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):

~~December~~February 1810, ~~2025~~2026

AB PRIVATE CREDIT INVESTORS CORPORATION

(Exact name of registrant as specified in its charter)

Maryland

814-01196

81-2491356

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

405 Colorado Street, Suite 1500

Austin, Texas 78701

(Address of principal executive offices and zip code)

(Zip Code)

Registrant’s telephone number, including area code: (512) 721-2900

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 ~~TradingSymbol~~Trading Symbol(s) Name of each exchange on which registered — — —

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.

OnThird ~~December 18,~~Amended ~~2025, ABPCI Funding II LLC, formerly known as ABPCIC Funding IV LLC (the “Borrower”), a wholly-owned subsidiary of AB Private Credit Investors Corporation (the “Fund”), amended~~ and ~~restated~~Restated ~~the~~Investment ~~credit~~Advisory agreement establishing its revolving credit facility (the “Credit Facility”) with Natixis, New York Branch, as administrative agent, the lenders and each of the other parties thereto. In connection with the Credit Facility, the Borrower entered into, among other agreements, (i) the amended and restated credit agreement (the “Credit Agreement”) among the Borrower, the lenders referred to therein, Natixis, New York Branch, as administrative agent (in such capacity, the “Administrative Agent”), U.S. Bank Trust Company, National Association, as collateral agent (in such capacity, the “Collateral Agent”) and collateral administrator (in such capacity, the “Collateral Administrator”), and U.S. Bank National Association, as custodian (in such capacity, the “Custodian”), (ii) the amended and restated account control agreement (the “Account Control Agreement”) among the Borrower, as debtor, the Collateral Agent, as secured party, and the Custodian, as securities intermediary (in such capacity, the “Securities Intermediary”), (iii) the amended and restated collateral management agreement (the “Collateral Management Agreement”), between the Borrower and AB Private Credit Investors LLC, as collateral manager (in such capacity, the “Collateral Manager”), (iv) the amended and restated collateral administration agreement (the “Collateral Administration Agreement”), among the Borrower, the Collateral Manager and the Collateral Administrator, (v) the amended and restated master loan sale and contribution agreement (the “Transfer Agreement”) between the Fund, as seller, and the Borrower, as buyer and (vi) the amended and restated retention letter (the “Retention Letter”), between the Fund, as retention provider, and the Borrower.

~~Under~~On ~~the~~February 10, ~~Credit Agreement~~2026, ~~the~~AB ~~Borrower~~Private ~~may,~~Credit ~~until~~Investors ~~December 18~~Corporation, ~~2025,~~a ~~borrow~~Maryland corporation (ithe “Fund”) up, toand ~~$216~~AB Private Credit Investors,~~000,000~~ ~~Class A-D1~~LLC ~~delayed~~a ~~draw~~Delaware ~~term~~limited ~~loans~~liability company (the “~~Class A-D1 Loans~~Adviser”), ~~(ii)~~the upFund’s toregistered ~~$44~~investment adviser,~~000,000~~ ~~Class A-D2~~entered ~~delayed~~into ~~draw~~a ~~term~~Third ~~loans~~Amended and Restated Investment Advisory Agreement (the “~~Class A-D2~~Third ~~Loans~~Amended and Restated Agreement”), which amended and ~~(iii) up~~restated tothat ~~$65~~certain Second Amended and Restated Investment Advisory Agreement,~~000,000~~ ~~Class~~dated March ~~A-R~~24, ~~revolving~~2022, ~~loans~~ (the “~~Class A-R~~Advisory ~~Loans~~Agreement”),. ~~which~~Pursuant ~~may~~to ~~converted~~the toThird ~~Class A-T~~Amended ~~term~~and ~~loans~~Restated atAgreement, (i) the ~~option~~Base Management Fee was reduced from 1.375% of the ~~Borrower~~Fund’s ~~during~~outstanding ~~the~~assets ~~commitment~~to ~~period~~1.25% ~~Borrowings~~of ~~under~~ the ~~Credit~~Fund’s ~~Agreement~~outstanding ~~will~~assets, ~~bear~~(ii) the ~~interest~~Income-Based atIncentive aFee ~~per~~was ~~annum~~reduced ~~rate~~to ~~equal~~be tocalculated as follows: (x) the ~~three~~8% Catch-~~month~~Up ~~standard~~Cap ~~overnight~~was ~~financing~~reduced ~~rate~~from ~~for~~the portion of the ~~relevant~~Pre-incentive ~~interest~~Fee ~~period~~Net ~~plus~~Investment anIncome, ~~applicable~~if ~~spread~~any, ~~which~~that ~~for~~exceeds the ~~Class A-D1~~8% ~~Loans~~Hurdle Rate but is 1less than 2.5150% in any calendar quarter, approximately 10% per annum, to such portion of the ~~Class A~~Pre-D2incentive ~~Loans~~Fee Net Investment Income, if any, that exceeds the 8% Hurdle Rate but is 1less than 2.8442% in any calendar quarter, approximately 9.7% per annum and (y) 20% of the ~~Class A~~amount of Pre-Rincentive ~~Loans~~Fee isNet 1Investment Income, if any, that exceeds 2.5750% ~~per~~in ~~annum.~~any ~~Interest~~calendar isquarter ~~payable~~was ~~quarterly~~reduced into ~~arrears~~17.5% ~~Any~~of ~~amounts~~the ~~borrowed~~amount ~~under~~of ~~the~~Pre-incentive ~~Credit~~Fee ~~Agreement~~Net ~~will~~Investment ~~mature~~Income, ~~and~~if ~~all~~any, ~~accrued~~that exceeds 2.42% in any calendar quarter and ~~unpaid~~(iii) the ~~interest~~Capital ~~thereunder~~Gains ~~will~~Fee bewas ~~due~~reduced ~~and~~from ~~payable,~~20.0% onof the ~~earlier~~Fund’s ofaggregate ~~(i) December 18,~~cumulative ~~2036~~realized orcapital ~~(ii) upon~~gains, ~~certain~~if ~~other~~any, ~~events~~to ~~which~~17.5% ~~result~~of inthe ~~accelerated~~Fund’s ~~maturity~~aggregate ~~under~~cumulative ~~the~~realized ~~Credit~~capital ~~Facility.~~gains, ~~Borrowing~~if ~~under~~any. ~~the~~All ~~Credit~~capitalized ~~Facility~~terms isused ~~subject~~but tonot ~~certain~~defined ~~restrictions~~herein ~~contained~~shall inhave the ~~Investment~~meaning ~~Company~~ascribed ~~Act~~to ofthem ~~1940,~~in asthe ~~amended~~Third Amended and Restated Agreement.

~~Borrowings~~The ~~under~~description ~~the~~above ~~Credit~~is ~~Agreement~~qualified ~~are~~in ~~secured~~its byentirety ~~all of the assets held~~ by ~~the~~reference ~~Borrower. Pursuant~~ to the ~~Collateral~~copy ~~Management Agreement, the Collateral Manager will perform certain duties with respect to the purchase and management~~ of the ~~assets~~Third ~~securing~~Amended ~~the Credit Facility. The Collateral Manager has elected to waive any fees that would otherwise be payable under the Credit Agreement~~ and ~~the~~Restated ~~Collateral Management~~ Agreement~~. The Borrower will reimburse the expenses incurred by the Collateral Manager in the performance of its obligations under the Collateral Management Agreement other than any ordinary overhead expenses~~, which ~~shall~~is ~~not~~filed beas ~~reimbursed~~Exhibit 10.1 ~~The~~to ~~Borrower~~this ~~has~~current ~~made~~report ~~customary~~on ~~representations~~Form 8-K and ~~warranties under the Collateral Management Agreement and~~ is ~~required~~incorporated toherein ~~comply~~by ~~with~~reference ~~various covenants, reporting requirements and other customary requirements for similar credit facilities~~thereto.

~~All~~Fee ofWaiver ~~the~~Letter accounts holding collateral pledged to the lenders by the Borrower under the Credit Agreement are held in the custody of the Securities Intermediary under the Control Agreement. The Collateral Administrator will maintain and perform certain collateral administration services with respect to the collateral pursuant to the Collateral Administration Agreement. As compensation for the services rendered by the Collateral Administrator, the Borrower will pay the Collateral Administrator, on a quarterly basis, customary fee amounts and reimburse the Collateral Administrator for its reasonable out-of-pocket expenses. The Collateral Administration Agreement and the obligations of the Collateral Administrator will continue until the earlier of (i) the liquidation of the collateral and the final distribution of the proceeds of such liquidation, (ii) the date on which all obligations have been paid in full or (iii) the termination of the Collateral Management Agreement.

~~The~~On ~~Fund~~February 10, ~~has contributed and/or sold certain assets to the Borrower pursuant to the Transfer Agreement~~2026, ~~and~~ the Fund ~~expects to continue to contribute~~ and~~/or~~ ~~sell assets to~~ the ~~Borrower~~Adviser ~~pursuant~~also toentered ~~the~~into ~~Transfer~~a ~~Agreement~~Fee ~~from~~Waiver ~~time~~Letter ~~to time in~~ (the ~~future.~~“Fee ~~The~~Waiver Fund may, but shall not be required to, repurchase and/or substitute certain assets previously transferred to the Borrower subject to the conditions specified in the Transfer Agreement and the Credit AgreementLetter”).

Pursuant to the ~~Retention~~Fee Waiver Letter, the Adviser agreed to voluntarily (i) reduce the Base Management Fee payable to the Adviser by the Fund, inunder ~~its~~the ~~capacity~~Advisory asAgreement ~~Retention~~from ~~Provider,~~1.375% ~~agreed~~of outstanding assets to, ~~among~~1.25% ~~other~~of ~~things~~outstanding assets, ~~directly~~(ii) calculate ~~retain~~the Income-Based Incentive Fee payable to the Adviser by the Fund under the Advisory Agreement as ~~originator~~follows: ~~for~~(x) the 8% Catch-Up Cap was reduced from the ~~purposes~~portion of the EUPre-incentive ~~securitization~~Fee ~~regulation~~Net ~~(as~~Investment ~~defined~~Income, if any, that exceeds the 8% Hurdle Rate but is less than 2.50% in any calendar quarter, approximately 10% per annum to such portion of the ~~Credit~~Pre-incentive ~~Agreement)~~Fee ~~and~~Net Investment Income, if any, that exceeds the UK8% ~~securitization~~Hurdle ~~framework~~Rate ~~(as~~but ~~defined~~is less than 2.42% in ~~the~~any ~~Credit~~calendar ~~Agreement)~~quarter, onapproximately an9.7% ~~ongoing~~per ~~basis~~annum and (y) 20% of the amount of Pre-incentive Fee Net Investment Income, aif ~~material~~any, ~~net~~that ~~economic~~exceeds ~~interest~~2.50% in any calendar quarter was reduced to 17.5% of the ~~Credit~~amount ~~Facility~~of ~~which~~Pre-incentive Fee Net Investment Income, if any, that exceeds 2.42% in any ~~event,~~calendar ~~will~~quarter ~~not~~and be(iii) reduce ~~less~~the ~~than~~Capital Gains Fee payable to the Adviser by the Fund under the Advisory Agreement from 20.0% of the Fund’s aggregate cumulative realized capital gains, if any, to 17.5% of the ~~nominal~~Fund’s ~~value~~aggregate cumulative realized capital gains, if any. Effective as of January 1, 2026 (the ~~collateral~~“Effective ~~for~~Date”) through February 10, 2026 (the ~~Credit~~“Waived ~~Facility~~Period”). The ~~Retention~~Adviser ~~Provider~~has ~~intends~~agreed to ~~retain~~calculate: ~~this~~(i) the ~~interest~~Base Management Fee as set forth therein (defined therein as the “Reduced Base Management Fee”), (ii) the Income-Based Incentive Fee as set forth therein (defined therein as the “Reduced Income-Based Incentive Fee”) and (iii) the Capital Gains Fee (defined there in as the ~~form~~“Reduced Capital Gains Fee”), and to waive such portion of ~~membership~~each ~~interests~~of the Base Management Fee, Income-Based Incentive Fee and Capital Gains Fee payable under the Advisory Agreement that is in excess of the ~~Borrower~~Reduced Base Management Fee, Reduced Income-Based Incentive Fee and Reduced Capital Gains Fee, as applicable.

~~The~~For the avoidance of doubt, the purpose of the Fee Waiver Letter is to reduce the Base Management Fees, Income-Based Incentive Fees and Capital Gains Fees payable to the Adviser by the Fund ~~incurred~~during ~~certain~~the ~~customary~~Waived ~~fees~~Period. In order to ensure that the Reduced Base Management Fee is less than the Base Management Fee that would otherwise be payable under the Advisory Agreement, ~~costs~~the Adviser will, for the Waived Period, calculate the Reduced Base Management Fee and ~~expenses~~the inBase ~~connection~~Management ~~with~~Fee under the ~~closing~~terms of the ~~Credit~~Advisory Agreement. If, for any portion of the Waived Period, the Reduced Base Management Fee would be greater than the Base Management Fee calculated under the terms of the Advisory Agreement, the Adviser shall only be entitled to the lesser of those two amounts. In

~~The~~ order ~~foregoing~~to ~~descriptions~~ensure ofthat the ~~Credit~~Reduced Income-Based Incentive Fee is less than the Income-Based Incentive Fee that would otherwise be payable under the Advisory Agreement, the ~~Account~~Adviser ~~Control~~will, ~~Agreement~~for the Waived Period, calculate the ~~Collateral~~Reduced ~~Management~~Income-Based Incentive Fee and the Income-Based Incentive Fee under the terms of the Advisory Agreement. If, for any portion of the ~~Collateral~~Waived ~~Administration~~Period, the Reduced Income-Based Incentive Fee would be greater than the Income-Based Incentive Fee calculated under the terms of the Advisory Agreement, the ~~Transfer~~Adviser ~~Agreement~~shall ~~and~~only be entitled to the ~~Retention~~lesser ~~Letter~~of dothose ~~not~~two ~~purport~~amounts. In order to beensure ~~complete~~that ~~and~~the ~~are~~Reduced ~~qualified~~Capital inGains ~~their~~Fee ~~entirety~~is byless than the ~~full~~Capital ~~text~~Gains ofFee ~~each~~that ofwould otherwise be payable under the ~~Credit~~Advisory Agreement, the ~~Account~~Adviser ~~Control~~will, ~~Agreement~~for the Waived Period, calculate the ~~Collateral~~Reduced ~~Management~~Capital Gains Fee and the Capital Gains Fee under the terms of the Advisory Agreement. If, for any portion of the ~~Collateral~~Waived ~~Administration~~Period, ~~Agreement~~the ~~and~~Reduced Capital Gains Fee would be greater than the ~~Transfer~~Capital Gains Fee calculated under the terms of the Advisory Agreement, ~~which~~the ~~are~~Adviser ~~attached~~shall ~~hereto~~only asbe ~~exhibits,~~entitled ~~and~~to ~~are~~the ~~incorporated~~lesser of those two amounts. All capitalized terms used but not defined herein byshall ~~reference~~have the meaning ascribed to them in the Third Amended and Restated Agreement.

~~Item 2.03~~The --description ~~Creation~~above is qualified in its entirety by reference to the copy of athe ~~Direct~~Fee ~~Financial~~Waiver ~~Obligation~~Letter, orwhich anis ~~Obligation~~filed ~~under~~as anExhibit 10.2 ~~Off~~to this current report on Form 8-~~Balance~~K ~~Sheet~~and ~~Arrangement~~is ofincorporated aherein ~~Registrant~~by reference thereto.

~~The information set forth under~~ Item 19.01 ~~above~~Financial isStatements ~~incorporated~~and ~~by reference into this Item 2.03.~~ Exhibits

~~Item 9.01~~(d) ~~-- Financial Statements and~~ Exhibits .

(d) Exhibits


Exhibit No.

10.1		Third Amended and Restated Investment Advisory Agreement by and between AB Private Credit Investors Corporation and AB Private Credit Investors LLC, dated February 10, 2026.

10.2		Fee Waiver Letter Delivered to AB Private Credit Investors Corporation by AB Private Credit Investors LLC, dated February 10, 2026.

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

ExhibitNumber		Description
10.1		Amended and Restated Credit Agreement, dated as of December 18, 2025, among ABPCI Funding II LLC, as borrower, the lenders referred to therein, Natixis, New York Branch, as administrative agent, U.S. Bank Trust Company, National Association, as collateral agent and collateral administrator and U.S. Bank National Association as custodian.
10.2		Amended and Restated Master Loan Sale and Contribution Agreement, dated as of December 18, 2025, by and between AB Private Credit Investors Corporation, as seller, and ABPCI Funding II LLC, as buyer.
10.3*		Amended and Restated Account Control Agreement, dated as of December 18, 2025, among ABPCI Funding II LLC, as debtor, U.S. Bank Trust Company, National Association, as collateral agent and the secured party and U.S. Bank National Association, as securities intermediary.
10.4		Amended and Restated Collateral Management Agreement, dated as of December 18, 2025, by and between ABPCI Funding II LLC, as borrower, and AB Private Credit Investors LLC, as collateral manager.
10.5		Amended and Restated Collateral Administration Agreement, dated as of December 18, 2025, among ABPCI Funding II LLC, AB Private Credit Investors LLC, as collateral manager, and U.S. Bank Trust Company, National Association, as collateral administrator.
10.6		Amended and Restated Retention Letter, dated as of December 18, 2025, by and between AB Private Credit Investors Corporation, as retention provider, and ABPCI Funding II LLC, as borrower.
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURE

*Pursuant ~~Exhibits and/or schedules~~ to ~~this~~the ~~Exhibit~~requirements ~~have~~of ~~been~~the ~~omitted~~Securities inExchange ~~accordance~~Act ~~with~~of ~~Item~~1934, ~~601~~as ofamended, ~~Regulation~~the ~~S-K.~~Registrant ~~The~~has ~~registrant~~duly ~~agrees~~caused tothis ~~furnish~~Current ~~supplementally~~Report aon ~~copy~~Form 8-K ofto ~~all~~be ~~omitted~~signed ~~exhibits~~on ~~and/or~~its ~~schedules~~behalf toby the ~~SEC~~undersigned ~~upon~~hereunto ~~its~~duly ~~request~~authorized.

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.

AB PRIVATE CREDIT INVESTORS CORPORATION

Date: February 10, 2026

/s/ Leon Hirth

Leon Hirth

Filing Compare · AB Private Credit Investors Corp