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): November 3, 2025

COMMONWEALTH CREDIT PARTNERS BDC I, INC.

(Exact name of registrant as specified in its charter)

Delaware

814-01387

86-3335466

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

360 S. Rosemary Avenue, Suite #1700

West Palm Beach, FL 33401

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (561) 727-2000

N/A

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

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	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))

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 1.01.

Entry into a Material Definitive Agreement.

New Investment Advisory Agreement

On November 3, 2025 (the “Closing Date”), pursuant to an agreement between Comvest Group Holdings LP (together with its affiliates, “Comvest”), the indirect parent company of Commonwealth Credit Advisors LLC (the “Adviser”), and an affiliate of Manulife Financial Corporation (with its affiliates, “Manulife”), through Manulife’s Global Wealth and Asset Management segment, Manulife acquired 75% of Comvest’s private credit business (the “Transaction”). On the Closing Date, Commonwealth Credit Partners BDC I, Inc. (the “Company”) entered into a new investment advisory agreement (the “New Investment Advisory Agreement”) between the Company and the Adviser, the Company’s current investment adviser. The New Investment Advisory Agreement was previously unanimously approved by the Board of Directors (the “Board”) at a special meeting of the Board held on August 27, 2025 and by a majority of the outstanding voting securities of the Company at a special meeting of stockholders of the Company held on September 24, 2025 (the “Special Meeting”) to become effective upon the Closing Date. The New Investment Advisory Agreement is substantively identical in all respects to the current investment advisory agreement between the Company and the Adviser, dated March 17, 2025 (the “Current Investment Advisory Agreement”).

The description above is only a summary of the New Investment Advisory Agreement and is qualified in its entirety by reference to a copy of the New Investment Advisory Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 1.02.

Termination of a Material Definitive Agreement.

On the Closing Date, in connection with the entry into the New Investment Advisory Agreement as described above in Item 1.01, the Current Investment Advisory Agreement was terminated.

Item 8.01.

Other Events.

On the Closing Date, Manulife completed the Transaction. A copy of the press release announcing the closing of the Transaction is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


10.1		New Investment Advisory Agreement, dated as of November 3, 2025, by and between the Company and Commonwealth Credit Advisors LLC.

99.1		Press Release.

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

SIGNATURE

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.

Commonwealth Credit Partners BDC I, Inc.

Date: November 7, 2025

/s/ Michael Altschuler

Michael Altschuler

Commonwealth Credit Partners BDC I, Inc. 8-K