PGIM Private Credit Fund 8-K

What Happened PGIM Private Credit Fund filed an 8-K (Dec 30, 2025) reporting the private issuance of 220 unregistered common shares (110 Class S and 110 Class D) issued with promissory notes, an update to net asset value (NAV) as of Nov 30, 2025, and declared regular and variable distributions for December 2025 payable Jan 30, 2026. The Notes accompanying the share sales have a $1,000 principal amount each (purchase price included one share), bear interest at 12.00% per year payable semi‑annually, and have a 30‑year term; the Fund may prepay notes (a $100 per‑Note premium applies if prepaid within 24 months). The Notes were offered through H&L Equities, LLC with placement/administrative fees paid to REIT Funding and REIT Administration.

Key Details

• Share issuance: 220 unregistered shares sold on Dec 1, 2025 (110 Class S, 110 Class D) for aggregate proceeds ≈ $25,571 (Class S $25.35/share; Class D $25.29/share).
• Note economics: $1,000 principal per Note, 12.00% annual interest, payable semi‑annually, 30‑year term; $100 prepayment premium if prepaid within 24 months.
• Distributions declared (record date Dec 31, 2025; payable on/about Jan 30, 2026):
  • Class S: Regular $0.22177 + Variable $0.03645 = $0.25822 total
  • Class D: Regular $0.23485 + Variable $0.03645 = $0.27130 total
  • Class I: Regular $0.24000 + Variable $0.03645 = $0.27645 total
• NAV and portfolio (as of Nov 30, 2025): Class S $25.35, Class D $25.29, Class I $24.81; aggregate NAV $198.9M; portfolio fair value $312.7M; outstanding debt (principal) $121.7M.
• Offering status: The Fund is continuously offering up to $2.5B. Combined Offering and Private Offering to date: 6,918,237 shares for $174,488,254 (per filing).

Why It Matters This filing shows the Fund is raising capital through long‑term promissory notes tied to a small private share issuance and continues its regular cash distributions. The 12% interest rate and 30‑year term on the Notes are material financing terms that affect the Fund’s interest expense and cash flow requirements. NAV and portfolio figures provide a snapshot of size and leverage (portfolio fair value vs. debt). Retail investors should note the record and payment dates for the declared distributions, the ongoing public Offering cap ($2.5B), and that the notes and shares were sold in private placements to accredited investors.