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): ~~October 8~~November 19, 2025

MANULIFE PRIVATE CREDIT FUND

(Exact name of Registrant as Specified in Its Charter)

Delaware

814-01664

92-3968552

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

197 Clarendon Street

Boston, Massachusetts

02116

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (617) 663-3000

(Former Name or Former Address, if Changed Since Last Report)

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:

☐	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 (§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 1 5.0107. ~~Entry~~Submission ~~into~~of aMatters ~~Material~~to ~~Definitive~~the ~~Agreement.~~Vote of Security Holders

OnAt ~~October 8,~~a ~~2025,~~special ~~Manulife~~meeting ~~Private~~of ~~Credit~~shareholders ~~Fund~~held ~~SPV~~on November 19, ~~LLC~~2025, athe ~~wholly~~shareholders ~~owned subsidiary~~ of Manulife Private Credit Fund (the “Fund”), ~~entered~~unanimously ~~into~~approved a ~~Third~~new ~~Amendment~~subadvisory toagreement ~~Loan~~between ~~and~~Manulife ~~Security~~Investment ~~Agreement~~Management ~~(the~~Private ~~“Amendment”),~~Markets ~~as borrower~~ (~~the “Borrower”~~US), ~~with the Fund~~LLC, as the ~~parent~~investment ~~and~~adviser ~~portfolio~~to ~~manager,~~the ~~The~~Fund ~~Bank of New York Mellon Trust Company, National Association~~ (~~“BNY~~the ~~Mellon~~“Adviser”), ~~as collateral agent, collateral administrator~~ and ~~securities~~Comvest ~~intermediary,~~Credit ~~and JPMorgan Chase Bank~~Advisors, ~~National~~LLC ~~Association~~ (the “~~JPMorgan~~Subadviser”), aswith ~~administrative~~respect ~~agent, amending that certain Loan and Security Agreement, dated as of March 26, 2024 (as amended by that certain First Amendment~~ to ~~Loan and Security Agreement, dated as of November 26, 2024, and Second Amendment to Loan and Security Agreement, dated as of April 10, 2025), by and among~~ the ~~Borrower, the~~ Fund, BNY Mellon, JPMorgan and the lenders party thereto that provides a secured credit facility initially of up to $150 million, which has been increased as discussed below, with an initial reinvestment period ending March 26, 2027 and an initial final maturity date of March 26, 2029, which was subsequently extended to November 26, 2029 (~~as amended,~~ the “~~JPM~~Subadvisory ~~Funding Facility~~Agreement”).

The Amendment provides for an increase to the maximum loan commitments available under the JPM Funding Facility to $212.5 million, with an option for the Borrower to further increase the maximum loan commitments to $250 million. In addition, the Amendment provides for a decrease in the interest rate on borrowings under the JPM Funding Facility from an applicable margin of 2.20% to 2.00%, in each case over Term Secured Overnight Funds Rate or a Base Rate. The Fund and the Borrower, as applicable, have made customary representations and warranties in the Amendment. The other terms of the JPM Funding Facility remain materially unchanged.


Votes For	Votes Against	Abstain
8,256,379.591	0	0

~~Borrowings~~Item ~~under~~8.01. ~~the~~Other ~~JPM Funding Facility are subject to leverage restrictions contained in the Investment Company Act of 1940, as amended~~Events.

~~Terms~~It ~~used~~is inanticipated that the ~~foregoing~~Subadvisory ~~paragraphs~~Agreement ~~and~~will ~~not~~become ~~defined~~effective ~~herein~~January 1, ~~have~~2026, ~~the~~or ~~meanings~~such ~~set~~later ~~forth~~date inas the ~~JPM~~officers ~~Funding~~of ~~Facility~~the ~~and~~Fund ~~the~~may ~~Amendment~~choose. The ~~descriptions~~Fund’s ~~above~~investment ~~are~~objective ~~only~~and astrategies ~~summary~~will ofnot ~~the~~change ~~material~~as ~~provisions~~a result of the ~~JPM~~appointment ~~Funding~~of ~~Facility~~the ~~and~~Subadviser. ~~the~~The ~~Amendment,~~Adviser’s ~~and~~Senior ~~are~~Loan ~~qualified~~Investment inCommittee ~~their~~(“Investment ~~entirety~~Committee”) bywill ~~reference~~continue to amanage ~~copy of~~ the ~~JPM~~Fund’s ~~Funding~~portfolio ~~Facility,~~under ~~which was filed as Exhibit 10.1 to~~ the ~~report on Form 8-K filed on March 27~~Subadviser, ~~2024~~subject ~~and~~to ~~incorporated~~oversight by ~~reference herein, and by reference to a copy of~~ the ~~Amendment~~Adviser, ~~which~~except isMessrs. ~~filed~~Vipon asGuy ~~Exhibit~~and 10Brian toAlbert ~~this~~will ~~current~~no ~~report~~longer onbe ~~Form~~members ~~8-K~~of ~~and~~the ~~incorporated~~Investment ~~by reference herein~~Committee.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.		Description
10*		Third Amendment to Loan and Security Agreement dated October 8, 2025 among Manulife Private Credit Fund SPV, LLC, as borrower, Manulife Private Credit Fund, as the parent and as portfolio manager, the lenders party thereto, The Bank of New York Mellon Trust Company, National Association, as collateral agent, collateral administrator and securities intermediary, and JPMorgan Chase Bank, National Association, as administrative agent.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Registration S-K. The exhibit’s table of contents includes a brief description of the subject matter of all of its schedules and exhibits, including the omitted schedules and exhibits. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.

SIGNATURES

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

Date: October 14, 2025	MANULIFE PRIVATE CREDIT FUND
Date: November 20, 2025	MANULIFE PRIVATE CREDIT FUND
	By:	/s/ Betsy Anne Seel
		Name:	Betsy Anne Seel
		Title:	Assistant Secretary

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