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): November 19, 2025

_________________________________________________________

Barings Private Credit Corporation

(Exact name of registrant as specified in its charter)

_________________________________________________________

Maryland

814-01397

86-3780522

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

300 South Tryon Street, Suite 2500

Charlotte, North Carolina

28202

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (704) 805-7200

N/A

(Former name or former address, if changed since last report.)

_________________________________________________________

Securities registered pursuant to Section 12(b) of the Act: None.

Check the appropriate box below if the Form 8-K filing 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))

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 x

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 3.02. Unregistered Sales of Equity Securities.

As of November 3, 2025, Barings Private Credit Corporation (the “Company”) sold 6,359,328.908 unregistered shares (the “Sold Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (with the number of Sold Shares issued being determined on November 20, 2025) pursuant to subscription agreements entered into with the participating investors for aggregate consideration of approximately $130.4 million.

The offer and sale of the Sold Shares were exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Regulation D thereunder and/or Regulation S under the Securities Act (the “Private Offering”).

The per share price at which the Company issued the Sold Shares was determined in accordance with Section 23 of the Investment Company Act of 1940, as amended.

Item 7.01 Regulation FD Disclosure.

December 2025 Distribution

On November 19, 2025, the Board of Directors declared a regular monthly distribution for December 2025 in the gross amount of $0.175 per share, payable on December 29, 2025 to stockholders of record on December 24, 2025.

Item 8.01. Other Events.

Net Asset Value

The net asset value per share of the Common Stock as of October 31, 2025 is $20.51.

Status of Offering

The Company is currently conducting the Private Offering on a continuous basis for up to $4.5 billion in shares of Common Stock. As of the date hereof, the Company has issued an aggregate of 138,526,176.40 shares of Common Stock in the Private Offering for total consideration of $2,855.7 million. These figures do not include any shares of Common Stock issued in connection with the Company’s dividend reinvestment plan. The Company intends to continue selling shares of Common Stock in the Private Offering on a monthly basis.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
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.

Barings Private Credit Corporation

Date: November 20, 2025

By:

/s/ Elizabeth A. Murray

Elizabeth A. Murray

Chief Financial Officer and
Chief Operating Officer

Barings Private Credit Corp 8-K