AB Private Lending Fund 8-K

What Happened
AB Private Lending Fund's Board of Trustees approved an Amended and Restated Distribution Reinvestment Plan (the "Amended DRP") on May 7, 2026. The Amended DRP becomes effective May 7, 2026 and applies to the reinvestment of cash distributions paid on or after that date. Under the plan, cash distributions for participating shareholders are reinvested in additional common shares of beneficial interest ("Shares") at a price equal to the Fund’s net asset value (NAV) per share as of the first calendar day of the month following the distribution record date.

Key Details

• Effective date: May 7, 2026; applies to cash distributions paid on or after May 7, 2026.
• Reinvestment price: NAV per share as of the first calendar day of the month following the distribution record date.
• Tender-offer treatment: If a participant tenders some Shares in a Fund tender offer, participation in the Amended DRP will be terminated only for the Shares actually repurchased — not for Shares for which repurchase was requested but not completed.
• California requirement: Investors located in California must opt in to participate in the Amended DRP.
  (The full Amended DRP is filed as Exhibit 4.1 to the 8-K.)

Why It Matters
This change affects how and when investors' cash distributions are converted into additional Fund shares and clarifies treatment during tender offers. The tender-offer provision can allow shareholders who request repurchase but do not have all requested shares repurchased to remain in the DRP for the unreplaced shares, preserving automatic reinvestment on those remaining holdings. California residents should note the opt-in requirement if they want to participate.