UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant x☒

Filed by a Party other than the Registrant o☐

Check the appropriate box:

AFC GAMMA, INC.

(Name of Registrant as Specified In Its Charter)

Not applicable

(Name(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Thursday, September 30, 2021May 23, 2024
10:00 a.m. Eastern Time

Your vote is important to us. Whether or not you expectintend to attend the annualvirtual meeting, via live audio webcast, please submitvote using the Internet, by telephone or by mail, in each case, by following the instructions in our Proxy Statement. Shareholders who execute a proxy as soon as possible to instruct how your shares are to be voted atmay nevertheless attend the annual meeting. If you participate invirtual meeting and vote yourtheir shares atduring the annual meeting, your proxy will not be used.virtual meeting.

August 17, 2021Important Notice Regarding the Availability of Proxy Materials:

This Proxy Statement and our 2023 Annual Report are available on the Internet at www.proxyvote.com

These materials are also available on our website at https://investors.afcgamma.com.

The other information on our corporate website does not constitute part of this Proxy Statement. 

525 Okeechobee Blvd., Suite 17701650

West Palm Beach, FL, 33401

2024 Annual Meeting of StockholdersShareholders

To Be Held September 30, 2021Thursday, May 23, 2024

OurAFC Gamma, Inc.’s Board of Directors is soliciting your proxy for the 20212024 Annual Meeting of StockholdersShareholders (the “Annual Meeting”) to be held virtually on Thursday, September 30, 2021,May 23, 2024, at 10:00 a.m. Eastern Time, and at any and all postponements or adjournments of the Annual Meeting, for the purposes set forth in the Notice of Annual Meeting of StockholdersShareholders accompanying this Proxy Statement. This Proxy Statement and our 2020 Annual Report for the year ended December 31, 20202023 (the “2020“2023 Annual Report”) are first being made available to stockholdersshareholders on or about August 17, 2021.April 9, 2024.

We will be hosting the Annual Meeting via live audio webcast on the Internet. Any stockholder can listen to and participate in the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/AFCG2021. Stockholders may vote and submit questions while connected to the Annual Meeting on the Internet.

Youwebcast. Shareholders will not be able to virtually attend the Annual Meeting in person.via the internet by accessing www.virtualshareholdermeeting.com/AFCG2024 and entering the control number on the proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials they previously received, as applicable. 

Unless the context otherwise requires, references in this Proxy Statement to “AFC Gamma,” “Company,” “we,” “our,” “us,” and similar terms refer to AFC Gamma, Inc., a Maryland corporation.

Explanatory Note

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). As an emerging growth company, we provide This proxy summary highlights information contained elsewhere in this Proxy Statement and does not contain all information that you should review and consider. Please read the scaled disclosure permitted under the JOBS Act. In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequencyentire proxy statement with which such votes must be conducted.

Under the JOBS Act, we will remain an “emerging growth company” until the earliest of: (i) the last day of the fiscal year during which we had total annual gross revenues of at least $1.07 billion (as indexed for inflation); (ii) the last day of the fiscal year following the fifth anniversary of the closing of our initial public offering on March 23, 2021; (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; and (iv) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).care before voting.

2024 Annual Meeting of StockholdersShareholders

TIME AND DATE	PLACE	RECORD DATE
10:00 a.m. Eastern Time on Thursday, September 30, 2021May 23, 2024	The Annual Meeting will be hosted via live audio webcast on the Internet at www.virtualshareholdermeeting.com/AFCG2021. AFCG2024.	August 11, 2021 March 26, 2024

Voting

StockholdersShareholders as of the close of business on the record date are entitled to vote. If you are a beneficial owner who owns shares of our common stock, par value $0.01 per share (“Common Stock”), registered in the name of a broker, bank or other nominee, please follow the instructions they provide on how to vote your shares. StockholdersShareholders of record may vote as follows:

Vote by telephone by calling 1-800-690-6903.	Vote by Internet at www.proxyvote.com	Complete and return each proxy card received in the prepaid envelope.

Vote during the meeting via the Internet at www.virtualshareholdermeeting.com/AFCG2021.AFCG2024.

Voting Matters

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL” OF THE DIRECTOR NOMINEES. UNLESS OTHERWISE INSTRUCTED, THE PROXY HOLDERS WILL VOTE THE PROXIES RECEIVED BY THEM “FOR ALL” THE DIRECTOR NOMINEES.

Our Board of Directors (“Board” or “Board of Directors”) is currently comprised of seven directors. Under our Articles of Incorporation (the “Articles of Incorporation”), our Board of Directors is divided into three classes, each serving a staggered three-year term and with one class being elected at each year’s annual meeting of stockholdersshareholders as follows:

Upon the recommendation of the Nominating and Corporate Governance Committee of our Board of Directors, our Board has nominated each of Leonard Tannenbaum and Thomas Harrison for election to our Board of Directors as Class I directors to serve until the 20242027 annual meeting of stockholdersshareholders and until their respective successors are duly elected and qualified. Proxies may only be voted for the two Class I directors nominated for election at the Annual Meeting.

Each of the director nominees has consented to being named in this Proxy Statement and to serving as a director, if elected. We have no reason to believe that any of the nominees will be unable or unwilling for good cause to serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, the proxy holders will vote the proxies received by them for another person nominated as a substitute by the Board of Directors, or the Board of Directors may reduce the number of directors on the Board.

Biographical DescriptionsOur Directors

Set forth below is biographical information about each of our directorsdirector nominees and director nominees. The information below is provided as of August 6, 2021.our continuing directors. The primary experience, qualifications, attributes and skills of each of our director nominees that led to the conclusion of the Nominating and Corporate Governance Committee and the Board of Directors that such nominee should serve as a member of the Board of Directors are also described below.

Mr. Tannenbaum founded our Company in July 2020 and serves as our Chief Executive Officer. Mr. Harrison joined the Board in July 2020 and was initially identified as a potential director candidate by our Chief Executive Officer, Mr. Tannenbaum

PROPOSAL 1 —- ELECTION OF DIRECTORS

Nominees for Election as Class I Directors at the Annual Meeting

PROPOSAL 1 — ELECTION OF DIRECTORS

All Other Continuing Directors

JONATHAN KALIKOW
Class II Age: 51 Director Since: 2020		POSITION AND BUSINESS EXPERIENCE
	Mr. Kalikow has served as our Head of Real Estate and as a director since July 2020. He has been the president and founder of Gamma Real Estate, a boutique commercial real estate firm, since he founded it in October 2014, based in New York. The firm lends on real estate nationwide, owns a portfolio of approximately 5,000 apartments and several office properties, including a 310,000 square foot residential building on Sutton Place in Manhattan. Prior to co-founding Gamma Real Estate, Jonathan Kalikow spent 18 years on Wall Street investing across industries and asset classes as a proprietary trader at Morgan Stanley and then as a hedge fund trader and portfolio manager. Mr. Kalikow has also spent over 15 years in real estate as part of a family-owned real estate firm operating for approximately 100 years. Mr. Kalikow is a graduate of the Wharton School of Business with bachelor’s degrees in Real Estate and Finance. He also holds a juris doctor from Fordham University School of Law and is a member of the New York State Bar Association.
		KEY ATTRIBUTES
		We believe Mr. Kalikow’s extensive experience in the real estate and finance industries provides our Board with deep experience. Mr. Kalikow’s management experience and understanding of the real estate industry make him an ideal choice to act as our director. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR ALL” OF THE DIRECTOR NOMINEES.

PROPOSAL 1 —- ELECTION OF DIRECTORS

PROPOSAL 1 — ELECTION OF DIRECTORS

Corporate Governance Guidelines

Our Board of Directors has adopted Corporate Governance Guidelines to assist the Board in the exercise of its duties and responsibilities and to serve the best interests of the Company and our stockholders.shareholders. Our Corporate Governance Guidelines direct our Board’s actions with respect to, among other things, our Board composition, responsibilities of directors, director compensation, director orientation and continuing education, succession planning and the Board’s annual performance evaluation. A current copy of our Corporate Governance Guidelines is available under “Corporate Governance” on our website at https://investors.afcgamma.com/.investors.afcgamma.com.

Director Independence

Under the rules of the Nasdaq Stock Market (the “Nasdaq”(“Nasdaq”) and our Corporate Governance Guidelines, independent directors must comprise a majority of our Board of Directors. Under the Nasdaq rules, a director will only qualify as an “independent director” if our Board of Directors affirmatively determines that the director, in the opinion of our Board of Directors, does not have a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our Board reviews any relationship that each of our directors has with us, either directly or indirectly, that could interfere with exercising independent judgment in carrying out a director’s responsibilities. Our Board has affirmatively determined that each of Mr. Thomas L.Messrs. Harrison, Mr. Alexander C. Frank, Mr. Tomer J. Tzur, Mr. RobertFagan and Levy, and Ms. Jodi HansonMses. Bond and Sudnow is “independent” as that term is defined under the rules of the Nasdaq. Mr. Tannenbaum is not an independent director as a result of his position as our Chief Executive Officer and Mr.Investment Officer. Jonathan Kalikow, iswho served on our Board until his resignation in September 2023, did not qualify as an independent director as a result of his position as our Head of Real Estate.Estate during the period of his service on our Board.

Board Leadership Structure

We do not have a fixed policy as to whether the chairperson of our Board should be an independent director and we believe that our flexibility to select our chairman and reorganize our leadership structure from time to time is in the best interests of our Companyus and our stockholders.shareholders. Presently, Mr. Tannenbaum, our Chief ExecutiveInvestment Officer, serves as the Executive Chairman of the Board. We believe that we are best served through our existing leadership structure with Mr. Tannenbaum serving as an executiveExecutive Chairman of our Board combined with Mr. Harrison serving as lead independent director. We believe that Mr. Tannenbaum’s extensive finance industry and leadership experience and critical understanding of our business and knowledge of how to craft and execute on our business and strategic plans qualifies him to serve as the Executive Chairman of the Board, and his relationship with AFC Management, LLC (our “Manager”) provides an effective bridge between our Board and our Manager, thus ensuring an open dialogue between our Board and our Manager and that both groups act with a common purpose.

We believe that the leadership structure of our Board must be evaluated on a case-by-case basis and that our existing Board leadership structure provides sufficient independent oversight over our Manager. In addition, we believe that the current governance structure, when combined with the functioning of the independent director component of our Board and our overall corporate governance structure, strikes an appropriate balance between strong and consistent leadership and independent oversight of our business and affairs. However, we re-examine our corporate governance policies on an ongoing basis to ensure that they continue to meet our needs.

The Board’s Role in Risk Oversight

One of the key functions of our Board is informed oversight of our risk management process. Our Board administers this oversight function directly, with support from its three standing committees, the Audit and Valuation Committee, the Compensation Committee and the Nominating and Corporate Governance

CORPORATE GOVERNANCE

Committee, each of which addresses risks specific to its respective areas of oversight as discussed below. In addition, our Manager has also established an Investment Committee for us, the members of which consist of employees of our Manager and/or its affiliates, and which currently includes certain affiliates of our Manager and certain of our officers. The Investment Committee works in conjunction with our Board to manage our credit risk through a comprehensive investment review process.

In addition, our Board and the Audit and Valuation Committee meet regularly with our Manager and consider the feedback our Manager provides concerning the risks related to our enterprise, business, operations and strategies. Our Manager regularly reports to our Board and the Audit and Valuation Committee on our loan portfolio and the risks related thereto, asset impairments, leverage position, affiliate payments (including payments made and expenses reimbursed pursuant to the terms of the Management Agreement), compliance with applicable covenants under the agreements governing our indebtedness, compliance with our qualification as a real estate investment trust (“REIT”) and compliance with our exemption from registration as investment company under the Investment Company Act of 1940, as amended. Members of our Board are routinely in contact with our Manager and our executive officers, as appropriate, in connection with their consideration of matters submitted for the approval of our Board or the Audit and Valuation Committee and the risks associated with such matters.

We believe that the extent of our Board’s (and its committees’) role in risk oversight complements the Board’s leadership structure because it allows our independent directors, through the twothree fully independent Board committees, executive sessions with the independent auditors, and otherwise, to exercise oversight of risk without any conflict that might discourage critical review.

We believe that a board of directors’ role in risk oversight must be evaluated on a case by case basis and that our Board’s role in risk oversight is appropriate. However, we re-examine the manner in which our Board administers its oversight function on an ongoing basis to ensure that it continues to meet our needs.

Committees of the Board of Directors

The Board has three standing committees: the Audit and Valuation Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each of our standing committees is comprised solely of independent directors. The written charters of these committees are

CORPORATE GOVERNANCE

available under “Corporate Governance” on our website at https://investors.afcgamma.com/.investors.afcgamma.com.

	Audit & Valuation	Compensation	Nominating & Corporate Governance
Jodi Hanson Bond
Alexander Frank	Chair Chair		Chair Chair
Thomas Harrison		Chair Chair
Robert Levy
Marnie Sudnow

Committee Member

Financial Expert

Committee Member   Financial Expert

Audit and Valuation Committee

Our Audit and Valuation Committee consists of three members, Mr.Messrs. Frank, Harrison Mr. Frank and Mr. Levy, with Mr. Frank serving as chairperson.Chair of the committee. Our Board has affirmatively determined that each of Mr. Harrison, Mr. Frank and Mr. Levy is independent under Nasdaq rules and also meets the enhanced standards of “independence” established by Nasdaq and the SEC for members of the Audit and Valuation Committee. Our Board has also determined that (i) Mr. Frank and Mr. Levy each qualify as an “audit committee financial expert” under SEC rules and regulations and (ii) each member of the Audit and Valuation Committee is “financially literate” as the term is defined by Nasdaq listing standards.

The Audit and Valuation Committee’s principal functions include oversight related to:

The Audit and Valuation Committee assists our Board in its management of our Company.AFC Gamma. In particular, the Audit and Valuation Committee (i) serves as an independent party to monitor our financial reporting processes and internal control system; (ii) discusses the audit conducted by our independent registered public accounting firm; (iii) provides an open avenue of communication among our independent registered public accounting firm, our management and our Board; and (iv) serves as an independent party to review, approve and monitor our related party transactions.

The responsibilities of the Audit and Valuation Committee include, but are not limited to, (i) the appointment,

CORPORATE GOVERNANCE

compensation, retention and oversight of any independent registered public accounting firm engaged by us, discussus; (ii) discussing and reviewreviewing guidelines and policies with respect to risk assessment and risk management, reviewmanagement; (iii) reviewing the adequacy of our internal audit function (to the extent such function is required by applicable rules and regulations), assist; (iv) assisting in performing oversight responsibilities for the internal control systems and disclosure procedures, recommendprocedures; (v) recommending to our Board whether the financial statements should be included in reports made available to its stockholdersshareholders; and meet(vi) meeting periodically with management to discuss any of the above or any identified issues.

Subject to the provisions of our related person transaction policies and procedures, the Audit and Valuation Committee is also responsible for reviewing and approving our related party transactions, including matters related to our Management Agreement. Because the Audit and Valuation Committee is already charged with approving our related party transactions, our Board has charged the Audit and Valuation Committee with overseeing amounts payable to our Manager pursuant to our Management Agreement and making recommendations to our Board with respect to our Board’s approval of the renewal of our Management Agreement. The Audit and Valuation Committee and our Board must approve any renewal of our Management Agreement. See “Transactions With Related Persons — Policies and Procedures Regarding Related Party Transaction” for additional information.

Compensation Committee

Our Compensation Committee consists of three members, Mr.Messrs. Levy and Harrison and Ms. Bond, and Mr. Harrison, with Mr. Harrison serving as chairperson.Chair of the committee. Our Board has affirmatively determined that each of Mr.Messrs. Levy and Harrison and Ms. Bond and Mr. Harrison is independent under Nasdaq rules and also meets the enhanced standards of independence established by Nasdaq and the SEC for members of the Compensation Committee. In making this determination, the Board considered whether the director has a relationship with the Company that is material to the director’s ability to be independent from management in connection with the duties of a member of the Compensation Committee.

The Compensation Committee’s principal functions include:

The Compensation Committee has the sole authority to retain and terminate compensation consultants to assist in the evaluation of compensation matters and the sole authority to approve the fees and other retention terms of such compensation consultants. The Compensation Committee, with input from its compensation consultant, if any, and our Manager, discusses and considers potential risks that arise from our compensation practices, policies and programs. In November 2022, the Compensation Committee retained Exequity LLP (“Exequity”) as an independent compensation consultant to advise on executive compensation for the 2023 fiscal year. Exequity does not provide any other services to our Board or our Company. Our Compensation Committee has assessed the independence of Exequity pursuant to Nasdaq listing standards and determined that it is independent, and free of conflicts of interest with us or any of our directors or executive officers.

In addition, the Compensation Committee may form and delegate authority to sub-committees or, to the extent permitted under applicable laws, regulations and Nasdaq rules, to any other independent director or committee comprised entirely of independent directors, in each case, to the extent the Compensation Committee deems necessary or appropriate.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee currently consists of three members, Ms.Mr. Frank and Mses. Bond Mr. Harrison and Mr. Frank,Sudnow, with Mr. Frank serving as chairperson.Chair of the committee. Our Board has affirmatively determined that that each of Ms.Mr. Frank and Mses. Bond Mr. Harrison and Mr. FrankSudnow is independent under Nasdaq rules.

CORPORATE GOVERNANCE

The Nominating and Corporate Governance Committee charter defines the Nominating and Corporate Governance Committee’s principal functions, including:

Meetings and Attendance

During 2023, the fiscal 2020 year, our Board of Directors held eleven (11)12 meetings, the Audit and Valuation Committee held three (3)10 meetings, the Compensation Committee held one (1) meeting2 meetings and the Nominating and Corporate Governance Committee held one (1) meeting.2 meetings. Each of our directors attended at least 75% of the aggregate meetings of the Board and the committees of the Board on which he or she served during the fiscal 2020 year.2023. In addition, independent directors of our Board of Directors meet in regularly scheduled sessions without management.

It is the Board’s policy that all directors are invited and encouraged to attend the Company’s annual meeting of stockholders,shareholders, either in person or telephonically. We did not hold a 2020Two of our directors, Messrs. Frank and Harrison, attended our 2023 annual meeting of stockholders because we first became a publicly traded company in 2021.shareholders.

Succession Planning

The Board works on a periodic basis with the executive officers of the Manager to develop, review, maintain and revise, if necessary, the Company’s succession plan upon the Chief Executive Officer’s retirement, the termination or non-renewal of the Manager under the Management Agreement or in the event of an unexpected occurrence. The Chief Executive Officer’s recommendations regarding his or her successor should he or she be unexpectedly disabled are made available to the Board on a continuing basis.

Annual Self-Evaluation Process

At least annually, the Nominating and Corporate Governance Committee will overseeoversees and coordinatecoordinates a self-assessment of the Board and each committee’s own performance, as well as consideringperformance. These self-assessments also take into account other corporate governance principles that may, from time to time, merit consideration by the Board and each committee respectively. We expect to conduct our firstcommittee. The Board conducted its annual self-assessment process in 2021.December 2023.

CORPORATE GOVERNANCE

The assessment of the Board will generally include a review of any areas in which the Board or management believes the Board can make a better contribution to the governance of the Company, as well as a review of the committee structure and an assessment of the Board’s compliance with the principles set forth in the our Corporate Governance Guidelines. The purpose of the review will beis to improve the performance of the Board as a unit, and not to target the performance of any individual Board member. The Board will utilizeutilizes the results of this evaluation process in assessing and determining the characteristics and critical skills required of prospective candidates for election to the Board. Each committee of the Board will conductconducts its self-assessment under the oversight of the Nominating and Corporate Governance Committee in accordance with the provisions set forth in its respective charter.

Consideration of Director Candidates

Our Board of Directors and the Nominating and Corporate Governance Committee will consider director candidates recommended for election to the Board of Directors by stockholdersshareholders in the same manner and using the same criteria as that used for any other director candidate. All recommendations must be directed to the Nominating and Corporate Governance Committee c/o Corporate Secretary at 525 Okeechobee Blvd., Suite 1770,1650, West Palm Beach, FL, 33401. Recommendations for director nominees to be considered at the 20222025 annual meeting of stockholdersshareholders must be received in writing not later than April 19, 2022,December 10, 2024, which is 120 days prior to the one-year anniversary of the date this Proxy Statement is first available to stockholders.shareholders.

InOur Board of Directors does not have a formal diversity policy. However, in evaluating a director candidate, the Nominating and Corporate Governance Committee will consider the following criteria, among others the Nominating and Corporate Governance Committee shall deem appropriate: (i) business and professional background, (ii) contribution to the Board’s diversity of experience, profession, expertise, skill and background (including with respect to race and gender); (iii) history of leadership or contributions to other organizations; (iv) functional skill set and expertise; (v) general understanding of marketing, finance, accounting, corporate governance, federal securities and other relevant laws and regulations, and other elements relevant to the success of a publicly-traded company in today’s business environment; (vi) meets high ethical standards; (vii) experience in the cannabis or REIT industries and/or as a member of the board of directors of another publicly-held company; (viii) commitment to devoting the time and effort necessary to be a responsible and productive member of the Board of Directors; and (ix) ability to perpetuate the success of the business and represent stakeholder interests.

StockholdersShareholders who wish to nominate a person for election as a director in connection with an annual meeting of stockholdersshareholders (as opposed to making a recommendation to the Nominating and Corporate Governance Committee as described above) must deliver written notice to our Secretary in the manner described in our Amended and Restated Bylaws (“Bylaws”), and as described further under “Proposals of Stockholders“Shareholder Proposals and Director Nominations for 20222025 Annual Meeting” below.

Outside Directorships

In recent years, some investors and proxy advisors have instituted “bright-line” proxy voting policies on the number of outside public company boards that a director may serve on. Our Board recognizes investors’ concerns that highly sought-after directors could lack the time and attention to adequately perform their duties and responsibilities, and considers each director’s performance and commitment to ensure their continued effectiveness as a director. Our corporate governance guidelines contemplate that no director may simultaneously serve on the boards of directors of more than four other public companies, excluding our portfolio companies, unless our Board of Directors determines that such simultaneous service would not impair the ability of such director to effectively serve the Company.

Communications with the Board of Directors

StockholdersShareholders or other interested parties who wish to contact the Board, the lead independent director, any Board committee, or our independent directors as a group may send written correspondence c/o Board of Directors at 525 Okeechobee Blvd., Suite 1770,1650 West Palm Beach, FL, 33401. The name of any specific intended Board recipients should be clearly noted in the communication. All communications will be received, processed and then forwarded to the appropriate member(s) of our Board, except that, certain items unrelated to the Board’s duties and responsibilities, such as spam, junk mail, mass mailings, solicitations, resumes and employment inquiries and similar items will not be forwarded. Board members receiving communications will respond as such directors deem appropriate, including the possibility of referring the matter to our management of our Company,team, to the full Board or to an appropriate committee of the Board. In addition, if requested by stockholders,shareholders, our lead independent director will ensure that he is available, when appropriate, for consultation and direct communication with stockholders.shareholders.

Policy on Pledging and Hedging of Company Shares

Our insider trading policy provides that insiders, which includes all directors, officers and employees of the Company, are prohibited from purchasing financial instruments (including prepaid variable forward contracts,

CORPORATE GOVERNANCE

equity swaps, collars and exchange funds), or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s securities. In addition, our insider trading policy provides that insiders are prohibited from margining the Company securities in a margin account or pledging Company securities as collateral for a loan.

Code of Business Conduct and Ethics

We have adopted a written code of business ethics that seeks to identify and mitigate conflicts of interest between us and our employees, if any, directors and officers. A current copy of the code is posted under “Corporate Governance” on our website at https://investors.afcgamma.com/.investors.afcgamma.com. To the extent required by rules adopted by the SEC and Nasdaq, we intend to promptly disclose future amendments to certain provisions of the code, or waivers of such provisions granted to executive officers and directors, on our website at https://investors.afcgamma.com/.investors.afcgamma.com.

The table below sets forth certain information regarding our executive officers as of August 11, 2021:officers:

See “Proposal 1 — Election of Directors” for information concerning the business experience of Mr. Tannenbaum and Mr. Kalikow.Tannenbaum. Information concerning the business experience of our other executive officers is set forth below.

Other than between Mr. Leonard Tannenbaum and Mrs. Robyn Tannenbaum, who are husband and wife, there are no family relationships between or among any of our executive officers or directors.

We do not have any employees nor do we intend to hire any employees who will be compensated directly by us. Our loans are sourced and overseen by the members of our senior team, which currently consists of over 20 investment and other professionals who are employees of our Manager and/or its affiliates.team. Each of our executive officers, including each executive officer who serves as a director, is employed by our Manager and/or its affiliates and receives compensation for his or her services, including services performed on our behalf, from our Manager and/or its affiliates, as applicable, except we may award equity-based incentive awards for our executive officers under our 2020 Stock Incentive Plan. Instead, we pay our Manager the fees described under “Management Compensation” in our 2023 Annual Report on Form 10-K and we indirectly bear the costs of the compensation paid to certain of our executive officers through expense reimbursements we pay to our Manager or its affiliates, as applicable. Pursuant to our Management Agreement, we reimburse our Manager or its affiliates, as applicable, for our fair and equitable allocable share of the compensation, including annual base salary, bonus, any related withholding taxes and employee benefits, paid to (i) subject to review by the Compensation Committee of our Board, our Manager’s personnel serving as our Chief Executive Officer (except when the Chief Executive Officer serves as a member of the Investment Committee prior to the consummation of an internalization transaction of our Manager by us), General Counsel, Chief Compliance Officer, Chief Financial Officer, Chief Marketing Officer, Managing Director and any of our other officers, based on the percentage of his or her time spent devoted to our affairs and (ii) other corporate finance, tax, accounting, internal audit, legal, risk management, operations, compliance and other non-investment personnel of the Manager and its affiliates who spend all or a portion of their time managing our affairs, with the allocable share of the compensation of such personnel described in this clause (ii) being as reasonably determined by our Manager to appropriately reflect the amount of time spent devoted by such personnel to our affairs. The service by any personnel of our Manager and its affiliates as a member of the Investment Committee will not, by itself, be dispositive in the determination as to whether such personnel is deemed “investment personnel” of our Manager and its affiliates for purposes of expense reimbursement. Prior to our IPO,initial public offering, we were not obligated to reimburse our Manager or its affiliates, as applicable, for any compensation paid to Mr. Tannenbaum, Mr. Kalikow, a former director and officer of the Company, or Mrs. Tannenbaum. For the 20212023 and 2022 fiscal year, we anticipate that our Manager willdid not seek reimbursement for our allocable share of Mr. Kalikow’sKalikow and Mr. Tannenbaum’s compensation, but willdid seek reimbursement for our allocable share of Mrs. Tannenbaum’s compensation. Mrs. Tannenbaum did not receive any increase in base salary, bonuses or awards from our Manager or its affiliates in connection with her appointment as President of the Company. We do not currently, nor do we intend to, pay any compensation directly to our officers, except we may award equity-based incentive awards for our officers under our 2020 Stock Incentive Plan. Our executive officers are entitled to receive awards in the future under our 2020 Stock Incentive Plan.

On March 17, 2023, the Company appointed Mr. Hetzel to serve as its Chief Financial Officer and Treasurer in place of Brett Kaufman, effective as of such date, with Mr. Kaufman’s employment with the Manager terminated, effective as of April 17, 2023 (the “Separation Date”). In connection with his termination, Mr. Kaufman received (i) twelve (12) months’ worth of his current base salary, (ii) his annual target bonus, (iii) continued payment by our Manager of 100% of the COBRA premiums for him and his dependents for a period of twelve (12) months following his Separation Date, (iv) accelerated vesting of one (1) additional tranche of each of Mr. Kaufman’s outstanding equity awards, and (v) extension of the exercise period for Mr. Kaufman’s outstanding options until one (1) year following the Separation Date, contingent on Mr. Kaufman executing and not revoking a release of claims in favor of the Company.

Mr. Hetzel entered into an employment agreement with our Manager, dated as of January 3, 2023, which provides that, in the event of a termination of Mr. Hetzel’s employment by the Manager other than for “cause” (which includes a non-renewal of the employment agreement term by the Manager), or his resignation for “good reason”, he will be entitled to twelve (12) months’ worth of his then-current base salary.

In connection with his appointment as Chief Executive Officer of the Company, Mr. Neville entered into an employment agreement with our Manager, dated as of October 30, 2023, which provides that, in the event of a termination of Mr. Neville’s employment by the Manager without “cause” (other than due to Mr. Neville’s death or “disability”), or his resignation for “good reason” (which includes a non-renewal of the employment agreement term by the Manager), Mr. Neville will be entitled to: (i) three months of base salary continuation; (ii) subject to Mr. Neville’s timely election of continuation coverage under COBRA, payment of 100% of medical, dental and vision premiums for Mr. Neville and his dependents for three months following the month in which the termination occurs; and (iii) the Company’s repurchase right with respect to Mr. Neville’s ownership of the Manager shall terminate and Mr. Neville’s restricted common stock award granted in connection with his commencement of employment shall fully vest.

The following table sets forth all compensation paid to or accrued by those named executive officers for whom we are able to quantify such compensation for services the named executive officer rendered to us during the fiscal period presented.

Summary Compensation Table

(1) Mr. Tannenbaum does not take a salary from the Company.

(2) On March 17, 2023, Brett Kaufman, the Company’s former Chief Financial Officer and Treasurer, employment with the Company was terminated, effective April 17, 2023.

(3) The option award amounts reflected in the table and the grant-date values are computed in accordance with FASB ASC Topic 718 for the stock and option awards granted to the Named Executive Officers in the corresponding fiscal year based on the assumptions set forth in Note 11 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 7, 2024.

Outstanding Equity Awards at 2023 Fiscal Year-End

The following table presents information regarding the outstanding equity awards held by each of our named executive officers as of December 31, 2023, including the vesting dates for the portions of these awards that had not vested as of that date.

(1) Options granted pursuant to awards under our 2020 Stock Incentive Plan expire seven years following the grant date.

(2) Represents restricted stock granted under the Issuer's Stock Incentive Plan and shall vest over a three-year period with approximately 33% vesting on each of the first, second and third anniversaries of January 3, 2023, subject to early termination and adjustment as provided in the applicable restricted stock grant agreement.

(3) Mr. Tannenbaum was granted four separate awards of options exercisable into shares of Common Stock on August 12, 2020, November 18, 2020, March 19, 2021 and January 11, 2022, respectively, which were fully vested on each respective grant date and became exercisable following the initial public offering.

(4) Grant award of options in connection with the consummation of our initial public offering on March 19, 2021.

(5) Mrs. Tannenbaum was granted three separate awards of options exercisable into shares of Common Stock on August 12, 2020, March 19, 2021 and January 11, 2022, respectively, which were fully vested on each respective grant date and became exercisable following the initial public offering.

(6) Represents restricted stock granted under the Issuer's Stock Incentive Plan and shall vest over a four-year period with approximately 33% vesting on each of the second, third and fourth anniversaries of January 11, 2022, subject to early termination and adjustment as provided in the applicable restricted stock grant agreement.

(7) Mr. Hetzel was granted two separate awards of options exercisable into shares of Common Stock on November 18, 2020 and March 19, 2021, respectively, which each vest over a four-year period with approximately 33% vesting on each of the second, third and fourth anniversaries of the respective grant date.

Equity Compensation Plan Information

The following table provides information about our Common Stock that may be issued as of December 31, 2023, under the 2020 Stock Incentive Plan, which is our only existing equity compensation plan.

(1) Reflects the weighted-average exercise price of outstanding options granted under the 2020 Stock Incentive Plan.

(2) All of these shares remained available under our 2020 Stock Incentive Plan and may be used for any type of award authorized under our 2020 Stock Incentive Plan, including stock options, stock units, restricted stock and stock bonuses.

None of our executive officers serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our Board or our Compensation Committee. None of the members of our Compensation Committee is, or has ever been, our officer or employee.

We pay each of our directors an annual cash retainer of $50,000 in cash in equal quarterly payments of $12,500.payments. Each director is entitled to reimbursement of reasonable expenses associated with attending board meetings. However, we do not pay our directors any fees for attending individual board or committee meetings. The lead independent director receives an additional $15,000 annual cash retainer in cash in equal quarterly payments of $3,750.payments. The Audit and Valuation Committee chairpersonChair receives an additional $25,000 annual cash retainer in cash in equal quarterly payments of $6,250.payments. The Compensation Committee chairpersonChair receives an additional $10,000 annual cash retainer in cash in equal quarterly payments of $2,500.payments. The Nominating and Corporate Governance Committee chairpersonChair receives an additional $5,000 annual cash retainer in cash in equal quarterly payments of $1,250.payments. Directors must attend at least 75% of all meetings of the Board and all committees on which the director sits (including separate meetings of non-management directors or independent directors) in any specified fiscal year in order to be eligible to receive director compensation. If a director is also one of our executive officers, we will not pay any compensation to such person for services rendered as a director. Additionally, our directors are entitled to receive awards in the future under our 2020 Stock Incentive Plan. At his request, we have deferred

The following table sets forth all compensation paid to or accrued by our directors for services rendered to us during the payment of Mr. Tzur’s director cash compensation in an aggregate amount equal to $22,500 and such payment is recorded in accounts payable on our balance sheets.fiscal period presented.

(1) The option award amounts reflected in the table are computed in accordance with FASB ASC Topic 718 based on assumptions set forth in Note 11 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 7, 2024.

(2) Fees earned includes additional annual retainer for service as the Lead Independent Director and Chair of the Compensation Committee. As of December 31, 2023, Mr. Harrison had vested options to purchase 6,400 shares of Common Stock and 963 unvested restricted stock awards scheduled to vest January 3, 2024.

(3) As of December 31, 2023, Ms. Bond had vested options to purchase 6,400 shares of Common Stock and 963 unvested restricted stock awards scheduled to vest January 3, 2024.

(4) Mr. Fagan was appointed to the Board in June 2023. As of December 31, 2023, Mr. Fagan had 1,159 unvested restricted stock awards scheduled to vest on June 20, 2024.

(5) Includes additional annual retainer for service as our Chair of the Audit and Valuation Committee and Nominating and Corporate Governance Committee. As of December 31, 2023, Mr. Frank had vested options to purchase 6,400 shares of Common Stock and 963 unvested restricted stock awards scheduled to vest January 3, 2024.

(6) As of December 31, 2023, Mr. Levy had vested options to purchase 6,400 shares of Common Stock and 963 unvested restricted stock awards scheduled to vest January 3, 2024.

(7) As of December 31, 2023, Ms. Sudnow had vested options to purchase 5,000 shares of Common Stock and 963 unvested restricted stock awards scheduled to vest January 3, 2024.

The following table sets forth certain information with respect to the beneficial ownership of our common stock,Common Stock, as of August 11, 2021,March 26, 2024, by:

The information below is based on 16,435,57020,667,094 shares of our common stockCommon Stock outstanding as of August 11, 2021.

Unless otherwise noted below, the address of each beneficial owner listed in the table below is 525 Okeechobee Blvd., Suite 1770, West Palm Beach, FL 33401.March 26, 2024.

We have determined beneficial ownership in accordance with the rulesRule 13d-3 of the SEC.Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that each person or entity named in the table below has sole voting and investment power with respect to all shares of common stockCommon Stock that he, shesuch person or itentity beneficially owns, subject to applicable community property laws. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have deemed shares of our common stockCommon Stock subject to options that are currently vested and exercisable held by that person, or that will become exercisable and vest within 60 days of August 11, 2021March 26, 2024, to be outstanding, but we have not deemed these shares to be outstanding for computing the percentage ownership of any other person.

    *Less than 1% of the outstanding shares.

(1) Unless otherwise indicated, the address of each of the beneficial owners identified is 525 Okeechobee Blvd., Suite 1650, West Palm Beach, FL 33401.

(2) Includes (i) 3,744,638 shares of Common Stock and (ii) 1,906,958 shares of Common Stock which Mr. Tannenbaum has the right to acquire within 60 days of March 26, 2024 pursuant to outstanding and vested stock options.

(3) Beneficial and percentage ownership information is as of December 31, 2023 and is based on information reported on a Schedule 13G filed by Blackrock, Inc. with the SEC on January 26, 2024. The schedule indicates that Blackrock, Inc. has sole voting power over 1,415,134 shares of our Common Stock and sole dispositive power over 1,392,894 shares of our Common Stock. The business address of Blackrock, Inc. is 50 Hudson Yards, New York, New York 10001.      

(4) Mr. Neville was appointed our Chief Executive Officer effective November 13, 2023.

(5) Includes (i) 65,878 shares of Common Stock and (ii) 84,160 shares of Common Stock which Mrs. Tannenbaum has the right to acquire within 60 days of March 26, 2024 pursuant to outstanding and vested stock options.

(6) Includes (i) 22,616 shares of Common Stock and (ii) 8,166 shares of Common Stock which Mr. Hetzel has the right to acquire within 60 days of March 26, 2024 pursuant to outstanding and vested stock options.

(7) Includes (i) 13,253 shares of Common Stock and (ii) 6,400 shares of Common Stock which Ms. Bond has the right to acquire within 60 days of March 26, 2024 pursuant to outstanding and vested stock options.

(8) Mr. Fagan was appointed our Board in June 2023. Includes (i) 2,441 shares of Common Stock and (ii) 26,520 shares of Common Stock held by Civic Reserve LLC, which is wholly owned by Mr. Fagan and his spouse.

(9) Includes (i) 8,930 shares of Common Stock and (ii) 6,400 shares of Common Stock which Mr. Frank has the right to acquire within 60 days of March 26, 2024 pursuant to outstanding and vested stock options.

(10) Includes (i) 17,273 shares of Common Stock and (ii) 6,400 shares of Common Stock which Mr. Harrison has the right to acquire within 60 days of March 26, 2024 pursuant to outstanding and vested stock options.

(11) Includes (i) 2,245 shares of Common Stock and (ii) 6,400 shares of Common Stock which Mr. Levy has the right to acquire within 60 days of March 26, 2024 pursuant to outstanding and vested stock options.

(12) Includes (i) 2,245 shares of Common Stock shares of Common Stock and (ii) 6,400 shares of Common Stock which Ms. Sudnow has the right to acquire within 60 days of March 26, 2024 pursuant to outstanding and vested stock options.

(13) Includes (i) 3,906,039 shares of Common Stock and (ii) up to 2,032,218 shares of Common Stock which our current executive officers and directors will have the right to acquire within 60 days of March 26, 2024 pursuant to outstanding and vested stock options.

The Audit and Valuation Committee assists the Board in its oversight of the Company’s financial statements and reporting process and audit process. The Audit and Valuation Committee operates under a written charter adopted by the Board, which describes this and the other responsibilities of the Audit and Valuation Committee. Management has the primary responsibility for the financial statements and the reporting process. Our independent registered public accounting firm is responsible for performing an independent audit of our financial statements in accordance with the auditing standards of the Public Company Accounting Oversight Board (“PCAOB”) and to issue a report thereon.

The Audit and Valuation Committee has reviewed and discussed the Company’s audited financial statements with management, which has primary responsibility for the financial statements. CohnReznick LLP, the Company’s independent registered public accounting firm for fiscal 2020,throughout 2022, is responsible for expressing an opinion on the conformity of the Company’s audited financial statements with generally accepted accounting principles. The Audit and Valuation Committee has discussed with CohnReznick LLP the matters required to be discussed by the applicable requirements of the PCAOB and SEC. The Audit and Valuation Committee has received and reviewed the written disclosures and the letter from CohnReznick LLP required by applicable requirements of the PCAOB regarding CohnReznick LLP’s communications with the Audit and Valuation Committee concerning independence, and has discussed with CohnReznick LLP its independence.

Based on the review and discussions referred to above, the Audit and Valuation Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Registration Statement on Form S-11 filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2021 in connection with the Company’s initial public offering. The Company did not file an Annual Report on Form 10-K for the year ended December 31, 20202023 for filing with the SEC. The Audit and Valuation Committee also recommendsappointed CohnReznick LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 20212024 and is seeking ratification of such selectionappointment by the Company’s stockholdersshareholders at the Annual Meeting.

August 11, 2021April 5, 2024

The foregoing report of the Audit and Valuation Committee does not constitute soliciting material and shall not be deemed filed, incorporated by reference into or a part of any other filing by the Company (including any future filings) under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent the Company specifically incorporates such report by reference therein.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF CohnReznick LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2021. UNLESS OTHERWISE INSTRUCTED, THE PROXY HOLDERS WILL VOTE THE PROXIES RECEIVED BY THEM “FOR” RATIFICATION OF THE APPOINTMENT OF CohnReznick LLP.

The Audit and Valuation Committee of our Board of Directors has appointed CohnReznick LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2021.2024. We are not required to submit the appointment of CohnReznick LLP for stockholdershareholder approval, but our Board of Directors has elected to seek ratification of the appointment of our independent registered public accounting firm by our stockholdersshareholders at the Annual Meeting.Meeting as a matter of good corporate governance. If our stockholdersshareholders do not ratify the appointment of CohnReznick LLP, the Audit and Valuation Committee will reconsider its appointment of CohnReznick LLP and will either continue to retain this firm or appoint a new independent registered public accounting firm. Even if the appointment is ratified, the Audit and Valuation Committee, in its discretion, may appoint a different independent registered public accounting firm at any time during the year if the Audit and Valuation Committee determines that such a change would be in our best interests and the best interests of our stockholders.shareholders.

We expect one or more representatives of CohnReznick LLP to participate inbe present at the Annual Meeting and they will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

The aggregate fees billed to us fromfor the period July 31, 2020 (the date of commencement of operations) throughyears ended December 31, 20202022 and 2023 by our independent registered public accounting firm, CohnReznick LLP, are set forth below:

(1) Audit Fees represents the aggregate fees billed to us by CohnReznick LLP for professional services rendered for the audits of our financial statements for the year and period ended December 31, 2023 and 2022, respectively, and for procedures performed on our quarterly reports on Form 10-Q. During the year and period ended December 31, 2023 and 2022, respectively, Audit Fees also include services in preparation of consents and comfort letters that our auditor provided in connection with our equity and debt offerings.

(2) Audit-Related Fees represent fees billed for services rendered during the fiscal year 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.” During the year and period ended December 31, 2023 and 2022, respectively, we did not incur any such Audit-Related Fees.

PROPOSAL 2 —- RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Audit and Valuation Committee Pre-Approval Policies and Procedures

The Audit and Valuation Committee is required to pre-approve the audit and non-audit services performed by our independent registered public accounting firm in order to assure that the provision of such services does not impair the auditor’s independence.

All services performed and related fees billed by CohnReznick LLP during fiscal 20202023 and 2022 were pre-approved by the Audit and Valuation Committee pursuant to regulations of the SEC.

AFC GAMMA, INC.  |2021 PROXY STATEMENT

23THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF CohnReznick LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR The YEAR ENDING December 31, 2024.

Policies and Procedures Regarding Related Party TransactionTransactions

Our Board has adopted written related person transaction policies and procedures. The purpose of this policy is to describe the procedures used to identify, review, approve, disapprove, ratify and disclose, if necessary, any transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) with related persons. Under this policy, the Audit and Valuation Committee will beis responsible for reviewing, approving or ratifying each related person transaction or proposed transaction, subject to certain exceptions. In determining whether to approve or ratify a related person transaction, the Audit and Valuation Committee or its chairperson, as applicable, will consider all relevant facts and circumstances of the related person transaction available to it and will approve only those related person transactions that are, under all of the circumstances, fair as to us, as the Audit and Valuation Committee or its chairperson, as applicable, determines in good faith.

This policy may not be successful in eliminating the influence of conflicts of interest or related person transactions. If they are not successful, decisions could be made that might fail to reflect fully the interests of all stockholders.

Certain RelationsRelationships and Related Party Transactions

Since our formation, in July 2020, we have engaged in the following transactions with our directors, executive officers or holders of more than 5% of our outstanding share capital and their affiliates, which we refer to as our related parties.

The Initial Portfolio Transaction

We acquired our initial portfolio of loans at fair value of approximately $46,802,840 and cash from AFC Warehouse, LLC and LMT Investments, LLC, each of which is wholly-owned by our Sponsor, in exchange for the issuance of 3,342,500 shares of our common stock (on a post-split basis) on July 31, 2020 (date of commencement of operations) (the “Initial Portfolio Transaction”). The initial portfolio consisted of loans to Public Company A, Public Company B and Private Company A, as well as two loans to other entities that are no longer borrowers that we subsequently sold after our acquisition.

Revolving Credit Agreement

On August 18, 2020, we entered into the Revolving Credit Agreement pursuant to which Leonard M. Tannenbaum (our “Sponsor”) and Jonathan Kalikow, our Head of Real Estate and one of our directors, both through AFC Finance, LLC, an entity wholly-owned by our Sponsor and Jonathan Kalikow, provided our secured revolving credit facility (“Revolving Credit Facility”). In May 2021, the Revolving Credit Facility was amended to, among other things, remove Gamma Lending Holdco LLC as a Lender. The Revolving Credit Facility now provides revolving loan commitments of up to $50.0 million and bears interest at a fixed rate of 6.0% per annum, payable in cash in arrears. As of June 15, 2021, we had not yet drawn on, or paid any fees under, our Revolving Credit Facility since entering into the Revolving Credit Agreement on August 18, 2020. Future proceeds under the Revolving Credit Facility are available to fund loans and bridge capital contributions and for general corporate purposes. We did not incur any fees or costs related to the origination of the Revolving Credit Facility and we are not required to pay any commitment fees under the Revolving Credit Agreement. Our obligations under the Revolving Credit Agreement and the other loan documents delivered in connection therewith are secured by a first priority security interest in substantially all of our existing and future assets. The maturity date of the Revolving Credit Facility is the earlier of (i) December 31, 2021 and (ii) the closing date of any Refinancing Credit Facility.

Management Agreement

Pursuant to our Management Agreement, our Manager, a Delaware limited liability company and wholly-owned subsidiary of Castleground Holdings LLC (f/k/a Advanced Flower Capital Management, LLC, the parent company of our Manager (the “Parent Manager”)LLC), which is an entity that is over 70%75.0%, 10%10.0%, 3.0% and 5%1.6% beneficially owned by Mr. Tannenbaum, our Sponsor,Executive Chairman and Chief Investment Officer, Mrs. Tannenbaum, our President, Bernard D. Berman, a member of our Investment Committee and Mr. Kalikow,Neville, our Chief Executive Officer, respectively, manages our loans and our day-to-day operations, subject at all times to the further terms and conditions set forth in our Management Agreement and such further limitations or parameters as may be imposed from time to time by our Board.

Our Manager receives base management fees (“Base Management Fees”)Fees that are calculated and payable quarterly in arrears in cash, (i) in an amount equal to 0.375% of our Equity, determined as of the last day of each quarter, and (ii) will be reduced by only 50% of the aggregate amount of any other fees,Outside Fees, including any agency fees relating to our loans, but excluding the incentive compensation under the Management Agreement (“Incentive Compensation”)Compensation and any diligence fees paid to and earned by our Manager and paid by third parties in connection with our Manager’s due diligence of potential loans. Under no circumstances will the Base Management Fees be less than zero.

In addition to the Base Management Fees, our Manager receives Incentive Compensation with respect to each fiscal quarter (or portion thereof that our Management Agreement is in effect) based upon our achievement of targeted levels of Core Earnings (as defined in theour Management Agreement)., pursuant to the terms provided in our Management Agreement. To the extent earned by our Manager, the Incentive Compensation will be payable to our Manager quarterly in arrears in cash.

For the period beginning on July 31, 2020 (date of commencement of operations) and ending onyear ended December 31, 2020,2023, we paidincurred fees payable to our Managermanager for a Base Management Fee of $364,194,approximately $3.7 million, which was net of a Base Management Fee Rebate of $259,167.

Our Manager agreed to waive the Incentive Compensation for the period from July 31, 2020 (date of commencement of operations) through December 31, 2020, which would have been approximately $479,166.

For the six months ended June 30, 2021, our Manager earned a Base Management Fee of $850,756, which was net of a Base Management Fee Rebate of $420,450.

$1.7 million. The Incentive Compensation fee payable to our Manager for the six monthsyear ended June 30, 2021,December 31, 2023, was approximately $2,104,777.$10.4 million.

We pay all of our costs and expenses and reimburse our Manager or its affiliates for expenses of our Manager and its affiliates paid or incurred on our behalf, excepting only those expenses that are specifically the responsibility of our Manager pursuant to our Management Agreement. For the year ended December 31, 2023, our Manager was reimbursed for approximately $4.1 million for out-of-pocket costs incurred on our behalf.

Our Management Agreement provides that, upon termination of our Management Agreement under certain circumstances, a Termination Fee will be payable to our Manager by us in an amount equal to three times the sum of (i) the annual Base Management Fee and (ii) the annual Incentive Compensation, in each case, earned by our Manager during the 12-month period immediately preceding the most recently completed fiscal quarter prior to the date of termination.

Syndication LettersAFC Agent LLC

On February 14, 2021,AFC Agent LLC (“AFC Agent”), an entity wholly-owned by Mr. and Mrs. Tannenbaum, serves as the administrative agent to the lenders under the majority of our credit facilities, including our co-investments. We do not pay any consideration to AFC Agent for its services as administrative agent under such credit facilities. 

Investments in connectionLoans

From time to time, we may co-invest in loans with other investment vehicles managed by our management or our affiliates, including our Manager, and their borrowers, including by means of splitting commitments, participating in loans or other means of syndicating loans. We are not obligated to provide, nor have we provided, any financial support to the credit facility relatingother managed investment vehicles. As such, our risk is limited to the carrying value of our investment in any such loan. As of December 31, 2023, there were four co-invested loans held by us and an affiliate of ours. Two additional co-invested loans, with CRE Private Company A and CRE Private Company B, closed subsequent to December 31, 2023 as noted below.

Subsidiary of Private Company G (suchTransactions

In September 2021, we entered into a second amended and restated credit facility, the “Sub.agreement with Sub. of Private Co. G (“Sub. of Private Co. G Credit Facility”Agreement”) to, among other things, increase the total loan commitments by $53.4 million across three tranches, with $10.0 million of new loan commitments allocated to A BDC Warehouse, LLC (“ABW”), an affiliate of ours that is wholly-owned by Mr. and Mrs. Tannenbaum and a trust affiliated with Mr. and Mrs. Tannenbaum, and the remaining $43.4 million of new loan commitments allocated to us. ABW’s commitment was ultimately transferred to AFC Institutional Fund LLC (“AFCIF”), an entity beneficially owned in part by Mr. Tannenbaum, Mrs. Tannenbaum, and Jonathan Kalikow, our former Head of Real Estate and a former Director.

In August 2022, we entered into a syndication letter agreement (the “Initial Syndication Letter”) with our Manageran amendment, pursuant to allocate $24,150,000 (the “Manager Portion”) of the total $46,150,000 of loanswhich we committed an additional $8.1 million under the Sub. of Private Co. G Credit FacilityAgreement. Following the expansion, we now hold $73.5 million in commitments, of which we have funded approximately $71.1 million in total principal amount. As part of the expansion, the interest rate increased from a blended weighted-average rate across three tranches of 13.7% to our ManagerU.S. prime rate plus 10.3%, subject to fund or further allocate or syndicate. The Initial Syndication Letter also provides that our Manager shall act as administrative agent fora U.S. prime rate floor of 4.5%, per annum and the anticipated $46,150,000 credit facility and shall therefore be entitledPIK interest decreased from a blended weighted-average rate across three tranches of 1.8% to 0.0% per annum. In addition, during 2022, there were various amendments to the entiretySub. of any agentPrivate Co. G Credit Agreement, including, among other things, (i) pushing out the date for commencement of amortization payments from September 30, 2021 to October 1, 2023, (ii) increasing the amount of monthly amortization payments, (iii) changing the exit fee from 10% (reduced to 5% upon the satisfaction of certain criteria) to $8.35 million, a portion of which was paid upon execution of the amendment, (iv) adding a prepayment premium, (v) requiring the borrowers to make certain cash equity capital contributions, (vi) permitting 75% of accrued cash interest to instead be paid in kind for four months and (vii) including an excess cash flow sweep.

In April 2023, the Sub. of Private Co. G Credit Agreement was amended to, among other things and subject to certain terms and conditions, (i) amend certain cash equity capital contribution requirements, (ii) add additional real property to the collateral, (iii) extend the draw period, (iv) permit 75% of accrued cash interest due and owing to instead be paid in kind until and including the payment due May 1, 2023, subject to a monthly fee, and (v) modify the excess cash flow sweep. In September 2023, we entered into a forbearance agreement with Sub. of Private Co. G. pursuant to which we agreed to forbear from exercising certain remedies as a result of certain defaults under the Sub. of Private Co. G Credit Agreement. In exchange for such forbearance, Sub. of Private Co. G agreed to, among other things, sell certain assets, including certain collateral, the proceeds of which will be paid byapplied to the borroweroutstanding obligations under Sub. of Private Co. G Credit Agreement, to provide certain additional collateral, and was contemplatedto contribute additional cash equity to be 1.0% per annumheld in escrow by AFC Agent. During the fourth quarter of 2023, AFC Agent received $1.5 million from the sale of some of the totalcollateral assets of Sub. of Private Co. G, of which approximately $1.3 million was allocated to us and applied to the outstanding interest balance. We placed Subsidiary of Private Company G on non-accrual effective December 1, 2023 and will recognize income related to loan amount.activity only upon receipt of cash.

On February 22, 2021, we entered into an additional syndication letter agreement (the “Second Syndication Letter” and, together with the Initial Syndication Letter, the “Syndication Letters”) relating to the Credit Facility

TRANSACTIONS WITH RELATED PERSONSIn March 2024, we entered into a forbearance agreement with Subsidiary of Private Company G, pursuant to which we agreed to forbear from exercising certain remedies as a result of certain events of default under the credit agreement and under the forbearance agreement entered into with Subsidiary of Private Company G in September 2023. In exchange for such forbearance, Subsidiary of Private Company G agreed to, among other things, (i) contribute additional cash equity in an aggregate amount of not less than $3.0 million before April 30, 2024, (ii) sell certain assets, the proceeds of which will be applied to pay down outstanding obligations under the credit agreement, (iii) enter into a management services agreement with a third party with respect to Subsidiary of Private Company G’s operations in Pennsylvania, (iv) enter into a consulting or similar agreement with a third party with respect to Subsidiary of Private Company G’s operations in New Jersey, and (v) deliver additional reporting requirements. In addition, the existing credit agreement was amended by the forbearance agreement entered into with Subsidiary of Private Company G to, for the remaining life of the loan (so long as Subsidiary of Private Company G complies with its obligations under the forbearance agreement), (a) remove the financial covenants, (b) revise the existing cash flow sweep such that 75% of excess cash flow is paid toward current interest, accrued interest, lender expenses and principal, (c) change the interest rate on the loans to 12.5% per annum, a minimum portion of which is payable in cash pursuant to the excess cash flow sweep, and the remainder of which, if any, is paid in kind, and (d) remove required amortization payments.

with our ManagerThe aggregate amount of cash interest and AFC Investments, LLC, a Delaware limited liability companyPIK interest earned by us for the year ended December 31, 2023, was approximately $6.2 million and one of our affiliates that is beneficially owned by Mr. Tannenbaum and Mrs. Tannenbaum. Pursuant to the Second Syndication Letter, each party agreed that (i) we would severally and not jointly lend $22,000,000$3.9 million, respectively. The maturity date of the Sub. of Private Co. G Credit Facility, (ii) AFC Investments, LLC would severally and not jointly lend $24,150,000 of the Sub. of Private Co. G Credit Facility and (iii) each funding under the Sub. of Private Co. G Credit Facility would be made pro rata in proportion to each party’s commitments and each party would receive payments of interest, principal, fees and other amounts due to such party, including the allocation of original issue discount, on such pro rata basis.Agreement is May 1, 2026.

In April 2021, we entered into a loan commitment related to the Sub. of Private Co. G Credit Facility. The final loan commitment was for $22,000,000 and we hold the entire amount and no portion was syndicated to AFC Investments LLC. Our Manager serves as the administrative agent of the Sub. of Private Co. G Credit Facility and receives agent fees equal to 1.0% per annum of the total loan amount.

Private Company A Transactions

Private Company A Credit Agreement

On July 31, 2020, we acquired (pursuant toan interest in the Initial Portfolio Transaction) a credit agreementfacility with Private Company A (the “Private“Original Private Company A Credit Agreement” and, together with the related loan documents, the “Private Company A Credit Documents”Facility”) pursuant to which we and one other lender hold ainitially held senior secured term loan credit facility (the “Private Company A Credit Facility”)commitments in an aggregate principal amount of $40.0 million, of which our loan commitment constituted $32.0 million in principal amount. On October 23, 2020, we entered into an amendment to the Original Private Company A Credit AgreementFacility (the “Private Company A Amendment”) to, among other things, increase our loan commitment under the Original Private Company A Credit Facility by $2.0 million to an aggregate loan commitment of $34.0 million in principal amount. As of June 15, 2021, Private Company A had approximately $34.7 million outstanding attributable to our allocation of the Private Company A Credit Facility, which consisted of $34.0 million in initial funded principal amount and approximately $1.2 million in earned PIK interest added to the outstanding principal balance of the Private Company A Credit Facility, net of approximately $580,000 of principal repayment. Amortization of the Private Company A Credit Facility began on May 1, 2021 and approximately $580,000 of principal has been repaid through June 15, 2021. The Private Company A Credit Facility bears interest at a fixed rate of (i) 13.0% per annum, payable in cash, and (ii) 4.0% per annum, payable in kind. The aggregate amount of cash interest paid to us for the period from July 31, 2020 (the date we acquired the loan pursuant to the Initial Portfolio Transaction) to June 15, 2021 is approximately $3.4 million. The maturity date of the Private Company A Credit Facility is May 8, 2024. In February 2021, Mr. Tannenbaum acquired 9.6% of the equity interest of Private Company A on a fully-diluted basis through an investment vehicle, which represents approximately 10.7% of the outstanding equity interest of Private Company A as of June 15, 2021. In May and October 2020, AFC Warehouse, an entity in which Mr. Tannenbaum owns approximately 65% of the equity, acquired warrants exercisable in the aggregate for up to 6.3% of the equity in Private Company A on a fully-diluted basis, as of June 15, 2021. As of June 15, 2021, Mr. Tannenbaum’s equity interest in Private Company A totaled approximately 13.7% on a fully-diluted basis.

Waiver of Subsidiary Guarantor

In connection with the Private Company A Amendment, we and the other lender under the credit agreement governing our loan to Private Company A (such credit agreement and related loan documents, the “Private Company A Credit Documents”) granted the loan parties a waiver from, among other things, the affirmative covenants under the Private Company A Credit Documents requiring that the loan parties cause certain subsidiaries of the loan parties to provide a guarantee of, and pledge collateral securing, the loan parties’ obligations under the Private Company A Credit Agreement. This waiver was limited to a specific majority-owned subsidiary of Private Company A which Mr. Tannenbaum owns a minority 20% equity interest in.

Affiliated Debt Investments

In July 2021, Flower Loan Holdco, LLC (“FLH”), an affiliated entity in which Mr. Tannenbaum is the majority ultimate beneficial owner, (“FLH”), purchased approximatelya third-party lender’s interest in such lender’s $8.5 million portion of the senior secured credit facility withloan to Private Company A from a third-party lender,under the Original Private Company A Credit Facility, and the Company haswe had a 30-day option to purchase such amountinterest from FLH. TheWe, Private Company A and the Company’sour Manager, as agent subsequentlyfor the lenders under the Original Private Company A Credit Facility (in such capacity, the “Agent”), concurrently amended and restated the senior secured credit facility withOriginal Private Company A Credit Facility (the “A&R Private Company A Credit Facility”) to, among other things, increaseadd an additional tranche of loans, which increased the aggregate loan amountcommitments thereunder by $30.0 million, $10.0 million of which the agentour Manager syndicated to A BDC Warehouse, LLC (“ABW”), an affiliateABW, and $20.0 million of the Company that is wholly-ownedwhich was to be held by Mr. and Mrs. Tannenbaum. The amendment also allows for the borrower to draw up to an additional $20 million from a designee of the agent,Agent, subject to the agent’s satisfaction thatof certain conditions have been met.  precedent. The A&R Private Company A Credit Facility included an upfront fee of 4.0% on the aggregate amount funded of the original tranche of term loans payable on the closing date of the original tranche of term loans and an unused line fee of 2.0% of the amount of any unfunded portion of the term loans payable annually. In connection with certain financing accommodations, a fee of $750,000 was payable to the Agent by the borrower on the closing date thereof. The A&R Private Company A Credit Facility also included an original issue discount (“OID”) of $0.2 million payable on the closing date of the A&R Private Company A Credit Facility and $0.4 million payable to lenders subject to the satisfaction of certain conditions precedent.

In September 2021, we entered into (i) the September Loan Assignment with FLH, Private Company A and our Manager, as the agent, pursuant to which we acquired FLH’s interest in the $8.5 million portion of the loan to Private Company A, for a purchase price of approximately $8.5 million (which equaled the outstanding principal amount of the loan plus any accrued and unpaid interest and less any unaccreted original issue discount) and (ii) the September Commitment Assignment with our Manager, pursuant to which our Manager assigned to us its commitment to make loans to Private Company A under the A&R Private Company A Credit Facility in a principal amount of up to $20.0 million, which was funded in September 2021. We did not pay any consideration to our Manager for our acquisition of our Manager’s loan commitments under the A&R Private Company A Credit Facility pursuant to the September Commitment Assignment.

In December 2021, the A&R Private Company A Credit Facility was amended to among other things, (i) replace our Manager with AFC Agent, as the agent under the A&R Private Company A Credit Facility and (ii) add an additional tranche of loans, which increased the aggregate loan commitments thereunder by $20.0 million, which our Manager syndicated to FLH and two third party lenders (the “December Amendments”). Our total loan commitments to Private Company A did not change as a result of the December Amendments. In connection with the December Amendments, the then-existing lenders under the A&R Private Company A Credit Facility received an aggregate amendment fee of $0.5 million, distributed pro rata among such lenders in accordance with their then-existing loan commitments.

Separately, FLH entered into a new credit facility with Private Company A and a third-party lender in July 2021, under which the borrower mayPrivate Company A could draw up to $40.0 million in bridge term loans (the “Bridge Loan”Facility”), which is secured by collateral separate from collateral securing the Company’s credit facility.A&R Private Company A Credit Facility. The Bridge Facility was repaid in full in October 2021. In connection with the Bridge LoanFacility and a related equity raise by Private Company A, (the “Equity Raise”), theour Manager or its designees are(i) were entitled to (i) appoint three of the seven members of Private Company A’s board of directors and (ii) receive a number ofreceived warrants to purchase common stock of Private Company A. In connection with the Equity Raise,A in an investment vehicle controlled by Jonathan Kalikow, one of the Company’s directors and executive officers, acquired approximately 8.8%amount representing 5.1% of the equity interest of Private Company A on a fully-diluted basis. FollowingIn connection with the transactions described above,equity raise by Private Company A, an investment vehicle controlled by Mr. Kalikow, our former Head of Real Estate and a former director, acquired approximately 11.3% of the equity interest of Private Company A on a fully-diluted basis. As of December 31, 2023, Mr. Kalikow beneficially held or controlled, through investment vehicles and the Manager, a total of approximately 10.1%12.5% of Private Company A’s equity interest on a fully-diluted basis. As of the date of these transactions,December 31, 2023, Mr. Tannenbaum beneficially held approximately 16.7%22.6% of Private Company A’s equity interest on a fully-diluted basis through investment vehicles and the Manager, which amount reflects twofour separate acquisitions of additional equity of Private Company A by Mr. Tannenbaum, through various investment vehicles, from third-party stockholders during the three months ended June 30, 2021. Following the transactions described above, Mr. Tannenbaum beneficially held approximately 21.8%and purchase of stock directly from Private Company A’s equity interest on a fully-diluted basis through investment vehicles. Given Mr. Tannenbaum’s equity ownership, each ofA.

In February 2022, the transactions withA&R Private Company A described above were reviewedCredit Facility was amended to, among other things, increase the total loan commitments by $16.3 million in a fourth tranche senior term loan, with approximately $15.3 million allocated to the Company and approvedapproximately $1.0 million allocated to a third-party lender.

In November 2022, the A&R Private Company A Credit Facility was amended to, among other things, increase the total loan commitments by $10.0 million in a fifth tranche senior term loan, with approximately $7.1 million allocated to the Company’s Audit & Valuation CommitteeCompany, $1.4 million allocated to FLH and the remaining $1.5 million allocated to a third-party lender.

In March 2023, the A&R Private Company A Credit Facility was amended to, among other things and subject to certain terms and conditions, (i) increase the interest rate of certain tranches such that the Boardfacility has a uniform interest rate of 13.0% across certain tranches; (ii) reprioritize the allocation of principal and interest payments to first be applied to a specific tranche under the facility; and (iii) establish the requirement for a blocked account to hold the cash proceeds from the sale of certain assets and distribute such proceeds to the lenders. In October 2023, AFC Agent delivered a notice of default to Private Company A based on certain financial and other covenant defaults and began charging additional default interest of 5.0%, beginning as of July 1, 2023, in accordance with the Company’s Amendedterms of the Private Company A Credit Facility. In November 2023, Private Company A was placed into receivership to maintain the borrower’s operations and Restated Codemaximize value for the benefit of Business Conductits creditors. The court-appointed receiver began liquidating certain assets for the benefit of the creditors. The aggregate amount of cash interest and EthicsPIK interest earned by us for the year ended December 31, 2023 was approximately $9.3 million and $2.3 million, respectively. Each tranche of the terms loans includes an exit fee of 4.0% (excluding any unfunded portions of the additional tranche term loan amount), except for the third tranche, which includes an exit fee of 2.00% (excluding any unfunded portions of the additional tranche term loan amount). The maturity date of the A&R Private Company A Credit Facility is May 8, 2024.

AFC Agent, as the agent under the A&R Private Company A Credit Facility, earns an agent fee equal to 1.0% per annum on the outstanding principal amount of each tranche, which is payable by Private Company A annually. We do not pay any consideration to AFC Agent for its Related-Persons Transaction Policy.services as administrative agent under such credit facility.

During the year ended December 31, 2023, AFC Agent received approximately $48.2 million in total loan principal prepayments and $1.4 million in related exit fees from the borrower’s sale of some of its collateral assets, of which approximately $34.7 million in principal prepayments and $1.1 million in related exit fees were allocated to us relating to our pro rata portion of the A&R Private Company A Credit Facility and was applied to the outstanding principal balance. As of December 31, 2023, our outstanding principal balance under the A&R Private Company A Credit Facility was approximately $53.4 million.

Connecticut and New York OfficesPrivate Company I Credit Agreement

We currently maintain one of our executive offices at 777 West Putnam Ave., Greenwich, CT 06830. This office is leased by our Manager or one of its affiliates from Mr. Tannenbaum andOn July 14, 2021, we entered into a credit agreement with Private Company I pursuant to which we and ABW, provided a senior secured loan facility (the “Private Company I Credit Facility”) in an aggregate principal amount of approximately $15.5 million. ABW’s commitment was ultimately transferred to AFCIF. AFCIF holds approximately one-third of the termsloan’s aggregate principal amount as of our Management Agreement, we reimburse our Manager (or its affiliate, as applicable) for certain expenses relating to such office (including our pro-rata portion of telephone, printing, mailing, utilities, office furniture, equipment, machinery and other office, internal and overhead expenses), as well as expenses relating to disaster backup recovery sites and facilities maintained for us, our affiliates, our loans or our Manager or its affiliates as required for our operation. We do not have to reimburse our Manager for rent for the use of this office space. Our expenses related to this office have been less than $120,000 since inception. Mr. Kalikow operates out of New York from property that he owns and is reimbursed by the Manager for certain expenses relating to such office (including our pro-rata portion of telephone, printing, mailing, utilities, office furniture, equipment machinery and other office, internal and overhead expenses), as well as expenses relating to disaster backup recovery sites and, in turn, pursuant to the terms of our Management Agreement, we reimburse the Manager for such expenses. We do not have to reimburse our Manager for rent for the use of this office space. Our expenses related to this office have been less than $120,000 since inception.

Investments in Loans

From time to time, we may co-invest in loans with other investment vehicles managed by our management or our affiliates, including our Manager, and their borrowers, including by means of splitting commitments, participating in loans or other means of syndicating loans. We are not obligated to provide, nor have we provided, any financial support to the other managed investment vehicles. As such, our risk is limited to the carrying value ofDecember 31, 2023. On April 1, 2022, our investment in any such loan.the senior secured loan to Private Company I was transferred to TRS1.

In July 2021, a borrower refinanced their bridgeThe Private Company I Credit Facility bears interest at per annum rates of (i) 12.0% plus Secured Overnight Financing Rate (“SOFR”), payable in cash, and (ii) 4.5%, payable in kind (except to the extent amended as discussed further below). The Private Company I Credit Facility also contains an exit fee of 3.0%, an agent fee of 1.0% per annum of the outstanding term loan which had a maturity date of July 9, 2021 and an interest rate of 13.0%amount and OID of 4.0%. The new senior secured loanaggregate amount of $15.5cash interest and PIK interest earned by the Company for the year ended December 31, 2023 was approximately $0.6 million was syndicated byand $0.3 million, respectively. The maturity date of the Private Company I Credit Facility is August 1, 2026.

TRANSACTIONS WITH RELATED PERSONSIn May 2022, the Private Company I Credit Facility was amended to, among other things, increase the aggregate loan commitment by approximately $0.1 million, such that the loan commitment of TRS1 is approximately $10.4 million. In connection with the amendment, TRS1 also agreed to waive certain financial covenants for one fiscal quarter and amend the minimum net income financial covenant for certain fiscal quarters, subject to certain terms and conditions, including payment of an amendment fee. In October 2022, TRS1 entered into an amendment with Private Company I to, among other things, and subject to an amendment fee and certain terms and conditions, (i) increase the aggregate loan commitment by approximately $0.1 million, such that the loan commitment of TRS1 is approximately $10.5 million, (ii) waive certain financial covenants for one fiscal quarter, (iii) defer certain principal payments, (iv) permit 50% of cash interest to instead be paid in kind for four months and (v) increase the interest rate for interest paid in kind. In January 2023, TRS1 agreed, subject to certain terms and conditions (including payment of full cash interest, rather than partial PIK interest, which was previously agreed to), to defer an upcoming principal payment. In March 2023, TRS1 agreed, subject to an amendment fee and certain terms and conditions, to defer an upcoming principal payment and permit a portion of an upcoming cash interest payment to instead be paid in kind.

Company’s Manager betweenIn May 2023, Private Company I failed to pay its full principal and interest payments due May 1, 2023. AFC Agent promptly delivered a notice of an event of default based on this payment default and certain other defaults under Private Company I Credit Facility, accelerated all obligations due thereunder and subsequently initiated a foreclosing procedure in the Company and ABW, with ABW holding approximately one-thirdState of Maryland. In June 2023, we sold two-thirds of the Private Company I Credit Facility at par plus accrued interest to a multi-state cannabis operator and we have a put right on the remaining one-third immediately prior to the transfer of one of the borrower’s cannabis licenses. As of December 31, 2023, our outstanding principal amount. Additionally, For additional information regarding co-investments, see “—Syndication Letters” above.balance under the Private Company I Credit Facility was approximately $3.8 million.

Assigned RightsSubsidiary of Public Company H Credit Agreement

In connectionDecember 2021, we entered into a credit agreement with our investments in loans,Sub. of Public Company H (“Sub. of Public Company H Credit Agreement”), pursuant to which we, may from time to time receive an Assigned Right to acquire warrants and/or equity of a borrower. We will sell any Assigned Rights,together with ABW and the sale may be to one of our affiliates, subject to any such affiliate’s separate approval process and our related transactions policy, or a third-party buyer onlender, provided the market.Subsidiary of Public Company H with a $100.0 million senior secured credit facility. Of the aggregate $100.0 million in loan commitments, we committed $60.0 million, ABW committed $10.0 million, and a third-party lender committed $30.0 million of the aggregate principal amount. ABW’s commitment was ultimately transferred to AFCIF. The Sub. of Public Company H Credit Agreement contains an unused line fee of 3.0% per annum of the unused amount of the commitments, an agent fee of 0.75% per annum of the outstanding term loan amount and OID of 4.0%.

In October 2020, we sold2022, the Sub. of Public Company H Credit Agreement was amended to, AFC Warehouse, our affiliateamong other things, increase the total loan commitment by $50.0 million, of which is also managed by our Manager, Assigned Rights to acquire and/or assign (i) a warrant to purchase 540,732 shares of common stock of Private Company A at an exercise price of $0.01 per share and (ii) a warrant to purchase 551,768 shares of common stock of Private Company A at an exercise price of $0.75 per share for an aggregate purchase price of $217,783, representing the fair value of such Assigned Rights as$30.0 million of the new loan commitment was allocated pro rata to the Company, $5.0 million was allocated to AFCIF and the remaining $15.0 million was allocated to a third-party lender. As part of the expansion, the interest rate increased from a fixed rate of 9.8% to U.S. prime rate plus 5.8%, subject to a U.S. prime rate floor of 5.5%. The maturity date of such sale, as determined by our Board (based on various subjective and objective factors, including input from an independent third-party valuation firm) and approved by AFC Warehouse.the Sub. of Public Company H Credit Facility is January 1, 2026.

In November 2020, we also sold to AFC Warehouse an Assigned Right to acquire and/or assign a warrant to purchase 3,000,000 common shares ofApril 2023, the parent company of SubsidiarySub. of Public Company C at an exercise priceH Credit Agreement was amended to, among other things, (i) reduce the total loan commitment by $10.0 million ratably amongst the lenders, including us, of $0.375 per share for an aggregate purchase price of $858,216, representing the fair value of such Assigned Right aswhich $6.0 million of the datereduced commitment was allocated to us and $9.0 million of such sale, as determinedadditional principal was funded by our Board (based on various subjectiveus, (ii) strengthen the real estate coverage covenants and objective factors, including input from an independent third-party valuation firm) and approved by AFC Warehouse.(iii) require certain conditions precedent be met prior to disbursing funds to construction projects. 

InAs of December 2020, we also sold to AFC Warehouse an Assigned Right to acquire and/or assign a warrant to purchase 261 common shares31, 2023, the aggregate principal amount outstanding under the Sub. of PrivatePublic Company D at an exercise priceH Credit Agreement was approximately $84.0 million. The aggregate amount of $0.01 per sharecash interest earned by us for an aggregate purchase price of $573,469, representing the fair value of such Assigned Right as of the date of such sale, as determined by our Board (based on various subjective and objective factors, including input from an independent third-party valuation firm) and approved by AFC Warehouse.year ended December 31, 2023 was approximately $12.3 million.

In March 2021, we sold to AFC Warehouse an Assigned Right to acquire and/or assign a warrant to purchase 1,382,000 common shares of Private Company E, representing 10% of the fully-diluted equity of the company at such time, at an exercise price of $0.01 per share for an aggregate purchase price of $1,104,614, the fair value of such Assigned Right as of the date of such sale, as determined by our Board (based on various subjective and objective factors, including input from an independent third-party valuation firm) and approved by AFC Warehouse. On June 29, 2021, we sold to AFC Warehouse Holding, LLC, an affiliate of the Manager and us, an Assigned Right to acquire and/or assign a warrant to purchase 1,978,000 common shares of Private Company E, representing 10% of the fully-diluted equity of the company at such time, at an exercise price of $0.01 per share for an aggregate purchase price of $1,104,614, representing the fair value of such Assigned Right as of the date of such sale, as determined by management and a majority of independent directors (based on various subjective and objective factors, including input from an independent third-party valuation firm) and approved by AFC Warehouse.

Under the terms of its governing documents, AFC Warehouse, subject to any required approval by its board of directors and equity holders, is taking all necessary action to liquidate its assets and dissolve upon consummation of the IPO. This means that any future Assigned Rights will likely be sold to a third-party buyer on the market or one of our affiliates other than AFC Warehouse, which may be managed by our Manager or its affiliates. Mr. Tannenbaum intends to form a new entity to which we may sell future Assigned Rights, subject to such entity’s separate approval process and our related transactions policy. Our Manager intends to provide investment advisory and other management services to this entity and Mr. Tannenbaum is expected to be a significant equity holder in such entity.

Agreements Involving Sunrise Realty Trust, Inc. (“SUNS”)

Requirements for Proposals

Following the spin-off (the “Spin-Off”) of our commercial real estate portfolio into an independent, publicly traded REIT, named Sunrise Realty Trust, Inc. (“SUNS”). SUNS will be externally managed by Sunrise Manager LLC (“SUNS Manager”), an investment adviser with overlapping ownership to our Manager, and will be Considered for Inclusion75.0%, 10.0%, 3.0% and 1.6% beneficially owned by Mr. Tannenbaum, Mrs. Tannenbaum, Mr. Berman and Mr. Neville, respectively. Concurrently with the completion of the Spin-Off SUNS will enter into a management agreement with SUNS Manager (the “SUNS Management Agreement”). SUNS Manager will receive Base Management Fees that are calculated and payable quarterly in Proxy Materials. For your proposalarrears in cash, (i) in an amount equal to 0.375% of SUNS Equity, determined as of the last day of each quarter, and (ii) will be considered for inclusionreduced by only 50% of the aggregate amount of any Outside Fees, including any agency fees relating to SUNS’ loans, but excluding the Incentive Compensation and any diligence fees paid to and earned by SUNS Manager and paid by third parties in connection with SUNS Manager’s due diligence of potential loans. Under no circumstances will the Base Management Fees be less than zero. In addition to the Base Management Fees, SUNS Manager will receive Incentive Compensation with respect to each fiscal quarter (or portion thereof that the SUNS Management Agreement is in effect) based upon SUNS’ achievement of targeted levels of Core Earnings (as defined in the proxy statement for our 2022 annual meeting of stockholders, your written proposal mustSUNS Management Agreement), pursuant to the terms provided in the SUNS Management Agreement. To the extent earned by SUNS Manager, the Incentive Compensation will be received by our Secretary at our principal executive offices no later than April 19, 2022. and must complypayable to SUNS Manager quarterly in arrears in cash. SUNS Manager also intends to enter into an administrative services agreement with Rule 14a-8 under the Exchange Act regarding the inclusion of stockholder proposals in Company-sponsored proxy materials. If we change the dateTCG Services, a wholly-owned entity of the 2022 annual meeting of stockholdersTannenbaum Capital Group, an entity which is 79% and 10% beneficially owned by more than 30 days fromMr. and Mrs. Tannenbaum, respectively, that will set forth the anniversary of this year’s Annual Meeting, your written proposal must be received a reasonable time before we begin to print and mail our proxy materials for the 2022 annual meeting of stockholders.terms on which TCG Services will provide certain administrative services.

NominationsIn January 2024, SUNS and an affiliated entity with Mr. and Mrs. Tannenbaum, of Director Candidateswhich they beneficially own 85.3% and Proposals Not Intended for Inclusion0.9%, respectively, that was syndicated by the affiliate purchased an aggregate of approximately $56.4 million in Proxy Materials. If you intend to nominate an individual for election to our Boardloan commitments in a secured mezzanine loan facility with CRE Private Company A, of Directors at our 2022 annual meeting of stockholders or wish to present a proposal atwhich approximately $28.2 million was funded by SUNS and another approximately $28.2 million was funded by the 2022 annual meeting of stockholders but do not intend for such proposal to be includedaffiliated entity. SUNS and the affiliated entity are each 50.0% syndicate lenders in the proxy statement for such meeting, our Bylaws require that,secured mezzanine loan facility. The lenders have a right to convert the mezzanine loan to a first priority mortgage loan after the repayment of the existing senior loan and subject to certain other terms and conditions. Prior to the most recent amendment, the secured mezzanine loan bore interest at an annual rate of SOFR plus a 15.31% spread, subject to a SOFR floor of 2.42%. At the end of February 2024, the Company and the affiliated entity entered into an amendment to the secured mezzanine loan with CRE Private Company A, which among other things, stockholders give written notice(1) extended the maturity date to May 31, 2024, (2) removed the option to extend the maturity date and (3) increased the SOFR floor from 2.42% to 4.00%.

In January 2024, SUNS and the affiliated entity entered into a secured mezzanine loan facility with CRE Private Company B that was syndicated by the affiliate, consisting of the nomination or proposal to our Secretary at ouran aggregate of approximately $56.4 million in loan commitments, of which approximately $20.7 million of principal executive offices than no later than 5:00 p.m. Eastern Time on June 2, 2022 (the 120^th day before the first anniversarywas funded by SUNS as a result of the date of the preceding year’s annual meeting) nor earlier than May 3, 2022 (the 150^th day before the first anniversary of the date of the preceding year’s annual meeting) for the Annual Meeting. Notwithstanding the foregoing,its participation interest in the event that we changeloan and another approximately $20.7 million of principal was funded by the dateaffiliated entity. The secured mezzanine loan commitments were purchased by SUNS and the affiliated entity at a discount of the 2022 annual meeting1.0% for a net funding amount of stockholdersapproximately $20.4 million each, respectively. Approximately $15.0 million was established as an unfunded commitment, available to a date that is more than 30 days before the anniversary of the Annual Meeting, written notice by a stockholder must be given no earlier than the 150^th day priordrawn to the date of the 2022 annual meeting of stockholders and no later than 5:00 p.m. Eastern Timepay interest on the latersecured mezzanine loan, of (i)which SUNS is responsible for $7.5 million. SUNS and the 120^th day prior to the date of the 2022 annual meeting of stockholders or (ii) the tenth day following the day on which public announcement of the 2022 annual meeting of stockholders is made. Stockholder proposals not intended to be includedaffiliated entity are each 50.0% syndicate lenders in the proxy statement or nominations for director candidates that do not meet the notice requirements set forth abovesecured mezzanine loan facility. The secured mezzanine loan bears interest at an annual fixed rate of 13.00% and further describedmatures in Article II, Section 11 of our Bylaws will not be acted upon at the 2022 annual meeting of stockholders.May 2027.

We do not know of any other matter that will be brought before the Annual Meeting. However, if any other matter properly comes before the Annual Meeting or any adjournment(s) or postponement(s) thereof, which may properly be acted upon, the proxyholders named in the proxies solicited by the Board of Directors will have the authority to vote all proxies received with respect to such matters in their discretion, and it is their intention to vote such proxies in accordance with the recommendation of the Board of Directors.

As permitted by the Exchange Act, only one copy of our proxy materials is being delivered to stockholdersshareholders of record residing at the same address and who did not receive a Notice of Internet Availability or otherwise receive their proxy materials electronically, unless such stockholdersshareholders have notified us of their desire to receive multiple copies of our proxy materials. This is known as householding. We will promptly deliver, upon oral or written request, a separate copy of the proxy materials to any stockholdershareholder residing at an address to which only one copy was mailed. StockholdersShareholders who currently receive multiple copies of proxy materials at their address and would like to request householding of their communications should contact us. Requests for additional copies or requests for householding for this year or future years should be directed in writing to Householding Department of Broadridge Financial Solutions, Inc. at 51 Mercedes Way, Edgewood, New York 11717, or at 1-866-540-7095.

Our 20202023 Annual Report has been postedis available on our corporate website at https://investors.afcgamma.com/investors.afcgamma.com and on the Internet at www.proxyvote.com. For stockholdersshareholders receiving a Notice of Internet Availability, instructions on how to request a printed copy of our proxy materials and 20202023 Annual Report are included in the Notice of Internet Availability. StockholdersShareholders receiving a printed copy of this Proxy Statement have also received a copy of our 20202023 Annual Report. We will provide, without charge, a copy of our 20202023 Annual Report for the fiscal year ended December 31, 20202023 (including the financial statements but excluding the exhibits thereto) upon the written request of any stockholdershareholder or beneficial owner of our common stock.Common Stock. Requests should be directed to our Secretary, at the following address:

AFC Gamma, Inc.
525 Okeechobee Blvd., Suite 17701650
West Palm Beach, FL, 33401

Requirements for Proposals to be Considered for Inclusion in Proxy Materials.

For your proposal to be considered for inclusion in our proxy statement for the 2025 annual meeting of shareholders, your written proposal must be received by our Secretary at our principal executive offices no later than December 10, 2024, and must comply with Rule 14a-8 under the Exchange Act regarding the inclusion of shareholder proposals in Company-sponsored proxy materials. If we change the date of the 2025 annual meeting of shareholders by more than 30 days from the anniversary of this year’s Annual Meeting, your written proposal must be received a reasonable time before we begin to print and mail our proxy materials for the 2025 annual meeting of shareholders.

Shareholder Proposals and Nomination of Director Candidates Not Intended for Inclusion in Proxy Materials.

If you intend to nominate an individual for election to our Board of Directors at our 2025 annual meeting of shareholders or wish to present a proposal at the 2025 annual meeting of shareholders but do not intend for such proposal to be included in the proxy statement for such meeting, our Bylaws require that, among other things, shareholders give written notice of the nomination or proposal to our Secretary at our principal executive offices than no later than 5:00 p.m. Eastern Time on January 23, 2025 (the 120th day before the first anniversary of the date of the preceding year’s annual meeting) nor earlier than December 24, 2024 (the 150th day before the first anniversary of the date of the preceding year’s annual meeting) for the Annual Meeting. Notwithstanding the foregoing, in the event that we change the date of the 2025 annual meeting of shareholders to a date that is more than 30 days before the anniversary of the Annual Meeting, written notice by a shareholder must be given no earlier than the 150th day prior to the date of the 2025 annual meeting of shareholders and no later than 5:00 p.m. Eastern Time on the later of (i) the 120th day prior to the date of the 2025 annual meeting of shareholders or (ii) the tenth day following the day on which public announcement of the 2025 annual meeting of shareholders is made. Shareholder proposals not intended to be included in the proxy statement or nominations for director candidates that do not meet the notice requirements set forth above and further described in Article II, Section 11 of our Bylaws will not be acted upon at the 2025 annual meeting of shareholders. 

In addition, a shareholder who intends to solicit proxies in support of director nominees other than the Company’s nominees at the 2025 annual meeting of shareholder must deliver written notice to the Company setting forth the information required by Rule 14a-19 under the Exchange Act no later than March 24, 2025. If we change the date of the 2025 annual meeting of shareholder by more than 30 days from the date of this year’s Annual Meeting, your written notice must be received by the later of 60 days prior to the date of the 2025 annual meeting of shareholders or the 10th calendar day following the day on which public announcement of the date of the 2025 annual meeting of shareholder is first made. The notice requirement under Rule 14a-19 is in addition to the applicable notice requirements under our Bylaws as described above.

We are using the SEC rule that allows companies to furnish their proxy materials over the Internet. As a result, we are mailing to most of our stockholdersshareholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) instead of a printed copy of this Proxy Statement and our 20202023 Annual Report. The Notice of Internet Availability contains instructions on how stockholdersshareholders can access those documents over the Internet and vote their shares. The Notice of Internet Availability also contains instructions on how each of those stockholdersshareholders can receive a printed copy of our proxy materials, including this Proxy Statement, our 20202023 Annual Report and a proxy card or voting instruction form. All stockholdersshareholders who do not receive a Notice of Internet Availability or a copy of the proxy materials by email will receive a printed copy of the proxy materials by mail. We believe this process will expedite stockholders’shareholders’ receipt of proxy materials, lower the costs of our Annual Meeting and conserve natural resources.

We are first mailing the Notice of Internet Availability to our stockholdersshareholders on or about August 17, 2021.April 9, 2024. For stockholdersshareholders who have affirmatively requested printed copies of proxy materials, we intend to first mail printed copies of this Proxy Statement, the accompanying proxy card or voting instruction form and our 20202023 Annual Report on or about August 17, 2021.April 9, 2024.

What items of business will be voted on at the Annual Meeting?

The items of business scheduled to be voted on at the Annual Meeting are:

StockholdersShareholders will also be asked to consider and transact such other business as may properly come before the Annual Meeting or any postponement or adjournment of the meeting.

How does the Board of Directors recommend I vote on these proposals?

Our Board of Directors recommends that you vote your shares:

Who is entitled to vote?

Only stockholdersshareholders of record at the close of business on August 11, 2021March 26, 2024 (the “Record Date”) will be entitled to notice of and to vote at the Annual Meeting. As of the Record Date, there were 16,435,57020,667,094 shares of our common stockCommon Stock outstanding and entitled to vote at the Annual Meeting.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

What is the difference between a “beneficial owner” and a “stockholder“shareholder of record”?

Whether you are a “beneficial owner” or a “stockholder“shareholder of record” with respect to your shares depends on how you hold your shares:

CanHow can I attend the Annual Meeting?

We will be hosting the Annual Meeting live via the Internet. You will not be able to attend the Annual Meeting in person. Only shareholders and our invited guests are invited to attend the Annual Meeting. Any stockholdershareholder can listen to and participate in the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/AFCG2021.AFCG2024. Our virtual annual meeting allows stockholdersshareholders to submit questions and comments beforeduring the 15 minutes prior to the meeting and during the meeting. After all proposals are presented at the meeting and to the extent time allows, we will spend upa few minutes responding to 15 minutes answering stockholderappropriate shareholder questions thatsubmitted during the Annual Meeting. All questions must comply with the meetingmeeting’s rules of conduct; the rules of conduct, which will be posted on the virtual meeting web portal. To the extent time doesn’t allow us to answer all of the appropriately submitted questions, we may answer them in writing on our investor relations website, at https://investors.afcgamma.com/investors.afcgamma.com soon after the meeting. If we receive substantially similar questions we will group such questionsmay be grouped together and providewith a single response to avoid repetition.

The Annual Meeting webcast will begin promptly at 10:00 a.m. Eastern Time. We encourage you to access the Annual Meeting webcast prior to the start time. Online check-in will begin and stockholders may begin submitting written questions, at 9:45 a.m. Eastern Time,15 minutes prior to the meeting and you should allow ample time for the check-in procedures.

WhatHow do I need in order to be able toaccess and participate in the Annual Meeting?

You will need the control number included on your Notice of Internet Availability or your proxy card or voting instruction form (if you received a printed copy of the proxy materials) or included in the email to you if you received the proxy materials by email in order to be able to vote your shares or submit questions during the Annual Meeting. If you do not have your control number, you will not be able to access and listen to the Annual Meeting but you will not be able to vote your shares or submit questions during the Annual Meeting.Meeting.

WeThe virtual meeting host will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting or submitting questions.web portal. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log invirtual meeting log-in page.

Why is the Company holding the Annual Meeting virtually?

We are embracing technology to provide expanded access, improved communication, reduced environmental impact and cost savings for our stockholdersshareholders and the Company. Hosting a virtual meeting enables increased stockholdershareholder attendance and participation since stockholdersshareholders can participate and ask questions from any location around the world, and provides us an opportunityworld. In comparison to give thoughtful responses. In addition,typical in-person meetings, we intend thatbelieve the virtual meeting format provide stockholdersenables more meaningful engagement and a similargreater level of transparency to the traditional in-person meeting format and we take steps to ensure such an experience.information sharing with a broader group of shareholders. Our stockholdersshareholders will be afforded the same

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

equivalent opportunities to participate atduring the virtualvirtual-format Annual Meeting as they would at ana typical in-person annual meeting of stockholders.shareholders.

How do I vote?

What is the deadline for voting my shares if I do not attend the Annual Meeting?

If you are a stockholdershareholder of record, your proxy must be received by telephone or the Internet by 11:59 p.m. Eastern Time on September 29, 2021May 22, 2024 in order for your shares to be voted at the Annual Meeting. If you are a stockholdershareholder of record and you received a printed set of proxy materials, you also have the option of completing, signing, dating and returning the proxy card enclosed with the proxy materials before the Annual Meeting in order for your shares to be voted at the meeting.Annual Meeting. If you are a beneficial owner of shares of our common stock, please comply with theCommon Stock, you will also need to refer to any other deadlines included in the voting instructions provided by the bank, broker or other nominee that holds your shares.

CanHow can I revoke or change my vote after I submitted my proxy?

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

How will my shares be voted if I do not provide specific voting instructions in the proxy or voting instruction form I submit?instructions?

If you are a stockholdershareholder of record and you sign and return a proxy card without giving specific voting instructions on one or more of the proposals, then Mr. Brandon Hetzel and Mr. Gabriel Katz, as the persons named as proxy holders in the proxy holderscard, will vote your shares in the manner recommended by the Board on those proposals as presented in this Proxy Statement.

If you are a beneficial shareholder and your shares are held in the name of a broker, the broker is bound by the rules of the New York Stock Exchange regarding whether or not it can exercise discretionary voting power for any particular proposal if the broker has not received voting instructions from you. Brokers have the authority to vote shares for which their customers do not provide voting instructions only on certain “routine” matters. Proposal 2 (Ratification of appointment of CohnReznick LLP as our independent registered public accounting firm) is considered routine and may be voted upon by your broker if you do not submit voting instructions. Proposal 1 (Election of Directors) is considered non-routine. Consequently, if you hold your shares of common stock in street name through a brokerage account and do not submit voting instructions to your broker, bank or nominee, please referyour broker may exercise its discretion to the instructions provided by the broker, bank or other nominee that holdsvote your shares for an explanation of howon Proposal 2, but will not be permitted to vote your shares on Proposal 1. If your broker exercises this discretion, your shares will be voted if you signon Proposal 2 in the manner directed by your broker, but your shares will constitute broker non-votes on Proposal 1 and return a voting instruction form without giving specific voting instructions on one or morewill not be counted in determining the outcome of the proposals.that item.

As to any other business that may properly come before the Annual Meeting, all properly submitted proxies will be voted by the proxyholderspersons named as proxy holders in the proxy card, in their discretion, on such matters. We do not presently know of any other business that may come before the Annual Meeting.

How many shares must be present or representedWhat constitutes a quorum to conduct business at the Annual Meeting?

The presence in person or by proxy of stockholdersshareholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting on any matter will constitute a quorum for the transaction of business at the Annual Meeting and any adjournments or postponements thereof. If you submit a proxy or voting instructions, your shares will be counted for purposes of determining the presence or absence of a quorum, even if you abstain from voting your shares. Broker non-votes (as discussed below)above) will also be counted for purposes of determining the presence of a quorum at the Annual Meeting. If a quorum is not present, our Bylaws provide that the Annual Meeting may be adjourned by the chairperson.

What vote is required to approve each of the proposals?

Each share of our common stockCommon Stock outstanding at the close of business on the Record Date is entitled to one vote on each of the two director nominees and one vote on each other matter that may be presented for consideration and action by the stockholdersshareholders at the Annual Meeting.

For purposes of Proposal 1 (election of directors), you may vote FOR ALL of the nominees, WITHHOLD your vote from all of the nominees or WITHHOLD your vote from any one of the nominees. Our Bylaws provide for a plurality voting standard for the election of directors. Under this voting standard, the two director nominees receiving the highest number of affirmative votes will be elected as Class I directors to serve until the 20242027 annual meeting of stockholdersshareholders and until their respective successors are duly elected and qualified.

For purposes of Proposal 2 (ratification of the appointment of CohnReznick LLP as our independent registered public accounting firm), you may vote FOR, AGAINST or ABSTAIN. Approval of Proposal 2 requires the affirmative vote of a majority of the votes cast at the Annual Meeting.

Please be aware that Proposal 2 is advisory only and is not binding on the Company. Our Board of Directors will consider the outcome of the votes on this item in considering what action, if any, should be taken in response to the advisory vote by stockholders.shareholders.

What effect do withhold votes, abstentions and broker non-votes have on the proposals?

For Proposal 1 (election(Election of directors)Directors), shares voted “WITHHOLD” and broker non-votes will not be counted in determining the outcome of a director nominee’s election. For Proposal 2 (ratification(Ratification of the appointment of CohnReznick LLP

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

as our independent registered public accounting firm), a vote to “ABSTAIN” with respect to such proposals is not treated as a vote cast and will not be counted in determining the outcome of the vote on the proposal. No broker non-votes are expected on Proposal 2.

If you are a beneficial stockholder that holds your shares through a brokerage account and you do not submit voting instructions to your broker, your broker may generally vote your shares in its discretion on routine matters. However, a broker cannot vote shares held for a beneficial stockholder on non-routine matters, unless the broker receives voting instructions from the beneficial stockholder. Proposal 2 (ratification of CohnReznick LLP as our independent registered public accounting firm) is considered routine and may be voted upon by your broker if you do not submit voting instructions. Proposal 1 (election of directors) is considered non-routine.

Consequently, if you hold your shares through a brokerage account and do not submit voting instructions to your broker, your broker may exercise its discretion to vote your shares on Proposal 2, but will not be permitted to vote your shares on Proposal 1. If your broker exercises this discretion, your shares will be voted on Proposal 2 in the manner directed by your broker, but your shares will constitute broker non-votes on Proposal 1 and will not be counted in determining the outcome of that item.

Who will bear the costs of solicitation?

The accompanying proxy is being solicited on behalf of our Board of Directors. The cost of preparing, assembling and mailing the Notice of Annual Meeting of Stockholders,Shareholders, the Notice of Internet Availability, this Proxy Statement and form of proxy and the 20202023 Annual Report, the cost of making such materials available on the Internet and the cost of soliciting proxies and holding our virtual meeting of stockholdersshareholders will be paid by us. In addition to use of the mails, we may solicit proxies in person or by telephone, facsimile or other means of communication by certain of our directors, officers, and regular employees who will not receive any additional compensation for such solicitation. We will also reimburse brokers or other persons holding our common stockCommon Stock in their names or the names of their nominees for the expenses of forwarding soliciting material to their principals.

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