SCHEDULE: UW Foundation Amends Pearl Diver Credit Stake, Delegates Voting

The University of Wisconsin Foundation has amended its Schedule 13D filing for Pearl Diver Credit Co Inc., reporting a 21.5% beneficial ownership and delegating voting authority for shares held by Isthmus Capital LLC.

Summary

• University of Wisconsin Foundation (Reporting Person) filed an Amendment No. 1 to its Schedule 13D regarding its investment in Pearl Diver Credit Co Inc.
• The Reporting Person beneficially owns 1,459,021 shares of Common Stock, representing 21.5% of the outstanding shares as of June 30, 2025.
• This beneficial ownership includes sole voting and dispositive power over the 1,459,021 shares.
• The Foundation originally purchased 1,459,221 shares for approximately $29,179,861 in cash, with transactions ending on July 19, 2024, including the Issuer's initial public offering.
• A minor sale of 200 shares occurred on April 15, 2025, at $20 per share.
• A significant change is that the Foundation is no longer deemed a beneficial owner of shares held by Isthmus Capital LLC, where it was previously the majority member, due to an amendment to the Isthmus LLC Agreement.
• The Foundation has delegated the voting authority attributable to its interests in Isthmus to other members, subject to certain thresholds.
• The shares were acquired for investment purposes, and the Foundation intends to continue evaluating the Issuer's business and may engage with management or other shareholders to enhance shareholder value.
• The Foundation reserves the right to acquire or dispose of shares, propose mergers, or take other actions, but currently has no present plans for extraordinary corporate transactions or changes to the Issuer's board, management, capitalization, or dividend policy.

Sentiment

Score: 6

Explanation: The filing indicates a stable, long-term investment intent from a significant shareholder, with a minor adjustment in reported beneficial ownership due to internal governance changes rather than a change in core investment strategy. The investor retains a large stake and the right to influence the company.

Positives

• University of Wisconsin Foundation maintains a significant 21.5% stake in Pearl Diver Credit Co Inc., indicating continued investment interest.
• The Foundation's stated purpose is investment, with an intent to evaluate the Issuer's business and potentially engage with management to enhance shareholder value.

Negatives

• The Foundation sold 200 shares on April 15, 2025, for $20 per share, which is a minor reduction in its overall holding.
• The delegation of voting authority for Isthmus Capital LLC shares means the Foundation has less direct control over those specific shares, though it remains a majority member.

Risks

• The Reporting Person may dispose of all or part of its investment in the Common Stock at any time, depending on market conditions and other factors.
• The Reporting Person reserves the right to propose a merger or similar business combination with the Issuer or its affiliates, which could lead to significant corporate changes.

Future Outlook

The Reporting Person intends to continue evaluating the Issuer's business, prospects, and financial condition, and may engage in discussions with management and other shareholders to express views on potential changes to enhance shareholder value. The Foundation reserves the right to acquire or dispose of shares, or propose significant corporate actions like mergers, in the future.

Management Comments

• "The shares of Common Stock were acquired by the Reporting Person for the purpose of investment."
• "The Reporting Person intends to continue to evaluate the Issuer's business, prospects and financial condition, the market for the Common Stock, monetary and stock market conditions and other further developments."
• "As a part of such evaluation, the Reporting Person may participate in meetings or hold discussions with the Issuer's management, other shareholders, including Isthmus, and other persons in which the Reporting Person may express its views with respect to offerings of shares of Common Stock or potential changes in the operations, assets, capital structure or ownership of the Issuer as a means of enhancing shareholder value."

Industry Context

This filing primarily concerns a change in beneficial ownership reporting and voting arrangements for a significant institutional investor. It does not provide specific details about broader industry trends for Pearl Diver Credit Co Inc. beyond the investor's general intent to monitor the market and company performance.

Corporate Governance

Related Party Transactions

• The University of Wisconsin Foundation is the majority member of Isthmus Capital LLC.
• An amendment to the Isthmus LLC Agreement resulted in the Foundation no longer being deemed a beneficial owner of shares held by Isthmus and the delegation of voting authority.

Stakeholder Impact

• Shareholders: The filing clarifies the beneficial ownership structure of a major investor, potentially reducing perceived concentration of voting power by the University of Wisconsin Foundation over Isthmus-held shares, while the Foundation maintains a significant direct stake.
• Management: The Foundation explicitly states its intent to engage with management and other shareholders to enhance shareholder value, indicating potential future influence on strategic decisions.

Next Steps

• The Reporting Person will continue to evaluate the Issuer's business, prospects, and financial condition.
• The Reporting Person may participate in meetings or hold discussions with the Issuer's management and other shareholders.
• The Reporting Person may acquire additional shares or dispose of existing shares in the future.
• The Reporting Person reserves the right to propose a merger or similar business combination with the Issuer.

Key Dates

Recommendation

The filing indicates a stable, long-term investment by a significant institutional shareholder. While there's a technical adjustment in beneficial ownership reporting due to an internal agreement amendment and a minor share sale, the core investment thesis and the Foundation's substantial stake remain. There are no immediate catalysts for a strong buy or sell, suggesting a 'hold' position while monitoring the Foundation's stated intent to engage with management and evaluate the Issuer's performance.

Keywords

Pearl Diver Credit Co Inc., University of Wisconsin Foundation, Schedule 13D, Beneficial Ownership, Common Stock, Investment, Shareholder Value, Corporate Governance, Isthmus Capital LLC, Voting Rights, SEC Filing