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): ~~March~~June 611, 2025

~~Middle~~MidCap ~~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 TradingSymbol(s) Name of each ~~exchange~~exchangeon 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 15.0102. ~~Entry~~Departure ~~into~~of aDirector ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers.

OnChief ~~March 6,~~Financial ~~2025~~Officer (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”), entered into the Third Amendment to Loan and ~~Security~~Treasurer ~~Agreement~~Retirement ~~(“Third Amendment”) to its Loan~~ and ~~Security~~Appointment Agreement (the “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 Amendment.

~~The~~On ~~Third~~June 11, ~~Amendment~~2025, ~~amends~~Gregory ~~the~~Hunt, ~~Secured~~Chief ~~Credit~~Financial ~~Facility~~Officer ~~to,~~and ~~among~~Treasurer ~~other~~of ~~things,~~MidCap Apollo Institutional Private Lending (ithe “Company”) ~~increase~~, notified the ~~Facility~~Board ~~Amount~~of toTrustees ~~$750,000,000,~~of the Company (iithe “Board”) ~~reduce~~of ~~the~~his ~~spread~~intention to ~~2.05%~~step ~~per~~down, ~~annum~~effective as of the close of business on June 30, ~~(iii)~~2025. Mr. ~~extend~~Hunt is expected to be retained by the ~~Reinvestment~~Company ~~Period~~as a consultant to assist with the ~~three~~transition ~~years~~of ~~after~~his responsibilities through the ~~Third~~close ~~Amendment~~of ~~Closing~~business ~~Date~~on December 31, 2025, unless extended by mutual agreement of the Company and ~~(iv)~~Mr. ~~extend~~Hunt. The Company and the ~~Facility~~Board ~~Maturity~~are ~~Date~~grateful to ~~five~~Mr. Hunt ~~years~~for ~~after~~his service and look forward to his continued contributions through the ~~Third~~term ~~Amendment~~of ~~Closing~~his ~~Date~~consultant arrangement.

~~The~~Mr. Hunt’s ~~foregoing~~decision ~~summary description of the Third Amendment does not purport~~ to bestep ~~complete~~down ~~and~~ is ~~qualified~~not inthe ~~its~~result ~~entirety~~of byany ~~reference~~disagreement towith the ~~Third Amendment~~Company, aits ~~copy~~adviser ofor ~~which~~their isaffiliates ~~included~~regarding astheir ~~Exhibit~~operations, ~~10.1~~policies, topractices ~~this~~or ~~Current Report on Form 8-K and incorporated herein by reference~~otherwise.

~~Item~~On ~~2.03.~~June 11, ~~Creation~~2025, ofthe aBoard ~~Direct~~appointed Kenneth Seifert as Chief Financial ~~Obligation~~Officer orand anTreasurer ~~Obligation~~of ~~under~~the anCompany, ~~Off-Balance~~effective ~~Sheet~~as ~~Arrangement~~of the close of abusiness ~~Registrant~~on June 30, 2025.

~~The~~Mr. Seifert ~~information~~(i) was ~~set~~not ~~forth~~appointed ~~above~~as ~~under~~the ~~Item~~Company’s ~~1.01~~Chief Financial Officer and Treasurer pursuant to any arrangement or understanding with any other person; (ii) does not have a family relationship with any of ~~this~~the ~~Current~~Company’s ~~Report~~trustees onor ~~Form~~other executive officers; (iii) ~~8-K~~ has not engaged, since the beginning of the Company’s last fiscal year, nor proposes to engage, in any transaction in which the Company was or is ~~incorporated~~a byparticipant; ~~reference~~and (iv) has not entered into, ~~this~~nor ~~Item~~expects 2to enter into, any material plan, contract, arrangement, grant or award in connection with his appointment as the Company’s Chief Financial Officer and Treasurer.~~03.~~

~~Item~~Mr. Seifert, 947, serves as the Chief Financial Officer and Treasurer of Apollo Diversified Credit Fund and Apollo Diversified Real Estate Fund since 2022.01 Mr. Seifert previously served as Chief Financial ~~Statements~~Officer and ~~Exhibits~~Treasurer of Apollo S3 Private Markets Fund from 2023 to 2024, Apollo Senior Floating Rate Fund Inc. from 2021 to 2024 and Apollo Tactical Income Fund Inc. from 2021 to 2024. He joined Apollo in June 2015 and has worked in Apollo’s Controllers group throughout his tenure. Prior to that time, Mr. Seifert was a Senior Manager at KPMG where he was an Auditor in the Alternative Investment practice, and before that, Mr. Seifert was a Senior Manager at Rothstein Kass where he was an Auditor in the Financial Services practice. In his positions, Mr. Seifert has specialized in alternative investments including Hedge, Private Equity, Fund of Funds, and Regulated Investment Companies. Mr. Seifert graduated from the Pennsylvania State University with a BS in Accounting and a minor in Business Law.

~~(d)~~Trustee ~~Exhibits~~Resignation

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).

On June 11, 2025, Howard Widra notified the Board of his intention to retire from his role at Apollo Global Management Inc. (“Apollo”), to pursue other opportunities, effective on or about the close of business on December 31, 2026. In connection with Mr. Widra’s retirement from Apollo, Mr. Widra informed the Board of his intention to resign as trustee and Chairman of the Board, effective on or about the close of business on December 31, 2026. The Company has initiated a search to identify his successor.

Mr. Widra’s decision to resign is not the result of any disagreement with the Company, its adviser or their affiliates regarding their operations, policies, practices or otherwise.

The Company and the Board are grateful to Mr. Widra for his service and look forward to his continued contributions through the remainder of his tenure on the Board.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the ~~registrant~~Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MIDDLE MARKET APOLLO INSTITUTIONAL PRIVATE LENDING
	MIDCAP APOLLO INSTITUTIONAL PRIVATE LENDING
Date: March 11, 2025
Date: June 13, 2025
	By:	/s/ Kristin M. Hester
	Name:	Kristin M. Hester
	Title:	Chief Legal Officer, Secretary and Vice President

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