Goldman Sachs Private Credit Corp. Sells ~$94M in Unregistered Shares

What Happened

• Goldman Sachs Private Credit Corp. filed an 8-K on Sept. 22, 2026 reporting that, as of Sept. 1, 2026 (final share counts determined Sept. 18, 2026), it sold unregistered shares under Section 4(a)(2)/Reg D and/or Reg S. The offering raised about $93.98 million: 3,781,846 Class I shares for $93.047 million and 38,002 Class S shares for $0.935 million. The company relied on purchaser representations that buyers were accredited investors and/or Non‑U.S. Persons.
• The filing also discloses the Board’s Aug. 6, 2026 declaration of a regular August distribution of $0.1850 per share (payable on or about Sept. 30, 2026; record date Aug. 31, 2026) and updated NAV and portfolio figures as of Aug. 31, 2026.

Key Details

• Unregistered share sale (offering exemptions): Class I — 3,781,846 shares for $93,047 (in thousands); Class S — 38,002 shares for $935 (in thousands). Total consideration ≈ $93,982,000.
• August distribution: $0.1850 gross per share; Class I annualized distribution yield (monthly annualized) = 9.0%; Class S net = $0.1676 after $0.0174 servicing fee; Class D net = $0.1799 after $0.0051 fee.
• NAV and portfolio (as of Aug. 31, 2026): total NAV ≈ $9.6 billion; NAV per share = $24.60 for Class I, S and D; investment portfolio fair value ≈ $18.2 billion.
• Fund leverage (Aug. 31, 2026): 0.9x (average daily borrowings / average net assets). Reported short- and longer-term NAV total returns (based on NAV) for Class I: 1‑month 0.8%, 3‑month 1.9%, YTD 4.5%, 1‑year 7.5%, inception-to-date 9.4%.

Why It Matters

• Capital raise: The unregistered sale increased the company’s equity by roughly $94 million, which can affect liquidity and capital available for new investments or balance-sheet needs. The use of Reg D/Reg S indicates sales to qualified (accredited/Non‑U.S.) investors rather than a registered public offering.
• Income signal: The declared $0.1850 monthly distribution and a 9.0% annualized yield for Class I (monthly annualized based on month‑end NAV) are material for income-focused investors evaluating current cash distributions.
• Scale and risk metrics: NAV ($9.6B), portfolio fair value ($18.2B) and modest leverage (0.9x) give investors updated measures of fund size and leverage usage as of Aug. 31, 2026. Past performance figures are reported but, per the filing, are not indicative of future results.