8-K: PGIM Private Credit Fund Issues Notes, Declares Distributions

PGIM Private Credit Fund announced the issuance of unregistered Class S and D common shares with promissory notes, declared December 2025 distributions, and updated its Net Asset Value and offering status.

Summary

• PGIM Private Credit Fund issued and sold 220 unregistered Class S and Class D common shares for an aggregate offering price of approximately $25,571 as of December 1, 2025.
• The shares were sold to approximately 110 separate investors, bundled with promissory notes each having a principal amount of $1,000.
• The promissory notes carry an annual interest rate of 12.00%, payable semi-annually, and have a 30-year term maturing in 2055.
• The Fund declared December 2025 distributions for Class S, Class D, and Class I shares, payable on or about January 30, 2026, to shareholders of record as of December 31, 2025.
• Net Asset Value (NAV) per share as of November 30, 2025, was $25.35 for Class S, $25.29 for Class D, and $24.81 for Class I.
• The Fund's aggregate NAV was $198.9 million, with an investment portfolio fair value of $312.7 million and $121.7 million of debt outstanding as of November 30, 2025.
• The Fund is continuously offering up to $2.5 billion in shares publicly and also conducting a private offering, with total shares issued across both offerings amounting to 6,918,237 for $174,488,254.

Sentiment

Score: 7

Explanation: The Fund is actively engaged in capital raising and providing consistent, attractive distributions to investors, particularly with the high-yield promissory notes. This indicates a stable and growth-oriented operational status, though detailed financial performance metrics are not provided in this specific filing.

Positives

• The Fund successfully raised capital through the issuance of unregistered shares and promissory notes, indicating investor confidence.
• Promissory notes offer a competitive 12.00% annual interest rate over a 30-year term, providing attractive income for note holders.
• Consistent declaration of regular and variable distributions across all share classes (Class S, D, I) demonstrates a commitment to shareholder returns.
• The Fund maintains a continuous public offering of up to $2.5 billion in shares, alongside a private offering, suggesting ongoing growth and capital deployment opportunities.

Negatives

• The newly issued Class S and Class D common shares are unregistered, which may limit their liquidity and transferability for investors.
• A prepayment premium of $100 per note is applicable if the Fund prepays the promissory notes within 24 months of the original issue date, potentially reducing the effective yield for note holders in case of early redemption.

Risks

• Failure to pay the principal amount of the promissory notes when due constitutes an Event of Default.
• Failure to pay any amounts of stated yield (interest) on the promissory notes when due constitutes an Event of Default.
• The Fund defaulting on other debts, admitting inability to pay debts, or facing bankruptcy/insolvency proceedings are Events of Default that could accelerate the maturity of the notes.
• Amendments to note terms or acceleration upon default require approval from holders of more than 50% of the aggregate outstanding principal amount of the series of promissory notes, potentially limiting individual note holder control.

Future Outlook

The Fund intends to continue selling shares in its public offering (up to $2.5 billion) and its private offering on a monthly basis, indicating an ongoing strategy for capital growth and investment.

Industry Context

The private credit sector continues to be an active area for capital deployment, with funds like PGIM Private Credit Fund providing direct lending solutions. The issuance of high-yield promissory notes at 12.00% reflects the competitive landscape for attracting capital in this market, where investors seek attractive returns often associated with less liquid, privately originated debt. The continuous offering structure is typical for non-traded funds seeking to raise capital over an extended period.

Related Party Transactions

• H&L Equities, LLC, a registered broker-dealer and an affiliate of REIT Funding, LLC, offered the promissory notes.
• The Fund will pay fees to, and cover certain expenses of, REIT Funding, LLC, which is responsible for paying brokerage or placement fees to H&L Equities, LLC.
• The Fund will also pay fees to, and cover certain expenses of, REIT Administration, LLC, an affiliate of REIT Funding, LLC, for administrative services related to the promissory notes.

Stakeholder Impact

• **Shareholders (Class S, D, I):** Benefit from declared regular and variable distributions, providing income and potential for reinvestment.
• **Note Holders:** Receive a fixed 12.00% annual interest yield over a 30-year term, offering a stable income stream, subject to prepayment terms.
• **Prospective Investors:** Have ongoing opportunities to invest in the Fund's shares through continuous public and private offerings.
• **Affiliated Entities (H&L Equities, REIT Funding, REIT Administration):** Receive fees for their roles in facilitating capital raises and providing administrative services, indicating continued business for these related parties.

Next Steps

• Continue selling shares in the public and private offerings on a monthly basis.
• Pay December 2025 distributions to shareholders on or about January 30, 2026.
• Make semi-annual interest payments on promissory notes on or before June 30 and December 31 of each calendar year until their maturity in 2055.

Key Dates

Recommendation

The filing details routine capital raising activities and consistent distribution declarations, including attractive 12.00% yield promissory notes. While these aspects are positive for income-seeking investors and indicate operational stability, the absence of comprehensive financial performance data beyond NAV and portfolio value warrants a 'hold' recommendation. Investors should maintain their current positions and await more detailed financial reporting to make a more informed decision on increasing or decreasing exposure, as the full risk-reward profile of the underlying investments is not fully discernible from this filing alone.

Keywords

PGIM Private Credit Fund, Private Credit, Promissory Notes, SEC 8-K, Distributions, NAV, Unregistered Shares, Private Placement, Fixed Income, Investment Fund, Capital Raise