration
January 24, 2025			1,015,847			$	25,000,000

The Third Amendment amends the Secured Credit Facility to, among other things, (i) increase the Facility Amount to $750,000,000, (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 Facility Maturity Date to five years after the Third Amendment Closing Date.

The foregoing summary description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the Third Amendment, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description

10.1		Third Amendment to Loan and Security Agreement, dated as of March 6, 2025, by and among AP Leaf, LLC, as borrower, Middle Market Apollo Institutional Private Lending, 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, and Computershare Trust Company, N.A., in its capacity as collateral agent and in its capacity as trustee.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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 hereunto duly authorized.

	~~MIDDLE MARKET APOLLO INSTITUTIONAL PRIVATE LENDING~~	MIDDLE MARKET APOLLO INSTITUTIONAL PRIVATE LENDING
Date: January 30, 2025
Date: March 11, 2025
	~~By:~~	~~/s/ Kristin Hester~~By:	/s/ Kristin Hester
	~~Name:~~	~~Kristin Hester~~Name:	Kristin Hester
	~~Title:~~	~~Chief Legal Officer, Secretary and Vice President~~Title:	Chief Legal Officer, Secretary and Vice President

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