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): ~~June~~July 2216, 2026

AB COMMERCIAL REAL ESTATE PRIVATE DEBT FUND, LLC

(Exact name of registrant as specified in its charter)

Delaware

000-56320

87-1137341

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

66 Hudson Boulevard East ~~New York, New York 10001 (Address of principal executive offices and zip code)~~

New York, New York 10001

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (212) 486-5800

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

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 31.0201 – ~~Unregistered~~Entry ~~Sale~~into ofa ~~Equity~~Material ~~Securities~~Definitive Agreement.

OnThird ~~June 22,~~Amendment ~~2026, AB Commercial Real Estate Private Debt Fund, LLC (the “Fund”) delivered a capital call notice~~ to ~~its~~Fee ~~investors~~Letter ~~relating to the Fund’s limited liability company units (the “Units”) for an aggregate offering price of $66,968,013.13. The sale is expected to close on or around July 1, 2026.~~

~~The~~On ~~sale~~July 16, 2026, AB CRE PDF Lending C LLC (“PDF”), a wholly-owned subsidiary of ~~Units~~AB isCommercial ~~being~~Real ~~made~~Estate ~~pursuant~~Private toDebt ~~subscription~~Fund, ~~agreements~~LLC (the “Company”), entered into by the ~~Fund~~third ~~and~~amendment ~~its~~(the ~~investors.~~“Fee ~~Under~~Letter Amendment”) to the ~~terms~~fee ofletter (as amended, the ~~subscription~~“Fee ~~agreements~~Letter”), ~~investors~~dated ~~are~~as ~~required~~of toApril 1, ~~fund~~2025, ~~capital~~as ~~calls~~amended toby ~~purchase~~that ~~Units~~certain upFirst Amendment to ~~the~~Fee ~~amount~~Letter, dated as of ~~their~~February 26, ~~respective~~2026 ~~capital~~and ~~commitments~~Second onAmendment anto Fee Letter, dated as~~-needed~~ ~~basis~~of ~~each~~April 1, ~~time~~2026, by and among PDF, as Seller, the ~~Fund~~Company, ~~delivers~~as aGuarantor, ~~notice~~and toCitibank, ~~its~~as ~~investors~~Buyer.

The ~~issuance~~Fee ofLetter ~~Units~~Amendment isincreased ~~exempt~~the ~~from~~Facility ~~the~~Amount ~~registration~~(as ~~requirements~~defined ofin the ~~Securities~~Fee ~~Act~~Letter) ofunder ~~1933,~~the asFee ~~amended,~~Letter ~~pursuant~~from $500,000,000 to ~~Section 4(a)(2) thereof and Regulation D thereunder~~$750,000,000.

The foregoing description of the Fee Letter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Fee Letter Amendment attached hereto as Exhibit 10.1.

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

The disclosure set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

10.1		Third Amendment to Fee Letter, dated as of July 16, 2026, by and among AB CRE PDF Lending C LLC, as Seller, AB Commercial Real Estate Private Debt Fund, LLC, as Guarantor, and Citibank, N.A., as Buyer.

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

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.

Date: June 24, 2026

AB COMMERCIAL REAL ESTATE PRIVATE DEBT FUND, LLC

Date: July 20, 2026

AB COMMERCIAL REAL ESTATE PRIVATE DEBT FUND, LLC

/s/ Leon Hirth

Leon Hirth

Filing Compare · AB Commercial Real Estate Private Debt Fund, LLC