Golub Capital Private Income Fund S 8-K

What Happened

• Golub Capital Private Income Fund S announced a private offering initial closing: on December 31, 2025 the Fund issued 4,273,517.12 unregistered common shares at $25.00 per share, raising $106,837,928. The sale was made to accredited investors and was exempt from registration under Section 4(a)(2), Regulation D, and/or Regulation S.
• The Fund also disclosed a regular distribution previously declared on December 29, 2025 for its common shares: gross $0.1667 per share, a shareholder servicing/distribution fee of $0.0177, and a net distribution of $0.1490 per share. Record date is January 31, 2026 and payment is expected on or about February 26, 2026 (cash or reinvested via the Fund’s dividend reinvestment plan).

Key Details

• Unregistered sale (Dec 31, 2025): 4,273,517.12 Common Shares; $25.00 per share; total $106,837,928.
• Offering exemption: Section 4(a)(2), Regulation D and/or Regulation S of the Securities Act.
• Adviser participation: GC Advisors LLC (the Adviser) contributed a portion of the proceeds from its own resources to purchase Common Shares on behalf of shareholders (the contribution came from the Adviser, not the Fund).
• Distribution details: Gross $0.1667 / servicing fee $0.0177 / net $0.1490 per share; record date Jan 31, 2026; pay date ~Feb 26, 2026; cash or reinvestment available.
• Fees: No underwriting discounts paid by the Fund; certain financial intermediaries may charge transaction or placement fees (selling agents may limit such charges to 3.5% of NAV).

Why It Matters

• The private offering raised about $107 million of capital, expanding the Fund’s capital base and potentially affecting assets under management and per-share metrics (e.g., NAV), though the filing does not quantify any dilution or NAV impact.
• Adviser participation by buying shares with its own resources may signal financial support or alignment with shareholders, but the Adviser—not the Fund—provided those funds.
• The declared January distribution provides an expected income payment for shareholders (cash or reinvestment), and investors should note possible intermediary fees (up to 3.5% of NAV) if shares are bought through certain brokers.

Keywords: private offering, unregistered shares, Regulation D, distribution, dividend, NAV, Golub Capital.