AINV Apollo Investment Corporation

PROPOSAL 1: ELECTION OF DIRECTORS

Pursuant to the Company’s charter and bylaws, the Board of Directors may modify the number of members of the Board of Directors provided that the number thereof shall never be less than four nor more than ten. In accordance with the bylaws, the Company currently has nine members on the Board of Directors. Directors are divided into three classes and are generally elected for staggered terms of three years each, with a term of office of one of the three classes of Directors expiring each year. The Company may have cause to propose a term of less than three years for a Director as it may deem necessary. Each Director will hold office for the term to which he or she is elected or until his or her successor is duly elected and qualified.

A stockholder can vote for, or withhold his or her vote from, any nominee. In the absence of instructions to the contrary, it is the intention of the persons named as proxies to vote such proxy FOR the election of the nominees named below. If a nominee should decline or be unable to serve as a Director, it is intended that the proxy will be voted for the election of such person as is nominated by the Board of Directors as a replacement. The Board of Directors has no reason to believe that any of the persons named below will be unable or unwilling to serve.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.

Information about the Nominees and Directors

Certain information with respect to the Class I nominees for election at the Meeting, as well as each of the other Directors who are not standing for re-election, is set forth below, including their names, ages, a brief description of their recent business experience, including present occupations and employment, certain directorships that each person held during the last five years, and the year in which each person became a Director of the Company.

On March 8, 2023, the Board of Directors appointed Emanuel Pearlman to the Board to serve as a Class III Director of the Company. On April 28, 2023, Jeanette Loeb and Frank Puleo informed the Board of Directors that they have decided not to stand for re-election to the Board at the end of their current term and, therefore, will not stand for re-election at the Meeting. In connection with Ms. Loeb and Mr. Puleo’s departures, the Board determined that, in accordance with Article 4, Section 4.1 of the Articles of Restatement of the Company, it was in the best interest of the Company to re-assign Mr. Pearlman to Class I, such that the directors are divided as evenly as reasonably possible into the three classes. Accordingly, the Board of Directors has nominated Howard T. Widra and Emanuel Pearlman to serve as a Class I Director for a three-year term expiring at the Company’s 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified. Since Emanuel Pearlman is currently a Class III Director, if he is not elected as a Class I Director at the Meeting, he will continue to serve as a Class III Director until the Annual Meeting of Stockholders in 2025. Mr. Widra currently serves as a Class I Director of the Company. None of Messrs. Pearlman and Widra are being proposed for election pursuant to any agreement or understanding between Messrs. Pearlman and Widra and the Company.

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Corporate Governance

Director Independence. NASDAQ rules require listed companies to have a board of directors with at least a majority of Independent Directors. Under NASDAQ rules, in order for a director to be deemed independent, the board of directors must determine that the individual does not have a relationship that would interfere with the director’s exercise of independent judgment in carrying out his or her responsibilities. On an annual basis, each member of our Board of Directors is required to complete an independence questionnaire designed to provide information to assist the Board of Directors in determining whether the Director is independent under NASDAQ rules and our corporate governance guidelines. Our Board of Directors has determined that each of our Directors, other than Messrs. Hannan and Widra and Ms. Whonder, are independent under the listing standards of NASDAQ Marketplace Rule 5605 (a)(2). Our governance guidelines require any Director who has previously been determined to be independent to inform the Executive Chairman of the Board of Directors, the Chairman of the Nominating and Corporate Governance Committee and our Corporate Secretary of any change in circumstance that may cause his or her status as an Independent Director to change. The Board of Directors limits membership on the Audit Committee and the Nominating and Corporate Governance Committee to Independent Directors.

Board of Directors’ Oversight Role in Management. The Board of Directors’ role in management of the Company is oversight. As is the case with virtually all investment companies, including externally managed business development companies such as the Company (as distinguished from operating companies), service providers to the Company, primarily AIM, Apollo Investment Administration, LLC (“AIA” or the “Administrator”) and their affiliates, have responsibility for the day-to-day management of the Company, which includes responsibility for risk management (including management of investment performance and investment risk, valuation risk, issuer and counterparty credit risk, compliance risk and operational risk). As part of its oversight, the Board of Directors, acting at its scheduled meetings, or the Executive Chairman or the lead Independent Director acting between Board of Directors meetings, regularly interacts with and receives reports from senior personnel of service providers, including the Company’s Chief Executive Officer, its President and Chief Operating Officer and its Chief Financial Officer (or a senior representative of their respective offices), the Company’s and AIM’s Chief Compliance Officer and portfolio management personnel. The Audit Committee of the Board of Directors (which consists of all Independent Directors) meets regularly, and between meetings the

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Audit Committee Chair maintains contact with the Company’s independent registered public accounting firm, the Company’s Chief Financial Officer and the internal auditor. In addition, at its quarterly meetings, the Audit Committee meets with the independent valuation services that evaluate certain of the Company’s securities holdings for which there are not readily available market values. The Board of Directors also receives periodic presentations from senior personnel of AIM or its affiliates regarding risk management generally, as well as periodic presentations regarding specific operational, compliance or investment areas such as business continuity, personal trading, valuation, credit and investment research. The Board of Directors has adopted policies and procedures designed to address certain risks of the Company. In addition, the Company, AIM, AIA and other service providers to the Company have adopted a variety of policies, procedures and controls designed to address particular risks to the Company. However, it is not possible to eliminate all of the risks applicable to the Company. The Board of Directors also receives reports from counsel to the Company or counsel to AIM and the Board of Directors’ own independent legal counsel regarding regulatory compliance and governance matters. The Board of Directors oversight role does not make the Board of Directors a guarantor of the Company’s investments or activities or the activities of any of the Company’s service providers on behalf of the Company.

Board of Directors Composition and Leadership Structure. The 1940 Act requires that at least a majority of the Company’s Directors be Independent Directors. Currently, six of the Company’s nine Directors are Independent Directors. The Executive Chairman and Vice Chairman of the Board of Directors are interested persons of the Company, and the Independent Directors have designated a lead Independent Director, Mr. Stein, who chairs meetings or executive sessions of the Independent Directors, reviews and comments on Board of Directors meeting agendas, represents the views of the Independent Directors to management and facilitates communication among the Independent Directors and their counsel and between management and the Independent Directors. The Board of Directors has determined that its leadership structure, in which over 60% of the Directors are not affiliated with AIM, is appropriate in light of the services that AIM and its affiliates provide to the Company and potential conflicts of interest that could arise from these relationships.

Information About Each Director’s Experience, Qualifications, Attributes or Skills. Additional information about each Director follows (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes or skills that each Director possesses which the Board of Directors believes has prepared them to be effective Directors. The Board of Directors believes that the significance of each Director’s experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important for one Director may not have the same value for another) and that these factors are best evaluated at the board level, with no single Director, or particular factor, being indicative of board effectiveness. However, the Board of Directors believes that Directors need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Company management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties; the Board of Directors believes that its members satisfy this standard. Experience relevant to having this ability may be achieved through a Director’s educational background; business, professional training or practice (e.g., medicine, accounting or law), public service or academic positions; experience from service as a board member (including the Board of Directors of the Company) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences. To assist them in evaluating matters under federal and state law, the Directors are counseled by their own independent legal counsel, who participates in Board of Directors meetings and interacts with AIM, and also may benefit from information provided by the Company’s or AIM’s counsel; both the Board of Directors’ and Company counsel have significant experience advising funds and fund board members. The Board of Directors and its Committees have the ability to engage other experts as appropriate. The Board of Directors evaluates its performance on an annual basis.

Independent Directors

Jeanette W. Loeb (69) Director. Ms. Loeb became a Director of the Company in August 2011. Ms. Loeb currently serves as a Director and Chief Executive Officer of PetCareRx, Inc., a leading e-commerce pet

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pharmacy that sells pet medications, supplies and food directly to the consumer. Ms. Loeb has served as Chief Executive Officer of PetCareRx since 2015 and formerly served as Chairman and Chief Executive Officer of the company from 2001 to 2011. From 1977 until 1994, Ms. Loeb was an investment banker at Goldman Sachs & Co., where she served as the head of the Structured Finance Department in the U.S. Ms. Loeb was named the first woman partner of Goldman Sachs & Co. in 1986 and served as a partner from 1986 to 1994. Ms. Loeb received an MBA from Harvard Business School and graduated Phi Beta Kappa from Wellesley College with a BA in economics. She currently serves on the board and the finance committee of New York City Center and also serves on the board, governance and audit committees of the AB Funds. She has previously been on the board and audit committee of the United Nations Development Corporation, the board for Alliance Bernstein Multi-Manager Alternative Fund, a member of the board of the Collegiate School, the Treasurer and a board member of the Society of Memorial Sloan Kettering, and a founding member of the Wellesley Business Leadership Council.

Barbara Matas (62) Director. Ms. Matas became a Director of the Company in 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 Sleep Number since 2016 and 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 M.B.A. in corporate finance from the University of Michigan.

Frank C. Puleo (76) Director. Mr. Puleo became a Director of the Company in February 2008. Mr. Puleo currently serves as a Director of South Street Holdings, LLC (formerly known as CMET Finance Holdings, Inc.), a company that finances securities inventory for customers and dealers and licenses trade processing software and SLM Corp., a student loan company. From 2006 to 2014, Mr. Puleo was a Director of CIFC Corp. (formerly known as CIFC Deerfield Corp.), a credit asset manager. Previously, Mr. Puleo was also a partner at Milbank, Tweed, Hadley & McCloy LLP (“Milbank”) where he advised clients on structured finance transactions, bank and bank holding company regulatory and securities law matters. Mr. Puleo became a partner of Milbank in 1978 and Co-Chair of its Global Finance Group in 1995 until retiring at the end of 2006. He was a member of the Milbank’s Executive Committee from 1982 to 1991 and from 1996 to 2002. Mr. Puleo served as a Lecturer at Columbia University School of Law from 1997 to 2001.

Emanuel Pearlman (63) Director. Mr. Pearlman became a Director of the Company in March 2023. Mr. Pearlman is the Founder, Chairman and Chief Executive Officer of Liberation Investment Group, an investment management and consulting firm that provides financial consulting, devises capital structures, negotiates IPOs, leads acquisitions and mergers, implements restructurings, and creates other complex financial plans for variety of companies. In February 2023, Mr. Pearlman became a member of the Board of Diebold Nixdorf, Inc., a multinational financial and retail technology company that specializes in the sale, manufacture, installation and service of self-service transaction systems (such as ATMs and currency processing systems), point-of-sale terminals, physical security products, and software and related services for global financial, retail and commercial markets. In March 2023, Manny became a member of the Board of QualTek Services, Inc. (NASDAQ:QTEK) a turnkey provider of infrastructure services and renewable energy project solutions to the North American telecommunications and power industries. He is a member of the Special Committee established to review and approve strategic and financial alternatives. He also serves as a member of the Finance and the People & Compensation Committees. Since January 2012, Mr. Pearlman has been a director of Network-1 Technologies, Inc., a company specializing in the development, licensing, and protection of its intellectual property assets, where he serves as chairman of the audit committee and a member of the nominating and governance committee. Mr. Pearlman is currently a director of LSC Communications, LLC, the largest producer of books in the United States and a leading manufacturer and distributor of magazines, catalogs and office products, serving as a member of the audit and compensation committees since 2021. From March 2022 to April 2022, Mr. Pearlman served as a director of Redbox Entertainment, Inc., an entertainment company, and chair of its strategic review committee. In October 2020 and February 2021, Mr. Pearlman became a director of Atlas Crest Investment Corp. and Atlas Crest Investment Corp. II, special purpose acquisition companies. He served as

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chairman of the audit committee and a member of the compensation committee and nomination & governance committee on both boards until his ACIC board service ended in September 2021 and his ACII board service ended in June 2022. Prior to that, Mr. Pearlman served as director of Empire Resorts, Inc. (2010 - 2019); CEVA Logistics, AG (2018-2019); CEVA Holdings, LLC (2013-2018); ClubCorp Holdings, Inc. (2017); Fontainebleau Miami JV, LLC (2009-2014); Jameson Inns, Inc. (2012); Dune Energy, Inc. (2012-2013); Multimedia Games, Inc. (2006-2010); and Network-1 Security Solutions, Inc. (2000-2002). Mr. Pearlman holds an M.B.A. from Harvard Business School and an A.B. from Duke University.

R. Rudolph Reinfrank (67) Director. Mr. Reinfrank became a Director of the Company in 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.

Elliot Stein, Jr. (74) Director. Mr. Stein became a Director of the Company in March 2004. He currently serves as the lead Independent Director of AIC. 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., Apollo Senior Floating Rate Fund Inc. and Apollo Tactical Income Fund Inc. Mr. Stein is also a Director of various private companies. Mr. Stein is a Trustee of Claremont Graduate University and the New School University. He is a member of the Council on Foreign Relations. Mr. Stein received a BA from Claremont McKenna College.

Interested Directors

John J. Hannan (70) Vice-Chairman of the Board of Directors. Mr. Hannan became a Director of the Company in March 2004 and was elected as Chairman of the Board of Directors in August 2006. He served as the Chief Executive Officer from February 2006 to November 2008. Mr. Hannan, a senior advisor to Apollo Management, L.P., co-founded Apollo Management, L.P. in 1990. Mr. Hannan has served on numerous boards over the years including Vail Resorts, Inc. and Goodman Global, Inc.

Carmencita N. M. Whonder (46) Director. Ms. Whonder became a Director of the Company in August 2022. Ms. Whonder serves as Policy Director at the lobbying and law firm of Brownstein Hyatt Farber Schreck, LLP (“Brownstein”). At Brownstein, Ms. Whonder provides strategic public policy advice to clients primarily in the financial services and housing sectors before the U.S. Congress and executive branch agencies. In February 2013, she founded OF WHONDER, a size inclusive luxury womenswear brand, and is chief executive officer of Whonder Apparel Group, LLC. Prior to joining Brownstein in November 2008, Ms. Whonder served as the staff director for the Senate Subcommittee on Housing, Transportation, and Community Development and as the principal advisor on the Senate Banking, Housing and Urban Affairs Committee to United States Senator Charles E. Schumer. During the 109th Congress, from March 2004 to December 2006, she held the position of Minority Staff Director for the Senate Subcommittee on Economic Policy. From January 2001 to July 2003, Ms. Whonder has also worked as a Leadership Education Counselor for Gates Millennium Scholars Program/UNCF, an initiative of the Bill and Melinda Gates Foundation. Ms. Whonder is board member of Apollo Commercial Real Estate Finance Inc. (NYSE: ARI). Ms. Whonder is Trustee at the Population Council (2021 to Present) and serves on the boards of the Brooklyn Community Foundation (2022 to Present) and the DC Jazz Festival (2010 to Present). She has been recognized as a MiSK Global Forum Delegate, a Milken Institute Young Leader, an Aspen Institute Socrates Scholar, a Council on Foreign Relations Term Member and served as a member of the Council on Foreign Relations Independent Taskforce on U.S. Trade and Investment Policy. Ms. Whonder served as director of Direct ChassisLink, Inc. (March 2020 to 2022). Ms. Whonder has a B.A. from Howard University,

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a diploma from the Universidad Pontificia de Salamanca and a Masters in International Public Policy from Johns Hopkins University School of Advanced International Studies. Ms. Whonder was nominated to serve as a director on our board of directors because of her significant professional experience and expertise in public policy in the financial services and housing sector.

Howard T. Widra (54) Executive Chairman and Director. Mr. Widra has been with Apollo Global Management, Inc. and/or its affiliates (“AGM”) since 2013 and serves as AGM’s Head of Direct Origination. He became the Chief Executive and a Director of MidCap Financial Investment Corporation in May 2018 and previously served as the Company’s President from June 2016 to May 2018. Mr. Widra was a co-founder of MidCap Financial (“MidCap”), a middle market specialty finance firm, and was formerly its Chief Executive Officer. Prior to MidCap, 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 COO 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.

Committees of the Board of Directors

As of December 31, 2022, our Board of Directors had established an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee. For the nine-months ended December 31, 2022, the Board of Directors of the Company held 10 board meetings, eight Audit Committee meetings, four Nominating and Corporate Governance Committee meetings and one Compensation Committee meeting.

The Company requires each Director to make a diligent effort to attend all Board of Directors and committee meetings, and encourages Directors to attend the annual meeting of stockholders. At the 2022 Annual Meeting, all of the Directors attended virtually.

Audit Committee. The Audit Committee operates pursuant to an Audit Committee Charter approved by the Board of Directors. The charter sets forth the responsibilities of the Audit Committee, which include selecting or retaining each year an independent registered public accounting firm (the “auditors”) to audit the annual financial statements of the Company; reviewing and discussing with management and the auditors the annual audited financial statements of the Company, including disclosures made in management’s discussion and analysis, and recommending to the Board of Directors whether the audited financial statements should be included in the Company’s annual report on Form 10-K; reviewing and discussing with management and the auditors the Company’s quarterly financial statements prior to the filing of its quarterly reports on Form 10-Q; pre-approving the auditors’ engagement to render audit and/or permissible non-audit services; evaluating the qualifications, performance and independence of the auditors; reviewing preliminary valuations of the investment adviser and independent valuation firms and recommending valuations to the Board of Directors; and recommending compensation of the Chief Financial Officer to the Board of Directors for determination. The Audit Committee is composed of each of the Independent Directors, whom, after the Meeting are: Messrs. Puleo, Pearlman, Reinfrank and Stein and Mses. Matas and Loeb all of whom also are otherwise considered independent under NASDAQ Marketplace Rule 5605(a)(2). Ms. Matas serves as the Chairperson of the Audit Committee. The Company’s Board of Directors has determined that Mr. Reinfrank and Ms. Matas each qualify as an “audit committee financial expert” as that term is defined under Item 401 of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee Charter is available on the Company’s website (http://www.midcapfinancialic.com).

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for selecting qualified nominees to be elected to the Board of Directors by stockholders; identifying, selecting or recommending qualified nominees to fill any vacancies on the Board of Directors or a committee thereof; developing and recommending to the Board of Directors a set of corporate governance principles applicable to the Company; overseeing the evaluation of the Board of Directors and

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management; and undertaking such other duties and responsibilities as may from time to time be delegated by the Board of Directors to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is composed of each of the Independent Directors, whom, after the Meeting are: Messrs. Puleo, Pearlman, Reinfrank and Stein and Mses. Matas and Loeb. Mr. Stein currently serves as the Chairman of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee has adopted a written Nominating and Corporate Governance Committee charter which is available on the Company’s website (http://www.midcapfinancialic.com).

The Nominating and Corporate Governance Committee will consider stockholder recommendations for possible nominees for election as Directors when such recommendations are submitted in accordance with the Company’s current bylaws, the Nominating and Corporate Governance Committee Charter and any applicable law, rule or regulation regarding Director nominations. Nominations should be sent to Kristin Hester, Corporate Secretary, MidCap Financial Investment Corporation, 9 West 57^th Street, New York, New York 10019. To have a candidate considered by the Nominating and Corporate Governance Committee, a stockholder must submit the recommendation in writing and must include the following information:

Criteria considered by the Nominating and Corporate Governance Committee in evaluating the qualifications of individuals for election as members of the Board of Directors include, to the extent required, compliance with the independence and other applicable requirements of the federal securities laws, the listing standards of NASDAQ, and any other applicable laws, rules, or regulations; the ability to contribute to the effective management of the Company, taking into account the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with the Company’s management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties; educational background, business, professional training or practice (e.g., medicine, accounting or law), public service or academic positions, experience from service as a board member (including the Board of Directors) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations, and/or other life experiences; and personal and professional integrity, character, time availability in light of other commitments, dedication, conflicts of interest and such other relevant factors that the Nominating and Corporate Governance Committee considers appropriate. The Board of Directors also believes it is appropriate for members of the Company’s management to serve as a member of the Board of Directors. In addition, although the Nominating and Corporate Governance Committee does not have a formal policy with regard to consideration of diversity in identifying Director candidates, the Nominating and Corporate Governance Committee may consider whether a potential candidate’s professional experience, education, skills and other individual qualities and attributes, including gender, race or national origin, would provide beneficial diversity of skills, experience or perspective to the Board of Directors’ membership and collective attributes. Such considerations will vary based on the Board of Directors’ existing membership and other factors, such as the strength of a potential nominee’s overall qualifications relative to diversity considerations.

Compensation Committee. The Compensation Committee is responsible for determining, or recommending to the Board of Directors for determining, the compensation of our Chief Executive Officer and all other executive officers, paid directly by us, if any. The Compensation Committee also assists the Board of Directors with all matters related to compensation, as directed by the Board of Directors. The Compensation Committee is composed of each of the Independent Directors, whom, after the Meeting are: Messrs. Pearlman,

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Puleo, Reinfrank and Stein and Mses. Matas and Loeb, each of whom is not an interested person of us for purposes of the 1940 Act and the NASDAQ corporate governance rules. As shown below, none of our executive officers is directly compensated by us and, as a result, the Compensation Committee does not produce and/or review and report on executive compensation practices. The Compensation Committee Charter is available on our website (www.midcapfinancialic.com).

Co-Investment Committee. The Co-Investment Committee is responsible for reviewing and approving certain co-investment transactions pursuant to the exemptive order we received from the Securities and the Commission on March 29, 2016, which was amended on January 10, 2023 (the “Order”). The Co-Investment Committee is comprised of all the Independent Directors.

Communication with the Board of Directors

Stockholders with questions about the Company are encouraged to contact the Company’s Investor Relations Department. However, if stockholders believe that their questions have not been addressed, they may communicate with the Company’s Board of Directors by sending their communications to MidCap Financial Investment Corporation, c/o Kristin Hester, Corporate Secretary, 9 West 57^th Street, New York, New York 10019. All stockholder communications received in this manner will be delivered to one or more members of the Board of Directors.

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Code of Conduct

The Company has adopted a code of conduct which applies to, among others, its executive officers, including its Chief Executive Officer and its Chief Financial Officer. The Company’s code of conduct can be accessed via the Company’s website at http://www.midcapfinancialic.com.

Compensation of Directors

Each Independent Director’s annual fee is $145,000. Each Independent Director also receives $2,500 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with attending each Board meeting, $1,000 plus reimbursement of reasonable out-of-pocket expenses incurred in connection with each committee meeting attended, and $1,500 for each telephonic committee or board meeting attended. In addition, the Lead Independent Director receives an annual fee of $35,000. In addition, the Chairman of the Audit Committee receives an annual fee of $25,000 and each chairman of any other committee receives an annual fee of $2,500 for additional services in these capacities. Further, we purchase directors’ and officers’ liability insurance on behalf of our Directors and officers. The Independent Directors serving on the Co-Investment Committee, which is responsible for reviewing and approving certain co-investment transactions pursuant to the Order, also received $1,500 per meeting.

Delinquent Section 16(a) Reports

Pursuant to Section 16(a) of the Exchange Act, the Company’s Directors and other executive officers, and any persons holding more than 10% of its common stock, are required to report their beneficial ownership and any changes therein to the SEC and the Company. Specific due dates for those reports have been established, and the Company is required to report in this proxy statement any failure to file such reports by those due dates. Based on the Company’s review of Forms 3, 4 and 5 filed by such persons and information provided by the Company’s Directors and other executive officers, the Company believes that during the fiscal year ended December 31, 2022, all Section 16(a) filing requirements applicable to such persons were met in a timely manner with the exception of the initial Form 3 filing for Carmencita Whonder, which was filed late due to administrative oversight. For the period from January 1, 2023 through the date of this proxy statement, the Company believes that all Section 16(a) filing requirements were met in a timely manner with the exception of one late Form 4 filing for John Hannan reporting a transaction on November 15, 2021, which, when filed, will be late due to administrative oversight.

PROPOSAL II: RATIFICATION OF

SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

On April 26, 2023 the Company’s Audit Committee approved and the Board of Directors, including a majority of the Independent Directors, approved and ratified the selection of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The Company expects that a representative of Deloitte will be present virtually at the Meeting, and will have an opportunity to make a statement (if the representative so desires) and to respond to appropriate questions. PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) served as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2022. After reviewing the Company’s audited financial statements for the nine-months ended December 31, 2022, the Board of Directors’ Audit Committee recommended to the Board of Directors that such statements be included in the Company’s Transition Report on Form 10-KT. A copy of the Audit Committee’s Report appears below.

Change in Accounting Firm

On March 8, 2022, the Independent Directors of the Company, upon the recommendation of the audit committee, dismissed PricewaterhouseCoopers as the Company’s independent registered public accounting firm for the Company’s fiscal year ending March 31, 2023, effective upon the completion the audit of the Company’s financial statements as of and for the year ending March 31, 2022. On November 3, 2022, the Company changed its fiscal year end to December 31, 2022.

The reports of PricewaterhouseCoopers on the Company’s financial statements for the fiscal year ended March 31, 2021, and the subsequent period through March 8, 2022, did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

In connection with the audits of the Company’s financial statements for the fiscal year ended March 31, 2021, and the subsequent period through March 8, 2022, there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and PricewaterhouseCoopers on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which, if not resolved to the satisfaction of PricewaterhouseCoopers, would have caused PricewaterhouseCoopers to make reference to the subject matter of the disagreement in connection with its report. During the fiscal year ended March 31, 2021 and the interim period through March 8, 2022, there were no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

The Company provided PricewaterhouseCoopers with a copy of the disclosures contained in the Company’s Current Report on Form 8-K filed on March 11, 2022 and requested PricewaterhouseCoopers furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the disclosures. A copy of PricewaterhouseCoopers’s letter, dated March 11, 2022, is filed as Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 11, 2022.

On March 8, 2022, the Board of Directors of the Company, upon the recommendation of the audit committee, approved a resolution appointing Deloitte as the Company’s independent registered public accounting firm for the Company’s fiscal year ending March 31, 2023, subject to the approval of the Company’s shareholders. The engagement of Deloitte is subject to Deloitte’s client acceptance procedures and execution of an engagement letter.

During the fiscal year ended March 31, 2021, and the interim period through March 8, 2022, the Company did not, nor did anyone on the Company’s behalf, consult with Deloitte regarding (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to

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the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue or (b) any matter that was either the subject of a disagreement (as defined in Item 304(a) (1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

Fees Paid

Audit Fees: Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that were normally provided by Deloitte and PricewaterhouseCoopers in connection with statutory and regulatory filings. Audit fees billed during the nine-months ended December 31, 2022 and the fiscal year ended March 31, 2022 were $1,380,000 and $838,257 respectively.

Audit-Related Fees: Audit-related services consist of fees billed by Deloitte and PricewaterhouseCoopers 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. Audit-related fees billed during the nine-months ended December 31, 2022 and the fiscal year ended March 31, 2022 were $0 and $71,688, respectively.

Tax Services Fees: Tax services fees consist of fees billed by Deloitte and PricewaterhouseCoopers for professional tax services. These services also include assistance regarding federal, state, and local tax compliance. Tax services and fees billed during the nine-months ended December 31, 2022 and the fiscal year ended March 31, 2022 were $116,350 and $304,500, respectively, which represented work related to, among other things, preparation of tax returns, our regulated investment company (RIC) qualification, excise tax distribution requirements and form extensions.

All Other Fees: Other fees would include fees billed by Deloitte and PricewaterhouseCoopers for products and services other than the services reported above, of which there were none during the nine-months ended December 31, 2022 and the fiscal year ended March 31, 2022.

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, 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.

The Audit Committee has reviewed and discussed the Company’s audited financial statements with management and Deloitte, the Company’s independent registered public accounting firm for the nine-months ended December 31, 2022, with and without management present. The Audit Committee included in its review results of Deloitte’s examinations, the Company’s internal controls, and the quality of the Company’s financial reporting. The Audit Committee also reviewed the Company’s procedures and internal control processes designed to ensure full, fair and adequate financial reporting and disclosures, including procedures for certifications by the Company’s chief executive officer and chief financial officer that are required in periodic reports filed by the Company with the Commission. The Audit Committee is satisfied that the Company’s internal control system is adequate and that the Company employs appropriate accounting and auditing procedures.

The Audit Committee also has discussed with Deloitte matters relating to Deloitte’s judgments about the quality, as well as the acceptability, of the Company’s accounting principles as applied in its financial reporting as required by the Statement on Auditing Standards No. 1301 as amended (Communications with Audit Committee). In addition, the Audit Committee has discussed with Deloitte their independence from management and the Company, as well as the matters in the written disclosures received from Deloitte and required by applicable requirements of the PCAOB and the SEC. The Audit Committee received a letter from Deloitte confirming their independence and discussed it with them. The Audit Committee discussed and reviewed with Deloitte the Company’s critical accounting policies and practices, internal controls, other material written communications to management, and the scope of Deloitte audits and all fees paid to Deloitte during the nine-months ended December 31, 2022. The Audit Committee has adopted guidelines requiring review and pre-approval by the Audit Committee of audit and non-audit services performed by Deloitte for the Company. The Audit Committee has reviewed and considered the compatibility of Deloitte’s performance of non-audit services with the maintenance of Deloitte’s independence as the Company’s independent registered public accounting firm.

Based on the Audit Committee’s review and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board of Directors has approved) that the Company’s audited financial statements be included in the Company’s Transition Report on Form 10-KT for the nine-months ended December 31, 2022 for filing with the Commission.

February 21, 2023

THE BOARD OF DIRECTORS, BASED ON THE APPROVAL AND RECOMMENDATION OF THE AUDIT COMMITTEE, UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2023.

22

OTHER BUSINESS

The Board of Directors knows of no other business to be presented for action at the Meeting. If any matters do come before the Meeting on which action can properly be taken, it is intended that the proxies shall vote in their discretion.

Whether or not you expect to participate in the virtual Meeting, please follow the instructions on the Notice of Internet Availability of Proxy Materials to vote via the Internet or telephone, or request, sign, date and return a proxy card so that you may be represented at the Meeting. The Meeting will be a completely virtual meeting of stockholders and will be conducted exclusively by webcast. To participate in the Meeting, visit www.virtualshareholdermeeting.com/MFIC2023, and, in each case, enter the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on the proxy card you received, or in the instructions that accompanied your proxy materials. Online check-in will begin at 9:30 a.m., Eastern Time. Please allow time for online check-in procedures. For questions regarding the virtual Meeting please call the support number that will be posted on the virtual meeting platform log-in page at www.virtualshareholdermeeting.com/MFIC2023. For questions regarding voting, please contact our proxy solicitor, Georgeson toll-free at 888-643-8150.

The Audit Committee Chair may be contacted at:

MidCap Financial Investment Corporation

Audit Committee Chair

9 West 57th Street

New York, New York 10019

RECEIPT OF MULTIPLE PROXY CARDS

Some of the Company’s stockholders hold their shares in more than one account and may receive a separate Notice of Internet Availability of Proxy Materials for each of those accounts. To ensure that all of your shares are represented at the Meeting, we recommend that you vote by following the instructions in each Notice of Internet Availability of Proxy Materials you receive.

SCAN TO MIDCAP FINANCIAL INVESTMENT CORPORATION VIEW MATERIALS & VOTE w 9 W 57TH STREET NEW YORK, NY 10019 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/MFIC2023 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V16836-P92606 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY MIDCAP FINANCIAL INVESTMENT CORPORATION For All Withhold All Except For All To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the The Board of Directors recommends you vote FOR number(s) of the nominee(s) on the line below. the following: 1. Election of Directors ! ! ! Nominees: 01) Emanuel Pearlman 02) Howard Widra The Board of Directors recommends you vote FOR the following proposal: For Against Abstain 2. To ratify the selection of Deloitte & Touche LLP as Midcap Financial Investment Corporation’s (the “Company”) independent registered public accounting ! ! ! firm for the fiscal year ending December 31, 2023. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and 10-K Wrap are available at www.proxyvote.com. V16837-P92606 MIDCAP FINANCIAL INVESTMENT CORPORATION Annual Meeting of Stockholders July 10, 2023 10:00 a.m. This proxy is solicited by the Board of Directors The undersigned hereby appoints GREGORY W. HUNT and KRISTIN HESTER or either one of them, and each with full power of substitution, to act as proxies for the undersigned to vote all the shares of Common Stock of Midcap Financial Investment Corporation, a Maryland corporation (the “Company”), which the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Company to be held via live webcast over the Internet at www.virtualshareholdermeeting.com/MFIC2023 on Monday, July 10, 2023 at 10:00 a.m., Eastern Daylight Time, and all postponements and adjournments thereof, as indicated on this proxy and to otherwise represent the undersigned with all powers possessed by the undersigned if personally present at the meeting. THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED “FOR” THE NOMINEES LISTED AND “FOR” THE PROPOSAL LISTED. The validity of this proxy is governed by Maryland law. This proxy does not revoke any prior proxies except for prior proxies given in connection with the Annual Meeting. Continued and to be signed on reverse side