AFC Gamma Inc

2024 Annual Meeting of Shareholders

To Be Held Thursday, May 23, 2024

AFC Gamma, Inc.’s Board of Directors is soliciting your proxy for the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) to be held virtually on Thursday, 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 Shareholders accompanying this Proxy Statement. This Proxy Statement and our Annual Report for the year ended December 31, 2023 (the “2023 Annual Report”) are first being made available to shareholders on or about April 9, 2024.

We will be hosting the Annual Meeting via live audio webcast. Shareholders will be able to virtually attend the Annual Meeting 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. 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 entire proxy statement with care before voting.

MEETING INFORMATION

2024 Annual Meeting of Shareholders

Voting

Shareholders 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. Shareholders of record may vote as follows:

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

Voting Matters