AB Private Credit Investors Corp 8-K

What Happened

• AB Private Credit Investors Corporation and its adviser, AB Private Credit Investors, LLC, entered into a Third Amended and Restated Investment Advisory Agreement dated February 10, 2026 that reduces the adviser’s fees. On the same date they also executed a Fee Waiver Letter that applies retroactively for the period January 1, 2026 through February 10, 2026.
• The amendments lower the Adviser’s ongoing and performance-based compensation, including the base management fee, income-based incentive fee structure, and capital gains fee.

Key Details

• Base Management Fee: reduced from 1.375% of outstanding assets to 1.25%.
• Income-Based Incentive Fee: recalibrated — the “catch-up” portion tied to returns between the 8% hurdle and approximately 2.50% quarterly (≈10% p.a.) is changed to the range up to 2.42% quarterly (≈9.7% p.a.), and the top-tier rate was cut from 20% to 17.5% for amounts above the new threshold.
• Capital Gains Fee: reduced from 20.0% to 17.5% of the Fund’s aggregate cumulative realized capital gains.
• Fee Waiver Letter (Jan 1, 2026 – Feb 10, 2026): the Adviser agreed to waive the portion of fees in excess of the reduced fee amounts for the waiver period and will calculate both the original and reduced fees to ensure the Fund pays the lower amount.

Why It Matters

• Lower base and performance fees reduce the adviser’s take and, all else equal, increase the portion of returns retained by shareholders. This can modestly improve net returns and lower ongoing expenses for investors in the Fund.
• The changes affect both income-based and realized-gain performance fees, so impact depends on the Fund’s future income and realized gains. The temporary waiver provides an immediate, though limited, reduction in fees for the early-2026 period.
• These are contractual fee changes between the Fund and its adviser disclosed in the Form 8-K; investors should review the full advisory agreement and fee waiver (filed as exhibits) for detailed definitions and calculation mechanics.