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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025
☐		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-56320

AB COMMERCIAL REAL ESTATE PRIVATE DEBT FUND, LLC

(Exact name of registrant as specified in its charter)


Delaware	87-1137341
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

66 Hudson Boulevard East

New York, New York 10001

(Address of principal executive offices and zip code)

(212) 486-5800

(Registrant’s telephone number, including area code)

Securities registered pursuant to section 12(b) of the Act:


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

—	—	—

Securities registered pursuant to section 12(g) of the Act:

Limited liability company units

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☒

As of May 14, 2025 the registrant had 36,304,697 units of limited liability company interests outstanding. No market value has been computed based upon the fact that no active trading market had been established as of the date of this document.

Documents Incorporated by Reference

None.

AB COMMERCIAL REAL ESTATE PRIVATE DEBT FUND, LLC FORM

10-Q FOR THE QUARTER ENDED MARCH 31, 2025

Table of Contents


	INDEX	PAGE NO.

PART I.	FINANCIAL INFORMATION	1

Item 1.	Financial Statements	1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37

Item 4.	Controls and Procedures	39

PART II.	OTHER INFORMATION	40

Item 1.	Legal Proceedings	40

Item 1A.	Risk Factors	40

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40

Item 3.	Defaults Upon Senior Securities	40

Item 4.	Mine Safety Disclosures	40

Item 5.	Other Information	40

Item 6.	Exhibits	41

SIGNATURES		42

AB Commercial Real Estate Private Debt Fund, LLC

Consolidated Balance Sheets

(in thousands)


	As of March 31, 2025 (Unaudited)			As of December 31, 2024
Assets
Loan receivables held for investment, net, at amortized cost
Mortgage loans receivable	$	948,185		$	867,687
Allowance for credit losses		(6,142	)		(6,127	)
Equity method investments		28,129			31,045
Cash and cash equivalents		10,800			10,913
Accrued interest receivable		4,158			5,538
Other assets		69			52
Deferred financing costs, net		845			1,208
Total assets	$	986,044		$	910,316
Liabilities and Members’ Capital
Liabilities
Credit facility	$	133,000		$	38,000
Repurchase agreement		287,344			246,491
Notes payable		205,787			261,037
Distribution payable		8,010			8,269
Redemption payable		2,917			4,094
Related party payables and accrued expenses (See Note 8)		554			1,158
Reimbursement payable (see Note 8)		—			168
Incentive fee payable (see Note 8)		675			1,152
Management fee payable (see Note 8)		2,444			2,459
Accounts payable and accrued expenses		3,657			2,868
Other liabilities		324			509
Total liabilities	$	644,712		$	566,205
Commitments and contingencies (see Note 10)		—			—
Members’ capital
Common units (36,304,697 and 36,290,817 units issued and outstanding at March 31, 2025 and December 31, 2024)	$	354,649		$	354,488
Distributions in excess of earnings		(13,317	)		(10,377	)
Total member’s capital		341,332			344,111
Total liabilities and members’ capital	$	986,044		$	910,316

See Notes to Consolidated Financial Statements

AB Commercial Real Estate Private Debt Fund, LLC

Consolidated Statements of Income

(in thousands) (Unaudited)


	For the Three months Ended March 31,
	2025			2024
Net interest income
Interest income net of amortization/accretion	$	17,015		$	16,757
Interest expense		(9,784	)		(8,394	)
Net interest income		7,231			8,363
Provision for credit losses		(15	)		(3,164	)
Net interest income after provision for credit losses		7,216			5,199
Operating Expenses:
Management fees (see Note 8)		1,221			1,033
Incentive fees (see Note 8)		170			749
Professional fees		302			269
Administration and custodian fees		443			249
Other expenses		10			3
Total operating expenses		2,146			2,303
Other Income:
Reimbursement - Investment Manager (see Note 8)		—			(104	)
Income (loss) from equity method investments		(681	)		609
Other income		681			590
Total other income		—			1,095
Net Income	$	5,070		$	3,991

Net income per unit (basic and diluted)	$	0.14		$	0.13
Weighted average units outstanding		36,398,943			30,207,369

See Notes to Consolidated Financial Statements

AB Commercial Real Estate Private Debt Fund, LLC

Consolidated Statements of Changes in Members’ Capital

(in thousands) (Unaudited)


	Common Units
	Units			Paid in Capital In Excess of Par			Distributions in Excess of Earnings			Total Members’ Capital
Members’ capital at December 31, 2024		36,290,817		$	354,488		$	(10,377	)	$	344,111
Issuance of common units		324,379			3,078			—			3,078
Redemption of common units		(310,499	)		(2,917	)		—			(2,917	)
Net Income		—			—			5,070			5,070
Distributions declared		—			—			(8,010	)		(8,010	)
Members capital at March 31, 2025		36,304,697		$	354,649		$	(13,317	)	$	341,332


	Common Units
	Units		Paid in Capital In Excess of Par		Distributions in Excess of Earnings			Total Members’ Capital
Members’ capital at December 31, 2023		30,006,873	$	294,615	$	(5,431	)	$	289,184
Issuance of common units		310,904		2,987		—			2,987
Net Income		—		—		3,991			3,991
Distributions declared		—		—		(8,143	)		(8,143	)
Members capital at March 31, 2024		30,317,777	$	297,602	$	(9,583	)	$	288,019

See Notes to Consolidated Financial Statements

AB Commercial Real Estate Private Debt Fund, LLC

Consolidated Statements of Cash Flows

(in thousands) (Unaudited)


	For the Three Months Ended March 31, 2025			For the Three Months Ended March 31, 2024
Cash flows from operating activities
Net Income	$	5,070		$	3,991
Adjustments to reconcile net income to net cash provided by operating activities
Amortization of net loan fees and discount/premiums on loans receivable		(675	)		(936	)
Income from equity method investments		681			(609	)
Distributions of earnings from equity method investments		489			1,120
Amortization of deferred financing costs		425			241
Provision for credit loss		15			3,164
Increase or decrease in operating assets and liabilities
Decrease in accrued interest receivable		1,380			70
Decrease in other assets		(17	)		(21	)
Decrease in reimbursement receivable	—				147
(Decrease) in related party payables and accrued expenses		(1,079	)		(65	)
Increase in reimbursement payable		307		—
(Decrease) increase in incentive fee payable		(477	)		749
(Decrease) increase in management fee payable		(15	)		1,032
Increase in accounts payable and accrued expenses		789			217
(Decrease) increase in other liabilities		(185	)		410
Net cash provided by operating activities		6,708			9,510
Cash flows from investing activities
Origination and purchase of mortgage loan receivables		(202,072	)		(2,953	)
Subsequent draws on mortgage loan receivables		(3,907	)		—
Repayment of mortgage loan receivables		126,156			12,000
Distributions from equity method investments in excess of earnings		1,747			—
Net cash (used for) provided by investing activities		(78,076	)		9,047
Cash flows from financing activities
Issuance of common units		3,078			2,987
Distributions paid		(8,269	)		(8,233	)
Decrease in redemption payable		(4,094	)		—
Credit facility borrowings		203,700			—
Credit facility paydowns		(108,700	)		—
Repurchase agreement borrowings		41,300			—
Repurchase agreement paydowns		(447	)		(9,600	)
Note payable borrowings		—			—
Note payable paydowns		(55,250	)		—
Deferred financing costs paid		(63	)		(36	)
Net cash provided by (used for) financing activities		71,255			(14,882	)
Net (decrease) increase in cash and cash equivalents		(113	)		3,675
Cash and cash equivalents, beginning of period		10,913			26,622
Cash and cash equivalents, end of period	$	10,800		$	30,297
Supplemental financing activities
Cash paid during the period for interest	$	9,128		$	8,357
Redemptions payable	$	2,917		$	—

See Notes to Consolidated Financial Statements

AB Commercial Real Estate Private Debt Fund, LLC

Notes to Consolidated Financial Statements

March 31, 2025

Organization and Business Purpose

AB Commercial Real Estate Private Debt Fund, LLC (the “Company”) is a Delaware limited liability company formed on June 1, 2021 (“Formation”) to operate as a private investment entity generally for qualified US investors which commenced operations in December 2021. The Company has elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). The investment objective of the Company is to generate attractive risk-adjusted returns through investments primarily in loans secured by high quality commercial real estate properties located in the United States. The Company seeks to prioritize capital preservation and high current income by investing primarily in directly originated first mortgage loans, senior and junior mezzanine loans, B-notes, second mortgages or other subordinated loans. To a lesser extent, the Company invests in the following: legacy, new issue, and single-borrower commercial mortgage backed securities (“CMBS”); commercial real estate- related securities; performing, sub-performing and non-performing/distressed loans; and net leased assets. While the Company focuses mainly on loans directly secured by commercial real estate-related assets, it also has the flexibility to invest in other types of debt investments, including unsecured debt of entities that directly or indirectly own real property or real estate-related debt, and invests in commercial real estate-related preferred and common equity interests where doing so is in keeping with the investment objective.

The Company conducts private offerings of its Units to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Company’s initial private offering of Units (the “Private Offering”) has been conducted in reliance on Regulation D under the Securities Act. Any investors in our Private Offering are required to be “accredited investors” as defined in Regulation D of the Securities Act. The limited liability company units in the Company (the “Units”) are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) pursuant to a Form 10 Registration Statement (the “Form 10 Registration Statement”). Accordingly, the Company is currently required to comply with certain reporting requirements set forth in the Exchange Act, including the filing of annual, quarterly and current reports, proxy statements and other information with the U.S. Securities and Exchange Commission (the “SEC”).

AllianceBernstein L.P. (the “Investment Manager” or “AllianceBernstein”), a Delaware limited partnership and an affiliate of a shareholder, serves as the investment manager of the Company pursuant to the Management Agreement. The investment management services are provided by the Investment Manager in accordance with the Company’s investment objectives and policies. The Investment Manager is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Pursuant to the Management Agreement, the Investment Manager is responsible for management of the portfolio of the Company and any subsidiary.

The Company commenced operations during December 2021.

Significant Accounting Policies

The following is a summary of significant accounting policies followed by the Company.

Basis of Presentation and Consolidation

The accompanying consolidated financial statements and related notes of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The Company will generally consolidate entities (i) it controls through either majority ownership or voting rights or (ii) management determines that the Company is the primary beneficiary of entities deemed to be variable interest entities (“VIEs”). Accordingly, the Company consolidated the results of its subsidiaries (AB CRE PDF Member I LLC, a wholly owned entity formed to hold assets and be the borrower under the Company’s repurchase agreement—see Note 7, AB CRE PDF Athena LLC, a wholly owned entity, AB CRE PDF TNVA1 LLC, a wholly owned entity and AB CRE PDF Lending C LLC, a wholly owned entity) in its consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of these financial statements require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ.

Mortgage Loan Receivables Held for Investment

Loans for which the Company has the intention and ability to hold for the foreseeable future, or until maturity or payoff, are reported at their outstanding principal balances net of any unearned income, unamortized deferred fees or costs, premiums or discounts and an allowance for credit losses. Loan origination fees and direct loan origination costs are deferred and recognized in interest income over the estimated life of the loans using the effective interest method, adjusted for actual prepayments. Upon the decision to sell such loans, the Company will transfer the loan from mortgage loan receivables held for investment to mortgage loan receivables held for sale at the lower of carrying value or fair value on the consolidated balance sheets.

Provision for Loan Losses

The Company uses a current expected credit loss model (“CECL”) for estimating the provision for loan losses on its loan portfolio. The CECL model requires the consideration of possible credit losses over the life of an instrument and includes a portfolio-based component and an asset-specific component. In compliance with the CECL reporting requirements, the Company supplemented its existing credit monitoring and management processes with additional processes to support the calculation of the CECL reserves. The credit loss model is a forward-looking, econometric, commercial real estate loss forecasting tool. It is comprised of a probability of default model and a loss given default model that, layered together with user’s loan-level data, selected forward-looking macroeconomic variables, and pool-level mean loss rates, produces life of loan expected losses at the loan and portfolio level. Where management has determined that the credit loss model does not fully capture certain external factors, including portfolio trends or loan-specific factors, a qualitative adjustment to the reserve, is recorded.

The asset-specific reserve component relates to reserves for losses on individually impaired loans. The Company evaluates each loan for impairment at least quarterly. Impairment occurs when it is deemed probable that the Company will not be able to collect all amounts due according to the contractual terms of the loan. If the loan is considered to be impaired, an allowance is recorded to reduce the carrying value of the loan to the present value of the expected future cash flows discounted at the loan’s effective rate or the fair value of the collateral, less the estimated costs to sell, if recovery of the Company’s investment is expected solely from the collateral. The Company may use the direct capitalization rate valuation methodology or the sales comparison approach to estimate the fair value of the collateral for such loans and in certain cases will obtain external appraisals and take into account potential sale bids. Determining fair value of the collateral may take into account a number of assumptions including, but not limited to, cash flow projections, market capitalization rates, discount rates and data regarding recent comparable sales of similar properties. Such assumptions are generally based on current market conditions and are subject to economic and market uncertainties.

The Company’s loans are typically collateralized by real estate directly or indirectly. As a result, the Company regularly evaluates the extent and impact of any credit deterioration associated with the performance and/or value of the underlying collateral property as well as the financial and operating capability of the borrower/sponsor on a loan-by-loan basis. Specifically, a property’s operating results and any cash reserves are analyzed and used to assess (i) whether cash flow from operations is sufficient to cover the debt service requirements currently and into the future, (ii) the ability of the borrower to refinance the loan at maturity, and/or (iii) the property’s liquidation value. The Company also evaluates the financial wherewithal of any loan guarantors as well as the borrower’s competency in managing and operating the properties. In addition, the Company considers the overall economic environment, real estate sector, and geographic submarket in which the collateral property is located. Such impairment analyses are completed and reviewed by asset management and underwriting personnel, who utilize various data sources, including (i) periodic financial data such as property occupancy, tenant profile, rental rates, operating expenses, the borrowers’ business plan, and capitalization and discount rates, (ii) site inspections, and (iii) current credit spreads and other market data and ultimately presented to management for approval.

The allowance for credit losses was $6.1 million and $6.1 million at March 31, 2025 and December 31, 2024, respectively, and is included in the accompanying consolidated balance sheets. During the three months ended March 31, 2025 this allowance remained flat resulting in a $0.0 million change in allowance for credit losses as reflected in the accompanying consolidated statements of income.

Non-accrual loans

The Company designates non-accrual loans generally when (i) the principal or coupon interest components of loan payments become 90-days past due or (ii) in the opinion of the Company, it is doubtful the Company will be able to collect all amounts due according to the contractual terms of the loan. Interest income on non-accrual loans in which the Company reasonably expects a full recovery of the loan’s outstanding principal balance is recognized when received in cash. Otherwise, income

recognition will be suspended and any cash received will be applied as a reduction to the amortized cost. A non-accrual loan is returned to accrual status at such time as the loan becomes contractually current and future principal and coupon interest are reasonably assured to be received in accordance with the contractual loan terms. A loan will be written off when management has determined it is no longer realizable and deemed non-recoverable. The company has one non-accrual loan as of March 31, 2025, which the company believes is not impaired based on an evaluation of the collectability of the principal.

Valuation of Financial Instruments

The Company discloses (see Note 6) the value of its financial instruments at fair value accordance with Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure (“ASC Topic 820”) issued by the Financial Accounting Standards Board (the “FASB”). Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The Investment Manager, which is subject to oversight by our Board, makes this fair value determination on a quarterly basis and any other time when a decision regarding the fair value of the portfolio investments is required. A determination of fair value involves subjective judgments and estimates and depends on the facts and circumstances. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.

ASC Topic 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. ASC Topic 820 also provides guidance regarding a fair value hierarchy, which prioritizes information used to measure fair value and the effect of fair value measurements on earnings and provides for enhanced disclosures determined by the level within the hierarchy of information used in the valuation. In accordance with ASC Topic 820, these inputs are summarized in the three levels listed below:

•

Level 1—Valuations are based on quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

•

Level 2—Valuations are based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly and model-based valuation techniques for which all significant inputs are observable.

•

Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models incorporating significant unobservable inputs, such as discounted cash flow models and other similar valuations techniques. The valuation of Level 3 assets and liabilities generally requires significant management judgment due to the inability to observe inputs to valuation.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of observable input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.

Under ASC Topic 820, the fair value measurement also assumes that the transaction to sell an asset occurs in the principal market for the asset or, in the absence of a principal market, the most advantageous market for the asset, which may be a hypothetical market, and excludes transaction costs. The principal market for any asset is the market with the greatest volume and level of activity for such asset in which the reporting entity would or could sell or transfer the asset. In determining the principal market for an asset or liability under ASC Topic 820, it is assumed that the reporting entity has access to such market as of the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable and willing and able to transact.

The value of any investment on any valuation date is intended to represent the fair value of such investment on such date based upon the amount at which the investment could be exchanged between willing parties, other than in a forced liquidation sale, and reflects the Board’s determination of fair value using the methodology described herein. Any valuation of an investment may not reflect the actual amount received by the Company upon the liquidation of such investment.

The Company’s investments are expected to mostly be considered Level 3 assets under ASC Topic 820 because the investments will generally not have identical assets or liabilities with quoted prices in active markets and will generally not have all significant inputs observable.

Equity Method Investments

The Company accounts for its investments in unconsolidated entities under the equity method of accounting. The Company applies the equity method by initially recording these investments at cost, as equity method investments, subsequently adjusted for equity in earnings and cash contributions and distributions. In some instances, the reporting period of the investments’ financial statements lags the Company’s financial reporting period, but such lag is never more than three months. In the event there is an outside basis portion of the Company’s equity method investments, it is amortized over the anticipated useful lives of the underlying entities’ tangible and intangible assets acquired and liabilities assumed. Any outside basis amortization is included in earnings from equity method investments on the consolidated statement of income.

The Company evaluates equity investments on a periodic basis to determine if there are any indicators that the value of the equity investment may be impaired and whether or not that impairment is other-than-temporary. To the extent an impairment has occurred and is determined to be other- than-temporary, we measure the charge as the excess of the carrying value of our investment over its estimated fair value.

The Company classifies distributions received from equity method investments using the cumulative earnings approach. Distributions received are considered returns on the investment and classified as cash inflows from operating activities. If, however, the investor’s cumulative distributions received, less distributions received in prior periods determined to be returns of investment, exceeds cumulative equity in earnings recognized, the excess is considered a return of investment and is classified as cash inflows from investing activities.

Cash and Cash Equivalents

Cash and cash equivalents include cash and short-term investments with original maturities of three months or less at the date of acquisition. Cash and cash equivalents typically include amounts held in interest bearing overnight accounts and amounts held in money market funds, and these balances generally exceed insured limits. The Company holds its cash at institutions that it believes to be highly creditworthy.

Repurchase Agreements

The Company finances certain of its mortgage loan receivables using repurchase agreements. Under a repurchase agreement, an asset is sold to a counterparty to be repurchased at a future date at a predetermined price. The Company accounts for these repurchase agreements as financings under ASC 860-10-40.

Revenue Recognition

Interest income, adjusted for amortization of market premium and accretion of market discount, is recorded on an accrual basis to the extent amounts are expected to be collected. Original issue discount and market discount or premium are capitalized and are accreted or amortized into income over the life of the respective security using the effective interest method. Loan origination fees received in connection with the closing of investments are reported as unearned income which is included as amortized cost of the investment; the unearned income from such fees is accreted over the contractual life of the loan based using the effective interest method up to the maturity date of the loan. Upon prepayment of a loan or debt security, any prepayment penalties, unamortized loan origination fees, and unamortized market discounts are recorded as income.

Deferred Financing Costs

Deferred financing costs include capitalized expenses related to the closing of the debt obligations. Amortization of deferred financing costs is computed on the straight-line basis over the contractual term for the Credit Facility, Repurchase Agreement and Notes Payable. The amortization of such costs is included in interest expense in the consolidated statements of income, with any unamortized amounts included in deferred financing costs on the consolidated balance sheets.

Income Taxes

The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Code for U.S. federal income tax purposes commencing with our taxable year that begins on the date of our Initial Closing. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it distributes at least 90% of our REIT taxable income, subject to certain adjustments and excluding any net capital gain, to the Members. The Company intends to adhere to the REIT qualification requirements and to maintain our qualification for taxation as a REIT.

As a REIT, the Company is generally not subject to U.S. federal corporate income tax on the portion of taxable income that is distributed to the Members. If the Company fails to qualify for taxation as a REIT in any taxable year, it may be subject to U.S. federal income taxes at regular corporate rates and it may not be able to qualify as a REIT for four subsequent taxable years. As a REIT, the Company may be subject to certain state and local taxes on our income and property, and to U.S. federal income and excise taxes on undistributed taxable income. Taxable income from non-REIT activities is taxable to the extent it is subject to U.S. federal, state, and local income taxes at the applicable rates.

The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax basis, and for net operating loss, capital loss and tax credit carryforwards. The deferred tax assets and liabilities are measured using the enacted income tax rates in effect for the year in which those temporary differences are expected to be realized or settled. The effect on the deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on consideration of all available evidence, including the future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies. Valuation allowances are provided if, based upon the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company performs an annual review for any uncertain tax positions and, if necessary, will record the expected future tax consequences of uncertain tax positions in the consolidated financial statements.

Segment Reporting

The Company represents a single operating segment originating and acquiring commercial mortgage loans and related investments. An operating segment is defined in U.S. GAAP as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The Company’s Principal Executive Officer and Principal Financial Officer are collectively the CODM. The CODM monitors the operating results of the Company as a whole and the pre-determined Company’s long term investment strategy, which is executed by the Company's management group. The qualitative and quantitative information contained within the financial statements is used by the CODM to assess the segments performance versus the Company’s comparative benchmark and to make resource allocation decisions. Segment assets are reflected on the consolidated balance sheets and segment expenses are listed on the consolidated statements of income. The accounting policies of the Company segment are the same as those described in the summary of significant accounting policies. The CODM assesses performance for the segment based on net income, which is reported on the income statement as consolidated net income. The measure of segment assets is reported on the balance sheet as total consolidated assets. The significant segment expenses are those that are reported on the income statement. For the year ended March 31, 2025, there were 4 commercial real estate loan borrowers who individually accounted for more than 10% of our consolidated gross income.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”). ASU 2024-03 requires public entities to disaggregate specific types of expenses, including disclosures for depreciation, intangible asset amortization, and selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, with prospective application required and retrospective application or early adoption permitted. We are currently evaluating the impact from adopting ASU 2024-03 on our consolidated financial statements and disclosures.

In August 2023, the FASB issued Accounting Standard Update (“ASU”) No. 2023-05, “Business Combinations - Joint Venture Formations.” This ASU addresses the accounting for contributions made to a joint venture, upon formation, in a joint ventures separate financial statements . The ASU is effective for all joint venture formations with a formation date on or after January 1, 2025. The Company did not have a joint venture formed on or after January 1, 2025, and the ASU did not have a an impact on the Fund's consolidated financial statements.

Capital Commitments

The following information sets forth the total capital committed to the Company as of March 31, 2025 and December 31, 2024 (in ‘000s):


	As of March 31, 2025		As of December 31, 2024
Capital Commitments	$	788,233	$	763,395
Cumulative Capital Funded (1)		332,429		335,098
Unfunded Capital Commitments	$	455,804	$	428,297

(1)

Excludes cumulative amounts reinvested totaling $23.1 million and $20.0 million as of March 31, 2025 and December 31, 2024, respectively.

During the year ended December 31, 2024 the Company received a request to redeem 433,789 common units which were paid during three months ended March 31, 2025.

With respect to each capital commitment made by a Member, the Member will be required to either (i) opt into the Company’s reinvestment plan (the “Reinvestment Plan”), whereby the Member will have its current income distributions automatically withheld and reinvested into the Company (with additional Units of the Company corresponding to such reinvestment being issued to such Member), which is referred to as a “Reinvestment Election”, or (ii) opt out of the Reinvestment Plan, which is referred to as a “Distribution Election”, in each case, as elected in the Company’s subscription agreement (the “Subscription Agreement”) of such Member. Any Member that does not make any such election in its Subscription Agreement will, by default, be deemed to have made a Distribution Election.”

The Company entered into separate subscription agreements with a number of investors for the Private Offering. Each investor will make a capital commitment (a “Capital Commitment”) to purchase Units pursuant to a subscription agreement (a “Subscription Agreement”). We refer to the initial date on which Capital Commitments were first accepted by or on behalf of the Company from Members as the “Initial Closing,” and each such date on which Capital Commitments are accepted as a “closing.” Thereafter, subsequent closings for additional Capital Commitments from new and existing Members may generally be held as of the end of the calendar quarter, subject to our discretion to hold closings at any other time.

Each Capital Commitment made by a Member at a closing will have its own lock-up period (a “Lock-Up Period”). The Lock- Up Period for each Capital Commitment will be the period commencing on the applicable closing and ending on the third anniversary of such closing. Upon the expiration of a Member’s Lock-Up Period, such Member may choose to be released from its Remaining Commitment (as defined below), subject to certain post-commitment period obligations.

A Member’s “Remaining Commitment” will be equal to such Capital Commitment reduced by amounts contributed to the Company in respect of capital calls and post-commitment period capital calls and increased by (i) the amount of any unused capital contributions that are returned to such Member pursuant to the last sentence of the following paragraph and (ii) distributions to such Member that represent a return of capital (and not Current Income (as defined below)). Each Capital Commitment made by a Member will be accounted for separately, including for purposes of determining Remaining Commitments and capital calls. In no event will a Member be required to make a capital contribution in respect of its Capital Commitment in excess of its Remaining Commitment.

(1)

Each Capital Commitment (or a portion thereof, as applicable) of a Member will last until (i) the Company determines to repurchase all or any portion of such Member’s Units that are attributable to such Capital Commitment (or such portion thereof, as applicable), as discussed below (which for the avoidance of doubt, will not become available pursuant to a Member’s repurchase request until the expiration of the Lock-Up Period), (ii) such Member has chosen to be released from its Remaining Commitments after the expiration of its Lock-Up Period (except with respect to post commitment period obligations) or (iii) the Company has elected to wind up.

Loan Receivables Held for Investment

The following table summarizes the Company’s investments in loan receivables held for investment as of March 31, 2025 (in ‘000s):


Investment (in '000s)	Investment Type	Loan Type	Origination Date	Total Commitment		Loan Balance		Contractual Interest Rate	Carrying Value at March 31, 2025		Interest rate at March 31, 2025(1)			Maturity Date	Payment Terms
Loan 1	Loan origination	Multifamily	12/17/2021	$	29,276	$	29,276	SOFR + 3.06%	$	29,276		7.39	%	1/10/2026	Interest only
Loan 5	Loan origination	Office	7/14/2022		55,935		55,935	SOFR + 4.25%		55,935		8.57	%	8/5/2025	Interest only
Loan 6	Purchase	Hospitality	7/7/2022		27,748		27,748	SOFR + 4.75%		27,738		9.07	%	7/5/2025	Interest only
Loan 7	Purchase	Mixed Use	11/22/2022		25,224		19,625	SOFR + 9.05%		19,625		13.38	%	7/10/2024	Interest only
Loan 8	Loan origination	Industrial	3/10/2023		35,800		34,910	SOFR + 3.50%		34,788		7.82	%	3/10/2026	Interest only
Loan 9	Purchase	Student Housing	3/31/2023		157,509		157,509	SOFR + 2.25%		157,509		6.57	%	8/9/2025	Interest only
Loan 11	Loan origination	Mixed Use	11/2/2023		146,000		134,984	SOFR + 5.50%		134,512		9.82	%	11/10/2025	Interest only
Loan 12	Loan origination	Hospitality	5/7/2024		30,000		30,000	SOFR + 4.00%		29,781		8.32	%	5/10/2027	Interest only
Loan 13	Loan origination	Mixed Use	5/16/2024		110,000		100,063	SOFR + 4.25%		99,404		8.57	%	6/10/2026	Interest only
Loan 14	Loan origination	Multifamily	6/11/2024		100,000		100,000	SOFR + 3.75%		99,255		8.07	%	7/10/2027	Interest only
Loan 15	Loan origination	Office	12/17/2024		58,773		58,721	SOFR + 4.50%		58,196		8.82	%	1/9/2027	Interest only
Loan 16	Loan origination	Multifamily	2/11/2025		65,155		61,425	SOFR + 2.35%		60,814		6.67	%	3/9/2027	Interest only
Loan 17	Loan origination	Multifamily	2/11/2025		79,650		67,275	SOFR + 2.45%		66,528		6.77	%	3/9/2027	Interest only
Loan 18	Loan origination	Multifamily	3/26/2025		81,900		75,639	SOFR + 2.35%		74,824		6.67	%	4/9/2028	Interest only
Total				$	1,002,970	$	953,110		$	948,185

(1) The loan receivables held for investment are floating rate loans and are presented with the contractual rate based on SOFR or the applicable SOFR floor plus the applicable spread as of March 31, 2025.

The following table summarizes the Company’s investments in loan receivables held for investment as of December 31, 2024 (in ‘000s):


Investment	Investment Type	Loan Type	Origination Date	Total Commitment		Loan Balance		Contractual Interest Rate	Carrying Value at December 31, 2024		Interest rate at December 31, 2024(1)			Maturity Date	Payment Terms
Loan 1	Loan origination	Multifamily	12/17/2021	$	29,276	$	29,276	SOFR + 3.06%	$	29,276		7.54	%	1/10/2026	Interest only
Loan 3	Loan origination	Hospitality	2/14/2022		42,750		41,000	SOFR + 6.50%		40,971		10.98	%	3/10/2025	Interest only
Loan 5	Loan origination	Office	7/14/2022		55,935		55,935	SOFR + 4.25%		55,935		8.78	%	8/5/2025	Interest only
Loan 6	Purchase	Hospitality	7/7/2022		27,748		27,748	SOFR + 4.75%		27,715		9.23	%	7/5/2025	Interest only
Loan 7	Purchase	Mixed Use	11/22/2022		25,224		19,625	SOFR + 9.05%		19,625		13.53	%	7/10/2024	Interest only
Loan 8	Loan origination	Industrial	3/10/2023		35,800		34,692	SOFR + 3.50%		34,540		7.98	%	3/10/2026	Interest only
Loan 9	Purchase	Student Housing	3/31/2023		157,509		157,509	SOFR + 2.25%		157,509		6.65	%	8/9/2025	Interest only
Loan 10	Loan origination	Multifamily	8/31/2023		86,300		85,000	SOFR + 2.90%		84,493		7.38	%	9/10/2026	Interest only
Loan 11	Loan origination	Mixed Use	11/2/2023		146,000		132,885	SOFR + 5.50%		132,228		9.98	%	11/10/2025	Interest only
Loan 12	Loan origination	Hospitality	5/7/2024		30,000		30,000	SOFR + 4.00%		29,758		8.48	%	5/10/2027	Interest only
Loan 13	Loan origination	Mixed Use	5/16/2024		110,000		100,063	SOFR + 4.25%		99,275		8.73	%	6/10/2026	Interest only
Loan 14	Loan origination	Multifamily	6/11/2024		100,000		98,770	SOFR + 3.75%		97,945		8.23	%	7/10/2027	Interest only
Loan 15	Loan origination	Office	12/17/2024		59,412		59,000	SOFR + 4.50%		58,417		8.88	%	1/9/2027	Interest only
Total				$	905,954	$	871,503		$	867,687

Equity Method Investments

As of March 31, 2025, the Company held 7.18% and 7.01% interests in AB Commercial Real Estate Debt Fund, SICAV-SIF (“AB CRED II”) and AB Commercial Real Estate Debt Fund III, SICAV-SIF S.C.Sp. (“AB CRED III”), respectively, entities managed by affiliates of the Investment Manager, and unconsolidated joint ventures for which the Company is not the primary beneficiary, at their carrying values of $3.6 million and $24.5 million, respectively. As of December 31, 2024, the carrying value was $3.7 million and $27.3 million, respectively. The Company reported its share of the net asset value of AB CRED II and AB CRED III in its Consolidated Balance Sheets, presented as “Equity method investments”. The reporting period of the investments’ financial statements lags the Company’s financial reporting period, but such lag is never more than three months.

At acquisition of the equity investments, the Company allocated the basis difference to the mortgage loans held by the entities; the basis difference is amortized over the estimated life of the investments or recognized when a loan is repaid. Net amortization of the basis differences increased the carrying values of the Company’s equity investments during the three months ended March 31, 2025 and 2024, in the amount of $0.0 million and $0.2 million, respectively. During the three months ended March 31, 2025 and 2024, the Company did not record an impairment on the equity method investments. As of March 31, 2025 no unamortized basis difference remains on the equity method investments. As of March 31, 2024, the unamortized basis difference on the equity method investments was $1.1 million.

Summarized financial information for the equity method investments as of December 31, 2024 and December 31, 2023 (balance sheet) and for the three months ended December 31, 2024 and December 31, 2023 (statement of income) is as follows (in ‘000s):

Balance Sheets (in ‘000s)


	As of December 31, 2024		As of December 31, 2023
Assets
Investments at fair value (cost of $509,896 and $715,385, respectively)	$	426,163	$	688,366
Cash and cash equivalents		13,722		1,057
Other assets		11,875		10,306
Total assets		451,759		699,729
Liabilities
Accrued expenses		1,970		978
Other liabilities		14,310		1,297
Total liabilities		16,280		2,275
Total equity		435,479		697,454
Total liabilities and equity	$	451,759	$	699,729

Statements of Income (in '000s)


	For the Three Months Ended December 31, 2024			For the Three Months Ended December 31, 2023
Total income	$	6,697		$	15,761
Total expenses		1,186			1,294
Net investment income		5,511			14,467
Net realized gain		89			(1,106	)
Net change in unrealized depreciation		(53,409	)		(7,603	)
Net income (loss)	$	(47,809	)	$	5,758

Fair Value of Financial Instruments

Fair value is based upon internal models, using market quotations, broker quotations, counterparty quotations or pricing services quotations, which provide valuation estimates based upon reasonable market order indications and are subject to significant variability based on market conditions, such as interest rates, credit spreads and market liquidity.

The following table presents the carrying value and fair value of the Company’s financial instruments disclosed, but not carried, at fair value as of March 31, 2025, and the level of each financial instrument within the fair value hierarchy (in ‘000s):


	Carrying Value		Level 1		Level 2		Level 3		Total
Assets
Loan receivables held for investment	$	948,185	$	—	$	—	$	931,923	$	931,923
Total Assets	$	948,185	$	—	$	—	$	931,923	$	931,923
Liabilities
Credit facility	$	133,000					$	133,000	$	133,000
Repurchase agreement		287,344		—		—		286,469		286,469
Note payable		119,707		—		—		119,521		119,521
HSBC Loan		86,080		—		—		86,076		86,076
Total Liabilities	$	626,131	$	—	$	—	$	625,066	$	625,066

Fair values for commercial real estate loans are measured by discounting future contractual cash flows to be received on the mortgage loan using a discount rate that is derived from observations in the market of discount rates on similar loans with similar credit characteristics and tenor. The discount rate is typically expressed as a spread to Treasuries of a similar tenor if the loan is fixed rate or if floating, as a discount margin to the floating rate index described in the mortgage. The spread or discount margin is reflective of the risk premium associated with the specific loan. Loans that are experiencing deteriorating credit fundamentals, delinquencies, or are anticipated to be foreclosed upon will tend to have higher spreads or discount margins reflecting their higher credit risk. Loans that are experiencing improving fundamentals will correspondingly have lower spreads or discount margins reflecting their improving credit quality.

The discounted cash flow method was used in calculating the fair values of the Company’s loan receivables held for investment. The significant unobservable inputs as of March 31, 2025 are the discount margins and range from 2.35% to 6.00%.

The discounted cash flow method was used in calculating the fair values of the Company’s liabilities. The significant unobservable inputs as of March 31, 2025, are the discount margins and range from 1.40% to 2.78%.

The following table presents the carrying value and fair value of the Company’s financial instruments disclosed, but not carried, at fair value as of December 31, 2024, and the level of each financial instrument within the fair value hierarchy (in ‘000s):


	Carrying Value		Level 1		Level 2		Level 3		Total
Assets
Loan receivables held for investment	$	867,687	$	—	$	—	$	865,572	$	865,572
Total Assets	$	867,687	$	—	$	—	$	865,572	$	865,572
Liabilities
Credit facility	$	38,000	$	—	$	—	$	38,000	$	38,000
Repurchase agreement		246,491		—		—		245,547		245,547
Note payable		119,707		—		—		119,462		119,462
HSBC Loan		141,330		—		—		141,220		141,220
Total Liabilities	$	545,528	$	—	$	—	$	544,229	$	544,229

The discounted cash flow method was used in calculating the fair values of the Company’s loan receivables held for investment. The significant unobservable inputs as of December 31, 2024 are the discount margins and range from 2.45% to 15.83%.

The discounted cash flow method was used in calculating the fair values of the Company’s liabilities. The significant unobservable inputs as of December 31, 2024, are the discount margins and range from 1.40% to 2.80%.

Debt Obligations

Summarized Debt Obligations

The following table summarizes the Company’s debt obligations (in ‘000s):


Debt Obligation (in '000s)	Outstanding Balance as of March 31, 2025		Outstanding Balance as of December 31, 2024		Weighted Average Interest Rate at March 31, 2025(1)			Value of Underlying Collateral as of March 31, 2025
Credit facility	$	133,000	$	38,000		6.57	%	-		(2)
Repurchase agreement		287,344		246,491		6.82	%		406,653
Note payable		119,707		119,707		5.52	%		157,509
HSBC Loan		86,080		141,330		6.57	%		134,984
Total	$	626,131	$	545,528				$	699,146

(1)

The rates are the weighted average interest rates of floating rate loans and are presented using SOFR or the Prime Rate or the applicable SOFR or Prime Rate floor plus the applicable spread as of March 31, 2025.

(2)

The Credit Facility is secured by all collateral of the fund. See Credit Facility note below for further details.

Credit Facility

On December 14, 2021, the Company entered into a credit agreement (the “State Street Credit Agreement”) to establish a revolving credit facility (the “State Street Credit Facility”) with State Street Bank and Trust Company (“State Street”) as administrative bank (the “Administrative Bank”) and as a lender, and any other lender that becomes a party to the State Street Credit Agreement in accordance with the terms of the State Street Credit Agreement, as lenders (each, a “Lender” and collectively, the “Lenders”).

The maximum principal amount (the “Maximum Commitment”) of the State Street Credit Facility was initially $65 million. The Maximum Commitment amount may be increased from time to time upon request of the Company to an amount not exceeding $140 million, subject to certain terms and conditions as described in the State Street Credit Agreement. During February 2022 the Company increased the Maximum Commitment to $100 million. During September 2022 the Maximum Commitment was reduced to $65 million. During February 2023 the Maximum Commitment was increased to $100 million

As of March 31, 2025, borrowings under the State Street Credit Facility bear interest, at the Company’s election at the time of drawdown, at a rate per annum equal to (i) with respect to SOFR Rate Loans, Adjusted SOFR (SOFR plus the applicable spread based upon the interest period of one-month in the amount of 0.0%, three-month in the amount of 0.0% and six month in the amount of 0.0%) for the applicable Interest Period; and (ii) with respect to reference rate loans, the reference rate in effect from day to day which is the Federal Funds Rate plus 0.50%.

On December 12, 2023, the Company entered into an amendment (the “Second Amendment”) to the State Street Credit Agreement. The Second Amendment, among other changes, (i) extended the maturity date of the State Street Credit Facility from December 12, 2023 to December 10, 2024 and (ii) increased the Borrowing Base from 60 percent of the aggregate Unfunded Capital Commitments to 70 percent of the aggregate Unfunded Capital Commitments.

On December 10, 2024, the Company entered into an amendment (the “Third Amendment”) to the State Street Credit Agreement. The Third Amendment, among other changes, (i) extended the maturity date of the State Street Credit Facility from December 10, 2024 to December 10, 2026 and (ii) provided for a mechanism to temporarily increase the Maximum Commitment to $250 million until April 30, 2025, after which date the Maximum Commitment will be reduced to $140 million.

As of March 31, 2025, the Company had $133.0 million outstanding on the State Street Credit Facility and the Company was in compliance with the terms of the State Street Credit Agreement. The Company intends to continue to utilize the State Street Credit Facility on a revolving basis to fund investments and for other general corporate purposes..

Subject to certain terms and conditions, the State Street Credit Facility is secured by perfected first priority security interests in and Liens on all of the collateral (i) of the Company (the “Initial Borrower”) in favor of the Administrative Bank for the benefit of the Administrative Bank, the Lenders and each Indemnitee (collectively the “Secured Parties”), subject to no other Liens (other than Permitted Liens), (ii) of any Blocker and its Blocker Managing Member, subject to no other Liens (other than Permitted Liens), and (iii) of any Feeder Fund and its Feeder Fund General Partner, subject to no other Liens (other than Permitted Liens), except as enforceability may be limited by Debtor Relief Laws and general equitable principles.

Morgan Stanley Repurchase Agreement

On April 27, 2022, AB CRE PDF Member I LLC (“PDF Member I”) entered into a $150 million master repurchase and securities contract agreement (the “Morgan Stanley Repurchase Agreement”), with an option to increase the maximum facility amount (the “Maximum Facility Amount”) to $250 million, with Morgan Stanley Mortgage Capital Holdings LLC (“Morgan Stanley”), as administrative agent for Morgan Stanley Bank, N.A. Pursuant to the Morgan Stanley Repurchase Agreement, PDF Member I is permitted to sell, and later repurchase, eligible commercial mortgage loans collateralized by multifamily, office, retail, industrial, hospitality, self-storage or mixed-use properties or such other property types acceptable to Morgan Stanley. The initial expiration date of the Morgan Stanley Repurchase Agreement was April 27, 2025.

On July 21, 2022, the Company entered into an omnibus amendment (the “First Morgan Stanley Repurchase Agreement Amendment”) to the Morgan Stanley Repurchase Agreement. The First Morgan Stanley Repurchase Agreement Amendment increased the Maximum Facility Amount to $200 million.

On April 26, 2024, the Company entered into an amendment (the “Second Morgan Stanley Repurchase Agreement Amendment”) to the Morgan Stanley Repurchase Agreement. The Second Morgan Stanley Repurchase Agreement Amendment (i) increased the Maximum Facility Amount to $400 million and (ii) extended the maturity date of the Morgan Stanley Repurchase Agreement to April 27, 2026.

Under the Morgan Stanley Repurchase Agreement, the proceeds received by PDF Member I for each Purchased Asset is equal to the product of (a) the outstanding principal balance of such Purchased Asset, multiplied by (b) the applicable Purchase Percentage. Upon repurchase of the Purchased Asset by PDF Member I, the Repurchase Price for such Purchased Asset shall equal the sum of the Purchase Price of such Purchased Asset and the accrued and unpaid Price Differential with respect to such Purchased Asset as of the date of such determination, minus all Income and other cash actually received by Buyers in respect of such Purchased Asset and applied towards the Repurchase Price and/or Price Differential pursuant to the Repurchase Agreement. For borrowings under the Morgan Stanley Repurchase Agreement the advance rate and spread are determined based on the individual loan.

In connection with the Morgan Stanley Repurchase Agreement, the Company has agreed to guarantee certain obligations of PDF Member I under the Morgan Stanley Repurchase Agreement.

Note Payable

On March 31, 2023, AB CRE PDF Athena LLC, a wholly owned subsidiary of the Company, entered into a note-on-note financing (the “Note”) with Citibank, N.A. (the “Note Lender”). The Note has a maximum commitment of $125.6 million and is scheduled to mature within one hundred fifty (150) days after the maturity date of the underlying collateral of August 9, 2025, or as otherwise provided in the Loan and Security Agreement, by and among AB CRE PDF Athena LLC, as borrower, the Note Lender, as Class A Lender and the Company, as Subordinated Lender (the “Loan and Security Agreement”). The maturity of the Note was automatically extended to January 6, 2026 in accordance with the Loan and Security Agreement based on the loan extension of underlying Loan 9. Except as otherwise provided in the Loan and Security Agreement, borrowings under the Note bear interest at Term SOFR plus 1.20%. The Note is collateralized by Loan 9, see footnote 4.

HSBC Loan

On December 7, 2023, AB CRE PDF TNVA1 LLC (“TNVA1”), a wholly owned subsidiary of the Company entered into a Loan and Security Agreement (the “HSBC Loan and Security Agreement”) by and among TNVA1, as borrower, HSBC Bank USA, National Association (“HSBC”), as administrative agent for itself and the other lenders signatory thereto, and the lenders signatory thereto (the “HSBC Lenders”) as part of a “note-on-note” loan (the “HSBC TNVA1 Loan”) transaction.

The HSBC Lenders have made the HSBC TNVA1 Loan in the aggregate principal amount of $86.1 million, which is included in Notes Payable in the accompanying consolidated balance sheet. The HSBC TNVA1 Loan generally bears interest at a rate per annum equal to the greater of (i) Term SOFR plus a margin of 2.25%, with a 0.0% floor on Term SOFR and (ii) 5.25%. The HSBC TNVA1 Loan is secured by a first priority security interest in certain collaterally assigned loans.

In connection with the HSBC TNVA1 Loan, the Company undertook obligations to guaranty the payment of the HSBC TNVA1 Loan in an amount equal to the lesser of (i) 35% of the outstanding principal balance of the HSBC TNVA1 Loan and (ii) $52.8 million.

The HSBC Loan and Security Agreement includes customary covenants, reporting requirements, and other customary requirements applicable to the Company and TNVA1 and provides for events of default and acceleration provisions customary for a loan of its type.

The HSBC TNVA1 Loan has an initial maturity date of December 7, 2026, unless the HSBC Loan and Security Agreement is either extended or sooner terminated in accordance with its terms.

Combined Maturity of Debt Obligations

The following schedule reflects the Company’s contractual payments under all borrowings by maturity:


Year ending December 31,	Borrowing by Maturity (in '000s)
2025 (last 9 months)	$	—
2026		626,131
2027		—
2028		—
2029		—
Total	$	626,131

Related Party Transactions

Management Fee

The Company has entered into an investment management agreement, as amended and restated on June 20, 2022, (as amended, the “Management Agreement”) with the Investment Manager. Pursuant to the Management Agreement the Company will pay the Investment Manager, on a quarterly basis, a management fee (the “Management Fee”) in respect of each Member, in arrears, equal to the Applicable Percentage (as defined below) of such Member multiplied by the sum of (i) the net asset value (“NAV”) of the Units and (ii) the product of (a) all unfunded commitment amounts under any investments (“Portfolio Investments”) with ongoing funding obligations (e.g., delayed-draw term loans) and (b) the Indebtedness Fraction (as defined below), each of (i) and (ii) as of the last day of each calendar quarter. The Management Fee shall not be charged with respect to any portion of the Company’s assets that are attributable to direct leverage. The “Indebtedness Fraction” means an amount equal to one minus a fraction, the numerator of which is the total outstanding portfolio level indebtedness of the Company, and the denominator of which is the principal amount of any Portfolio Investments held by the Company. The portfolio indebtedness used to calculate the ratio includes the debt obligations noted in the accompanying balance sheet. The Investment Management Agreement clarifies that loan servicing fees and expenses, and other fees and expenses incurred in connection with the acquisition, disposition, ownership and operation of the Portfolio Investments (as defined therein) are not to be included as Company Expenses (as defined therein) for purposes of calculating the Organizational Expenses and Company Expenses limit.

A Member’s “Applicable Percentage” is set forth below:


Aggregate Capital Commitment of a Member	Applicable Percentage
$50,000 - $500,000		1.50	%
$500,001 - $1,000,000		1.40	%
$1,000,001 - $3,000,000		1.30	%
$3,000,001 - $5,000,000		1.15	%
$5,000,001 and over		1.00	%

Notwithstanding the foregoing, with respect to any Member that makes a capital commitment (“Capital Commitment”) on the date of the Initial Closing (each, a “Founding Member”), the Management Fee shall be waived with respect to such Founding Member (including any additional Capital Commitments made by such Member) until the six-month anniversary of the date of the Initial Closing.

Payment of the Management Fee will be made within ten (10) days of the last day of each calendar quarter, or as soon as reasonably practicable thereafter.

The Management Fee charged with respect to a Member will be prorated for any capital contribution or repurchase of Units, as defined by the Management Agreement, that is effective other than as of the first day of a calendar quarter.

The Investment Manager may, in its discretion, reduce, waive or calculate differently the Management Fee charged at the Company level with regard to the Units held by certain Members, including, without limitation, a related party investor

(“Related Investor”), so long as such reduction, waiver or calculation does not result in a preferential dividend under Section 562(c) of the Code.

For the three months ended March 31, 2025 and 2024, the Company incurred Management Fees of $1.2 million and $1.0 million, respectively, of which the Investment Manager waived $0.0 million and $0.0 million, respectively. As of March 31, 2025 and December 31, 2024 the Management Fees payable amounted to $2.4 million and $2.5 million, respectively and is included in the consolidated balance sheets in the accompanying financial statements.

As disclosed in Note 5, the Company holds interests in AB CRED II and AB CRED III, affiliated entities of the Company and unconsolidated joint ventures.

During the year ended December 31, 2022, the Company purchased Loan 6 and Loan 7 from a related party which remains outstanding as of March 31, 2025.

Incentive Fee

Pursuant to the Management Agreement at the end of each calendar quarter, the Investment Manager is entitled to receive an incentive fee (the “Incentive Fee”) equal to the difference between (x) the product of (A) 15% and (B) the difference between (1) Core Earnings (as defined below) of the Company for the most recent 12 month period (or such lesser number of completed calendar quarters, if applicable), and (2) the product of (I) the weighted average of the Company’s NAV of the three previous calendar quarters (or such lesser number of completed calendar quarters, if applicable) and the Company’s NAV as of the beginning of the then current calendar quarter, and (II) 6% per annum, and (y) the sum of the Incentive Fee previously paid to the Investment Manager with respect to the first three calendar quarters of the most recent 12 month period (or such lesser number of completed calendar quarters, if applicable); provided, that no Incentive Fee is payable to the Investment Manager with respect to any calendar quarter unless the Core Earnings for the twelve (12) most recently completed calendar quarters (or such lesser number of completed calendar quarters following the date of the Initial Closing Date is greater than zero. The Incentive Fee is prorated for partial periods, to the extent necessary, based on the number of days elapsed or remaining in such periods as the case may be. Unless otherwise determined by the Investment Manager, the Company’s NAV at the beginning of a calendar quarter for purposes of this Incentive Fee calculation shall be equal to the Company’s NAV as of the end of the previous calendar quarter as increased by capital contributions and decreased by repurchases.

For purposes of the foregoing, “Core Earnings” means the net income (loss) attributable to the holders of Units, computed in accordance with GAAP, including realized gains and losses not otherwise included in net income (loss), and excluding (i) the Incentive Fee, (ii) depreciation and amortization, (iii) any unrealized gains or losses or other similar non-cash items that are included in net income for the Applicable Period (as defined below), regardless of whether such items are included in other comprehensive income or loss or in net income and (iv) one-time events pursuant to changes in GAAP and certain material non-cash income or expense items, in each case after discussions between the Investment Manager and the Board and approved by a majority of the Board. “Applicable Period” means the calendar quarter (or part thereof) for which the calculation of the Incentive Fee is being made.

The Investment Manager is entitled to receive an Incentive Fee with respect to any Units that are repurchased at the end of any calendar quarter (in connection with repurchases of such Units pursuant to the Unit repurchase plan) in an amount calculated as described above with the relevant period being the portion of the calendar quarter for which such Unit was outstanding, and proceeds for any such Unit repurchase will be reduced by the amount of any such Incentive Fee.

In the sole discretion of the Company, the Incentive Fee may be waived, reduced or calculated differently with respect to the Units held by certain Members, including, without limitation, a Related Investor, so long as such waiver, reduction or calculation does not result in a preferential dividend under Section 562(c) of the Code.

Due to the fact that the Incentive Fee is calculated at the Company level in the aggregate and not charged separately with respect to each Member, it is possible that the Company may be charged the Incentive Fee despite the Member’s particular investment in the Company having a negative performance during a calendar quarter.

For the three months ended March 31, 2025 and 2024, the Company incurred Incentive Fees of $0.2 million and $0.7 million, respectively of which the Investment Manager waived $0 and $0, respectively. As of March 31, 2025 and December 31, 2024 the Incentive Fees payable amounted to $0.7 million and $1.2 million, respectively and are included in the consolidated balance sheets in the accompanying financial statements.

Expense Reimbursement

Under the Management Agreement and the Company’s Second Amended and Restated Limited Liability Company Operating Agreement (the “Second A&R LLCA”), the Company is required to reimburse the Investment Manager for documented costs and expenses incurred by it on behalf of the Company, except those specifically required to be borne by the Investment

Manager under the Management Agreement and the Second A&R LLCA. The Investment Manager is responsible for, and the Company does not reimburse the Investment Manager for, the expenses related to investment personnel of the Investment Manager who provide services to the Company. However, the Company does reimburse the Investment Manager for the Company’s allocable share of compensation paid to certain of the Investment Manager’s non-investment personnel, which compensation is allocated among the Company and other applicable clients of the Investment Manager on a basis that the Investment Manager believes in good faith to be fair and reasonable.

For the three months ended March 31, 2025 and 2024, the Company incurred reimbursement costs of $0.3 million and $0.1
million, respectively and are included in administration and custodian fees in the accompanying consolidated statements of
income. As of March 31, 2025 and December 31, 2024 the Company owes the Investment Manager reimbursement costs in
the amount of $0.5 million and $1.1 million, respectively and are included in related party payables and accrued expenses in
the accompanying consolidated balance sheets.

Expense Limitation

Pursuant to an Expense Limitation Agreement, as amended on June 20, 2022, the Investment Manager may determine to cap Organizational Expenses and Company Expenses in the aggregate that are borne by the Company to the extent necessary to prevent Organizational Expenses and Company Expenses, on an annualized basis, from exceeding a percentage determined by the Investment Manager in its discretion. This cap will be maintained until the third anniversary of the Initial Closing, which is November 5, 2024. Pursuant to the cap, any fees waived and expenses borne by the Investment Manager may be charged to the Company during the three year period that the Expense Cap is in place, provided that no such payment will be made that would cause the Company’s expenses to exceed the same cap. Extraordinary expenses (including, but not limited to, litigation expenses, indemnification expenses, lender liability expenses and other expenses not incurred in the ordinary course of the Company’s business), the Management Fee, the Incentive Fee, interest expenses, financing costs and expenses, reserves for and costs associated with determining current expected credit losses, loan servicing fees and expenses and other fees and expenses incurred in connection with the acquisition, disposition, ownership and operating of the Portfolio Investments are not included as Company Expenses for purposes of calculating the expense cap.

For the three months ended March 31, 2025 and 2024, the Company incurred expenses in excess of the Expense Cap totaling
$0.0 million and $0.1 million, respectively. As of March 31, 2025 and December 31, 2024, the Company owes $0.0 million and $0.2 million, respectively, to the Investment Manager and is included in the consolidated balance sheets in the accompanying financial statements. It is expected the reimbursement amounts will be paid as soon as practical.

Risks and Uncertainties

The Company’s financial condition may be adversely affected by a significant economic downturn and it may be subject to legal, regulatory, reputational and other unforeseen risks that could have a material adverse effect on the Company’s operations. A sustained downturn in the United States or global economy or any particular segment thereof could impede the ability of the Company’s portfolio entities to perform under or refinance their existing obligations and impair the Company’s ability to effectively exit investments on favorable terms. Any of the foregoing events could result in substantial or total losses to the Company in respect of certain investments, which losses will likely be exacerbated by the presence of leverage in the Company’s capital structure.

10.

Commitments and Contingencies

Commitments

The Company may enter into commitments to fund investments. As of March 31, 2025 and December 31, 2024, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The amounts associated with unfunded commitments to provide funds to portfolio companies are not recorded in the Company’s consolidated balance sheets. Since these commitments and the associated amounts may expire without being drawn upon, the total commitment amount does not necessarily represent a future cash requirement. The Company had the following unfunded commitments by investment as of March 31, 2025 (in ‘000s):


	Expiration Date	Unfunded Commitment
Loan 1	1/10/2026	$	—
Loan 5	8/5/2025		—
Loan 6	7/5/2025		—
Loan 7	7/10/2024		5,599
Loan 8	3/10/2026		890
Loan 9	8/9/2025		—
Loan 11	11/10/2025		11,016
Loan 12	5/10/2027		—
Loan 13	6/10/2026		9,937
Loan 14	7/10/2027		—
Loan 15	1/9/2027		52
Loan 16	3/9/2027		3,730
Loan 17	3/9/2027		12,375
Loan 18	4/9/2028		6,261
Total		$	49,860

As of March 31, 2025, the Company is subject to an unfunded commitment amount of $45.9 million from the underlying interest in the equity method investments. The Company does not expect these unfunded commitments to impact the Company’s overall liquidity or capital resources.

The Company had the following unfunded commitments by investment as of December 31, 2024 (in '000s):


Investment	Expiration Date	Unfunded Commitment
Loan 1	1/10/2026	$	—
Loan 3	3/10/2025		1,750
Loan 5	8/5/2025		—
Loan 6	7/5/2025		—
Loan 7	7/10/2024		5,599
Loan 8	3/10/2026		1,108
Loan 9	8/9/2025		—
Loan 10	9/10/2026		1,300
Loan 11	11/10/2025		13,115
Loan 12	5/10/2027		—
Loan 13	6/10/2026		9,937
Loan 14	7/10/2027		1,230
Loan 15	1/9/2027		412
Total		$	34,451

As of December 31, 2024, the Company is subject to an unfunded commitment amount of $45.9 million from the underlying interest in the equity method investments. The Company does not expect these unfunded commitments to impact the Company’s overall liquidity or capital resources.

Contingencies

In the normal course of business, the Company enters into contracts that provide a variety of general indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise and, accordingly, the Company has not accrued any liability in connection with such indemnifications.

The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are generally covered by insurance. Management believes that final outcome of such matters will not have a material adverse effect on the financial position of, results of operations or liquidity of the Company.

11.

Economic Dependency

Under various agreements, the Company has engaged or will engage the Investment Manager, its affiliates and entities under common control with the Investment Manager to provide certain services that are essential to the Company, including asset management services, asset acquisition, origination or disposition decisions, as well as other administrative responsibilities for the Company including accounting and legal services, human resources and information technology.

As a result of these relationships, the Company is dependent upon the Investment Manager and its affiliates. In the event that these companies are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services.

12.

Subsequent Events

Subsequent events after the balance sheet date have been evaluated through the date the consolidated financial statements were issued. Other than the items discussed below, there were no subsequent events requiring adjustment to, or disclosure in, the consolidated financial statements.

Citibank Repurchase Agreement

On April 1, 2025, AB CRE PDF Lending C LLC (“PDF Lending C”), a wholly-owned subsidiary of the Company, entered into a $250,000,000 master repurchase agreement and securities contract (the “Citibank Repurchase Agreement”), with Citibank, N. A. (“Citibank”), with an option, at Citibank’s discretion, to increase the maximum facility amount to $500,000,000. Pursuant to the Citibank Repurchase Agreement, PDF Lending C is permitted to sell, and later repurchase, eligible commercial mortgage loans collateralized by multi-family hospitality, office, retail, industrial or self-storage properties or such other property types acceptable to Citibank. The expiration date for adding new loans to the facility is April 1, 2027, unless extended or earlier terminated in accordance with the terms of the Citibank Repurchase Agreement. Any capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Citibank Repurchase Agreement.

Under the Citibank Repurchase Agreement, the purchase price paid by PDF Lending C for each Purchased Asset is equal to the product of (a) the lesser of (i) the unpaid principal balance of such Purchased Asset and (ii) the Market Value of such Purchased Asset, multiplied by (b) the applicable Purchase Price Percentage for such Purchased Asset. Upon repurchase of the Purchased Asset by PDF Lending C, the Repurchase Price for such Purchased Asset shall equal the sum of (i) the outstanding Purchase Price for such Purchased Asset, plus (ii) the accrued and unpaid Purchase Price Differential with respect to such Purchased Asset, plus (iii) all accrued and unpaid costs and expenses of Citibank relating to such Purchased Asset, plus (iv) any other amounts then due and owing by PDF Lending C to Citibank and its Affiliates pursuant to the terms of the Transaction Documents.

In connection with the Citibank Repurchase Agreement, the Company has agreed to guarantee certain obligations of PDF Lending C under the Citibank Repurchase Agreement.

Third Morgan Stanley Repurchase Agreement Amendment

On April 9, 2025, the Company entered into an amendment (the “Third Morgan Stanley Repurchase Agreement Amendment”) to the Morgan Stanley Repurchase Agreement. The Third Morgan Stanley Repurchase Agreement Amendment increased the master repurchase facility size from $300,000,000 to $350,000,000.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Certain Definitions

Except as otherwise specified in this quarterly report on Form 10-Q (the “Quarterly Report”), the terms “we,” “us,” “our” and the “Company” refer to AB Commercial Real Estate Private Debt Fund, LLC, a Delaware limited liability company. We refer to AllianceBernstein L.P., our investment adviser, as “AB” or the “Investment Manager,” and to State Street Bank and Trust Company or its affiliates, our administrator, as the “Administrator.” The term “Members” refers to holders of our limited liability company units, which we refer to herein as the “Units”. The term “LLC Agreement” refers to our Second Amended and Restated Limited Liability Company Operating Agreement.

Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about the Company, our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

•

general economic and market conditions, including heightened inflation, slower growth or recession, changes to fiscal and monetary policy, higher interest rates, currency fluctuations, and other conditions particularly affecting the real estate industry;

•

adverse conditions in the areas where our Portfolio Investments (as defined herein) or the properties underlying such Portfolio Investments are located and local real estate conditions;

•

an economic downturn could disproportionately impact the investments that we intend to target, potentially causing us to experience a decrease in investment opportunities and diminished demand for capital from our Portfolio Investments;

•

a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities;

•

interest rate volatility could adversely affect our results, particularly if we elect to use leverage as part of our investment strategy;

•

our future operating results;

•

our business prospects;

•

our contractual arrangements and relationships with third parties;

•

competition with other entities and our affiliates for investment opportunities;

•

the speculative and illiquid nature of our investments;

•

the use of borrowed money to finance a portion of our investments;

•

the adequacy of our financing sources and working capital;

•

the loss of key personnel;

•

the ability of the Investment Manager to locate suitable investments for us and to monitor and administer our investments;

•

the ability of the Investment Manager to attract and retain highly talented professionals;

•

limitations imposed on our business and our ability to satisfy requirements to maintain our exclusion from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”) or to maintain our qualification as a real estate investment trust, or REIT, for U.S. federal income tax purposes;

•

the effect of legal, tax and regulatory changes; and

•

the other risks, uncertainties and other factors we identify under “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled “Item 1A. Risk Factors” of the Annual Report on Form 10-K for the fiscal year ended December 31, 2024. These forward-looking statements apply only as of the date of this Quarterly Report. Moreover, we assume no duty and do not undertake to update the forward-looking statements.

The following analysis of the Company’s financial condition and results of operations should be read in conjunction with the Company’s financial statements and the related notes thereto contained elsewhere in this Quarterly Report.

Overview

We are a Delaware limited liability company formed on June 1, 2021 to operate as a private investment fund generally for qualified US investors. We have elected and intend to qualify annually to be taxed as a REIT under the Code. Our Board was appointed to serve the Company. However, pursuant to the Management Agreement between us and the Investment Manager, the Board delegated to the Investment Manager all rights, power, authority, discretion, duties and responsibilities in respect of the Company, including without limitation, responsibility for the investment activities of the Company and the day-to-day management and administration of the Company. The Board remains responsible for overseeing the performance of the Investment Manager. The investment management services provided by the Investment Manager are in accordance with our investment objectives and policies, subject to the oversight by the Board. To achieve certain tax, regulatory and/or administrative efficiencies, we may invest through or otherwise utilize one or more Subsidiaries that are managed and/or sponsored by the Investment Manager or its affiliates. The discussion in this Annual Report relating to investments made by us or other actions may relate to such investments or other actions made by a Subsidiary, as applicable. Our investment objective is to generate attractive risk-adjusted returns through a diversified portfolio of commercial real estate-related investments that are predominantly credit investments secured by commercial real estate located in the United States, principally through investments made pursuant to the investment program described herein.

We, directly or indirectly (including through a Subsidiary), invest in Portfolio Investments that may include, without limitation, the following: Directly Originated Loans; legacy, new issue, and single-borrower CMBSs; commercial real estate-related securities; performing, sub-performing and non-performing loans; and net lease assets. While we intend to focus primarily on loans directly secured by commercial real estate-related assets, we also have the flexibility, subject to compliance with the REIT qualification requirements, to invest in other types of debt investments, including unsecured debt of entities that directly or indirectly own real property or real estate-related debt. We may also invest in commercial real estate-related preferred and common equity interests where doing so is in keeping with our investment objective. We retain ultimate discretion on our investment profile.

Our Private Offering

The Company currently falls outside of the definition of an “investment company” under the Investment Company Act, by satisfying the conditions of Section 3(c)(5)(C) of the Investment Company Act, which excludes from the definition of an investment company persons that are primarily engaged in investing in interests in real estate. We expect to conduct private offerings of our Units to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). Our initial private offering of Units (the “Private Offering”) was conducted in reliance on Regulation D under the Securities Act. Any investors in our Private Offering were required to be “accredited investors” as defined in Regulation D of the Securities Act. The criteria required of Regulation D under the Securities Act may not apply to investors in subsequent offerings. Investments by U.S. investors in the Private Offering were also subject to state securities laws. Further, due to certain anti-money laundering restrictions and economic sanctions concerns, Units may not be offered, sold, transferred, or delivered, directly or indirectly, to certain unacceptable investors. Our LLC Agreement also imposes additional restrictions upon the ownership of the Units to ensure, among other things, that we qualify and maintain our status as a REIT under the Code.

We entered into separate subscription agreements with a number of investors for the Private Offering. Each investor has made a capital commitment (a “Capital Commitment”) to purchase Units pursuant to a subscription agreement (a “Subscription Agreement”). We refer to the initial date on which Capital Commitments were first accepted by or on behalf of the Company from Members as the “Initial Closing,” and each such date on which Capital Commitments are accepted as a “closing.” Thereafter,

subsequent closings for additional Capital Commitments from new and existing Members may generally be held as of the end of the calendar quarter, subject to our discretion to hold closings at any other time.

Each Capital Commitment made by a Member at a closing has its own lock-up period (a “Lock-Up Period”). The Lock- Up Period for each Capital Commitment is the period commencing on the applicable closing and ending on the third anniversary of such closing. Upon the expiration of a Member’s Lock-Up Period, such Member may choose to be released from its Remaining Commitment (as defined below), subject to certain post-commitment period obligations.

A Member’s “Remaining Commitment” equals such Capital Commitment reduced by amounts contributed to the Company in respect of capital calls and post-commitment period capital calls and increased by (i) the amount of any unused capital contributions that are returned to such Member pursuant to the last sentence of the following paragraph and (ii) distributions to such Member that represent a return of capital (and not Current Income (as defined below)). Each Capital Commitment made by a Member is accounted for separately, including for purposes of determining Remaining Commitments and capital calls. In no event will a Member be required to make a capital contribution in respect of its Capital Commitment in excess of its Remaining Commitment.

Each Capital Commitment (or a portion thereof, as applicable) of a Member lasts until (i) the Company determines to repurchase all or any portion of such Member’s Units that are attributable to such Capital Commitment (or such portion thereof, as applicable), as discussed below (which for the avoidance of doubt, will not become available pursuant to a Member’s repurchase request until the expiration of the Lock-Up Period), (ii) such Member has chosen to be released from its Remaining Commitments after the expiration of its Lock-Up Period (except with respect to post commitment period obligations) or (iii) the Company has elected to wind up.

Investors are required to purchase Units each time we provide notice of a capital call, which notice is delivered at least 5 business days prior to the date on which a capital call is due, in an aggregate amount not exceeding their respective Capital Commitments. All capital calls generally are made pro rata in accordance with the investors’ Capital Commitments.

We currently have one class of Units. We may issue additional classes of Units in the future (or we may enter into agreements with certain Members that alter, modify or change the terms of the Units held by such Members), which may differ from the Units described herein, including, without limitation, in respect of a Related Investor. New classes of Units may be established by us without providing prior notice to, or receiving consent from, existing Members. The terms of such classes will be determined by us in our sole discretion. See Item 13. Certain Relationships and Related Transactions, and Director Independence—Transactions with Related Persons; Policies and Procedures for Review of Related Party Transactions—The Investment Manager—Diverse Member Group of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

We may, directly or indirectly, borrow for working capital purposes, including, but not limited to, paying fees and expenses or managing cash flows from Capital Commitments. In connection therewith, we will be authorized to pledge, charge, mortgage, assign, transfer and grant security interests to a lender in (i) all Capital Commitments, our right to initiate drawdowns and collect the capital contributions of the Members and to enforce their obligations to make capital contributions to purchase Units, and (ii) a Company collateral account into which the payment by the Members of their remaining Capital Commitment are to be made. We refer to any such financing as a “Commitment Facility.” In connection with any Commitment Facility, and as further described in the LLC Agreement, each Member remains absolutely and unconditionally obligated to fund capital calls duly issued by us or by the lender under a Commitment Facility (including, without limitation, those required as a result of the failure of any other Member to fund capital calls), without setoff, counterclaim or defense, including without limitation any defense of fraud or mistake, or any defense under any bankruptcy or insolvency law, including Section 365 of the Bankruptcy Code, subject in all cases to the Members’ rights to assert such claims against us in one or more separate actions; provided that, any such claims are subordinate to all payments due to the lenders under a Commitment Facility.

A Member that defaults in respect of its remaining Capital Commitment may be subject to certain remedies, including forfeiture of its Units.

The NAV per Unit is calculated by the Administrator (as defined below) as of each Valuation Date pursuant to the procedures determined by the Investment Manager. Generally, the last business day of each calendar quarter or such other date designated by us to accept the purchase of Units, as determined in our sole discretion, is the “Valuation Date.” The NAV per Unit is determined by dividing the value of the total assets of the Company less the liabilities of the Company by the total number of Units outstanding as at any Valuation Date. Liabilities are determined based upon generally accepted accounting principles, subject to our right, in consultation with the Investment Manager, to provide reserves or holdbacks for estimated accrued expenses, liabilities or contingencies, including general reserves or holdbacks for unspecified contingencies (even if not required by generally accepted accounting principles). In calculating the NAV per unit, income and expenditure are treated as accruing from day-to-day.

In connection with any capital call, the per Unit price for the corresponding purchase of Units is determined by the Company in accordance with the policies described herein. In particular, in the event that Units are issued as of the first business day of a calendar quarter, the per Unit price of such Units is equal to the NAV per Unit established by the Company as of the immediately preceding Valuation Date (i.e., the last business day of the immediately preceding calendar quarter). In the event that Units are issued on any day that is not the first business day of the calendar quarter, we use the methods described above, to the extent reasonably possible, to determine the NAV per Unit as of such issuance date.


	NAV Per Unit
December 31, 2024	$	9.4815
March 31, 2025	$	9.4019

Income

Our investment objective is to generate attractive risk-adjusted returns through investments primarily in loans secured by high quality commercial real estate properties located in the United States. The Investment Manager seeks to prioritize capital preservation and stable income for investors by building a portfolio of investments primarily through Directly Originated Loans secured by high-quality commercial real estate properties, including senior mortgage loans, mezzanine loans, and B-notes. Our investment strategy also allows for the acquisition of discounted loans with room to restructure in order to improve recoverability above the price paid or achieve an enhanced income stream. To a lesser extent, the Investment Manager invests in the following: legacy, new issue, and single-borrower CMBSs; commercial real estate-related securities; performing, sub-performing and non-performing/distressed loans; and net lease assets. While we focus mainly on loans directly secured by commercial real estate-related assets, we will also have the flexibility to invest in other types of debt investments, including unsecured debt of entities that directly or indirectly own real property or real estate-related debt, and may invest in commercial real estate-related preferred and common equity interests where doing so is in keeping with the investment objective. This embedded diversification enables the Team to invest across real estate debt opportunities in various stages of an economic cycle, and to capitalize on dislocations in the markets over time.

We generate revenue in the form of cash dividends, interest and other similar cash distributions received by the Company in respect of its investments, as well as principal repayment or sale or distribution proceeds in respect of such investments.

Expenses

Our primary operating expenses include the payment of fees to the Investment Manager pursuant to the Management Agreement and the LLC Agreement, payment of fees to the Administrator pursuant to the Administration Agreement and reimbursement of the Investment Manager or its affiliates for Organizational Expenses. For a description of fees payable to our Investment Manager under the Management Agreement and the LLC Agreement, see Item 1. Business—Investment Manager Fees of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

We will reimburse the Investment Manager for Organizational Expenses. Pursuant to an Expense Limitation Agreement (as amended), the Investment Manager may determine to cap Organizational Expenses and Company Expenses in the aggregate that are borne by the Company to the extent necessary to prevent Organizational Expenses and Company Expenses, on an annualized basis, from exceeding a percentage determined by the Investment Manager in its discretion. This cap will be maintained until the third anniversary of the Initial Closing Date, which is November 5, 2024. Pursuant to the cap, any fees waived and expenses borne by the Investment Manager may be reimbursed by the Company during the period of time following the end of the amortization period and ending on the third anniversary of the start of the amortization period, provided that no reimbursement payment will be made that would cause the Company’s expenses to exceed the same cap. Extraordinary expenses (including, but not limited to, litigation expenses, indemnification expenses, lender liability expenses and other expenses not incurred in the ordinary course of the Company’s business), the Management Fee, the Incentive Fee, interest expenses, financing costs and expenses, reserves for and costs associated with determining current expected credit losses, loan servicing fees and expenses and other fees and expenses incurred in connection with the acquisition, disposition, ownership and operating of the Portfolio Investments will not be included as Company Expenses for purposes of calculating the expense cap.

The Administrator receives negotiated fees paid out of our assets based upon the nature and the extent of services performed by the Administrator. We reimburse the Administrator for all reasonable out-of-pocket expenses.

We bear all direct costs, fees and expenses incurred in connection with our management and operations, including but not limited to the following, which we refer to as “Company Expenses”:

•

investment expenses (including any expenses that the Investment Manager reasonably determines to be related to investments, including expenses related to due diligence, sourcing, purchasing, structuring, originating, disposing, monitoring, financing or hedging of our or each Subsidiary’s assets, such as brokerage commissions, expenses relating to clearing and settlement charges, custodial fees, bank service fees and interest expense, whether or not the investment was consummated);

•

expenses related to owning and operating real assets;

•

servicing fees and expenses including such expenses incurred or such fees paid to the Investment Manager or its affiliate in its capacity as servicer if the Company believes the Investment Manager or its affiliate can provide such services more effectively and at a cost that is comparable to prevailing market rates for such services;

•

expenses incurred in connection with collection of monies owed to the Company or any Subsidiary;

•

expenses relating to compliance with REIT qualification requirements;

•

costs for forming and maintaining any Subsidiaries;

•

expenses arising out of or related to the foreclosure on collateral securing one or more investments of the Company, and, thereafter, expenses associated with holding, valuing, disposing of, trading, financing, negotiating and structuring such foreclosed collateral (including the costs of structuring, establishing, maintaining and liquidating any vehicles established to hold or facilitate the holding of such foreclosed collateral);

•

legal expenses;

•

professional fees (including, without limitation, expenses of asset managers, consultants and experts or master servicing or special servicing fees payable to a third party servicer or to the Investment Manager or its affiliates) relating to investments;

•

accounting expenses;

•

auditing and tax preparation and other tax-related expenses;

•

research-related expenses to the extent that such services fall within the safe harbor of Section 28(e) of the Exchange Act (including, without limitation, news and quotation services, market data services, and fees to third-party providers of research and/or portfolio risk management services);

•

travel-related expenses (including costs related to transportation, lodging and accommodations, meals and entertainment);

•

interest expense, initial and variation margin requirements, appraisal fees and expenses;

•

broken deal expenses and other transactional charges;

•

fees or costs, and all other out-of-pocket expenses incurred in connection with the preparation and distribution of reports to the Members and the operation and administration of the Company’s costs and expenses incurred in connection with the organization and offering and sale of Units (including, without limitation, all legal expenses, printing and mailing costs, insurance costs, filing and registration fees);

•

the Management Fee;

•

the Incentive Fee;

•

the costs and expenses of third-party risk management products and services (including, without limitation, the costs of risk management software or database packages);

•

any insurance, indemnity or litigation expense (including premiums for policies taken out to cover members of the Board and officers of the Investment Manager, regardless of whether or not those policies cover liability that is not indemnifiable pursuant to the terms of the LLC Agreement);

•

fees of the Administrator;

•

expenses associated with the Company’s or any Subsidiary’s administrative and reporting costs, financial statements and tax returns, including the meeting expenses of the Board or the Members;

•

expenses related to regulatory compliance;

•

expenses related to the procurement, maintenance, enhancement and use of software programs and systems;

•

expenses of certain in-house services performed by the Investment Manager in respect of the Company if the Investment Manager believes it can provide such services more effectively and at a cost that is comparable to prevailing market rates for such services;

•

compensation payable to the Company’s chief financial officer, chief accounting officer and other staff of the Company (which such compensation shall be allocated among the Company and other applicable clients of the Investment Manager on a basis that the Investment Manager believes in good faith to be fair and reasonable);

•

expenses incurred in connection with complying with provisions in other agreements, including “most favored nations” provisions;

•

any extraordinary expenses (including, to the extent permitted by law, if applicable, indemnification or litigation expenses and any judgments or settlements paid in connection therewith or other costs or expenses arising therefrom);

•

any taxes, fees or other governmental charges levied against the Company;

•

wind-up and liquidation expenses (and expenses comparable to the foregoing); and

•

other similar expenses related to the Company.

Generally, Company Expenses (other than any expenses that we determine in our sole discretion should be reflected in the NAV of the Units held by a particular Member) are reflected in the NAV of Units of all of the Members on a pro rata basis. To the extent that Company Expenses are borne by the Investment Manager or its affiliates, we reimburse such party for such expenses.

Portfolio Summary

As of March 31, 2025, the Company had made investments in 14 floating rate loans with a loan balance of $953.1 million along with investments in two unconsolidated equity investments for an initial consideration of $74.7 million. These loans had a weighted average interest rate of 8.19% and weighted average remaining term of 1.29 years.

Portfolio Investment Activity for the period ended March 31, 2025

Loans 3 and 10 were paid off at par.

Loans 16, 17, and 18 were originated.

Loan 7 matured in July 2024 and has not been repaid. As of October 2024 the Company changed this loan to non-accrual status. The Company has written off accrued interest based upon management's view of collectability of interest contractually owed after that date

Portfolio Information

The table below sets forth select information about the assets in the Company’s portfolio as of March 31, 2025:


Investment (in thousands)	Balance		Interest Rate at March 31, 2025			Maturity Date	Loan Structure	Property Type	Geographic Location
Loan 1	$	29,276		7.39	%	1/10/2026	First Lien	Multifamily	California
Loan 5	$	55,935		8.57	%	8/5/2025	First Lien	Office	Texas
Loan 6	$	27,748		9.07	%	7/5/2025	First Lien	Hospitality	California
Loan 7	$	19,625		13.38	%	7/10/2024	First Lien	Mixed Use	California
Loan 8	$	34,910		7.82	%	3/10/2026	First Lien	Industrial	Georgia
Loan 9	$	157,509		6.57	%	8/9/2025	First Lien	Student Housing	Various
Loan 11	$	134,984		9.82	%	11/10/2025	First Lien	Mixed Use	Tennessee
Loan 12	$	30,000		8.32	%	5/10/2027	First Lien	Hospitality	New York
Loan 13	$	100,063		8.57	%	6/10/2026	First Lien	Mixed Use	California
Loan 14	$	100,000		8.07	%	7/10/2027	First Lien	Multifamily	Virginia
Loan 15	$	58,721		8.82	%	1/9/2027	First Lien	Office	New York
Loan 16	$	61,425		6.67	%	3/9/2027	First Lien	Multifamily	Texas
Loan 17	$	67,275		6.77	%	3/9/2027	First Lien	Multifamily	Colorado
Loan 18	$	75,639		6.67	%	4/9/2028	First Lien	Multifamily	New York

As of March 31, 2025 the concentration of loans by property type, geographic location, and loan to value ("LTV") are as follows:

     Property type

     % of Loan Balance

AB Commercial Real Estate Private Debt Fund, LLC 10-Q