UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 26, 2025

StepStone Private Credit Fund LLC

(Exact name of registrant as specified in its charter)

Delaware

814-01624

92-0758580

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

277 Park Avenue 44^th Floor

New York, New York

10172

(Address of principal executive offices)

(Zip Code)

(212) 351-6100

(Registrant’s telephone number, including area code)

n/a

(Former name or former address, if changed since last report)

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

Indicate by check mark

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 3.02

Unregistered Sales of Equity Securities.

As of September 1, 2025, Stepstone Private Credit Fund LLC (the “Company”) sold 3,624,185 unregistered shares (the “Sold Shares”) of the Company’s limited liability company interests (the “Shares”) (with the final number of Sold Shares issued being determined on September 26, 2025) pursuant to subscription agreements entered into with the participating investors for aggregate consideration of $95.8 million.

The offer and sale of the Sold Shares were conducted in connection with the Company’s continuous private offering of Shares in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act, Regulation D promulgated thereunder and/or Regulation S under the Securities Act (the “Private Offering”).

Item 8.01

Other Events.

Net Asset Value

The Company’s net asset value per Share as of August 31, 2025, as determined in accordance with the Company’s valuation policy, was $26.43.

As of August 31, 2025, the Company’s aggregate net asset value was approximately $1,435.4 million, the fair value of its investment portfolio was approximately $2,505.5 million, and it had $1,140.6 million in debt outstanding (at principal).

Status of Offering

The Company is currently conducting the Private Offering on a continuous basis for up to $10 billion in Shares. As of the date hereof, the Company has issued an aggregate of 55,499,195 Shares in the Private Offering for total consideration of approximately $1,447.50 million. These figures do not include any Shares issued in connection with the Company’s distribution reinvestment plan (if any) and do not account for Shares repurchased by the Company in connection with the Company’s discretionary quarterly share repurchase program. The Company intends to continue selling Shares in the Private Offering on a monthly basis.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: September 26, 2025
	StepStone Private Credit Fund LLC

	By:	/s/ Joseph Cambareri
	Name:	Joseph Cambareri
	Title:	Chief Financial Officer

Stepstone Private Credit Fund LLC 8-K