SCHEDULE: PGIM Private Credit Fund: Ownership Update

PGIM entities report changes in beneficial ownership of Class I, D, and S common shares of PGIM Private Credit Fund, including a share repurchase and dividend reinvestment plan activity.

Summary

• This filing is an amendment (Amendment No. 5) to a Schedule 13D concerning PGIM Private Credit Fund.
• It details changes in beneficial ownership for Class I, Class D, and Class S common shares.
• On July 28, 2026, Pruco Life Insurance Company repurchased 214,746.359 Class I Common Shares at $24.75 per share, totaling $5,314,972.39.
• PGIM Strategic Investments, Inc. and Pruco Life Insurance Company participate in the Issuer's Dividend Reinvestment Plan (DRIP).
• The filing indicates an 'exit filing' for Class S common shares, meaning reporting persons no longer beneficially own more than 5% of this class.
• Prudential Financial, Inc. and its subsidiaries (PGIM Strategic Investments, Inc., Pruco Life Insurance Company, The Prudential Insurance Company of America) are the reporting persons.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, primarily reporting on ownership adjustments and dividend reinvestment activities rather than significant strategic shifts or performance indicators.

Positives

• The repurchase of Class I shares by Pruco Life Insurance Company at $24.75 per share suggests a potential valuation or liquidity event.
• Participation in the Dividend Reinvestment Plan (DRIP) by PGIM Strategic Investments, Inc. and Pruco Life Insurance Company indicates continued investment and reinvestment in the fund's shares.

Negatives

• The repurchase of a significant number of Class I shares by an affiliate (Pruco Life Insurance Company) could indicate a reduction in the fund's overall outstanding shares held by external parties.
• The 'exit filing' for Class S common shares suggests a divestment or reduction of interest by the reporting persons in this specific share class.

Risks

• Potential for further share repurchases or redemptions impacting the liquidity and valuation of remaining shares.
• Changes in beneficial ownership percentages, especially a significant reduction in Class S shares, could signal strategic shifts or concerns about that particular class.

Future Outlook

The filing does not contain specific forward-looking statements or guidance. However, the ongoing participation in the DRIP suggests continued reinvestment in the fund's shares.

Management Comments

• "This Schedule 13D relates to the following classes of securities: Class I common shares of beneficial interest, par value $0.001 per share (the "Class I Common Shares") with CUSIP No. 71710E309, Class D common shares of beneficial interest, par value $0.001 per share (the "Class D Common Shares") with CUSIP 71710E200 and the Class S common shares of beneficial interest, par value $0.001 per share (the "Class S Common Shares" and together with the Class I Common Shares and the Class D Common Shares the "Common Shares") of PGIM Private Credit Fund, a Delaware statutory trust (the "Issuer")."
• "The filing of this Schedule 13D shall not be construed as an admission that Prudential Financial, Inc. is the beneficial owner of any securities covered by this Schedule 13D."
• "Reporting Person's no longer beneficially own more than 5% of the Class S Common Shares. This Amendment No. 5 constitutes an 'exit filing' with respect to the Class S common shares for the Reporting Persons."

Industry Context

StockSavvy.ai notes that Schedule 13D filings are crucial for tracking significant ownership changes in public companies. This particular filing highlights internal capital movements and potential strategic adjustments within the PGIM ecosystem, particularly concerning different share classes of the PGIM Private Credit Fund.

Related Party Transactions

• Repurchase of 214,746.359 Class I Common Shares by Pruco Life Insurance Company from PGIM Private Credit Fund on July 28, 2026, for $5,314,972.39.
• Participation of PGIM Strategic Investments, Inc. and Pruco Life Insurance Company in the Issuer's Dividend Reinvestment Plan (DRIP).

Stakeholder Impact

• Shareholders of Class I shares may see a slight reduction in the total number of outstanding shares held by external parties due to the repurchase.
• Holders of Class S shares may experience a change in the ownership landscape due to the 'exit filing' by reporting persons.
• Internal stakeholders within Prudential Financial, Inc. are managing capital allocation and ownership structures across different fund share classes.

Next Steps

• Monitor future filings for any further changes in beneficial ownership or strategic direction regarding the PGIM Private Credit Fund.
• Observe the impact of the Class S 'exit filing' on the market for those shares.

Key Dates

Keywords

PGIM Private Credit Fund, Schedule 13D, Beneficial Ownership, Share Repurchase, Dividend Reinvestment Plan, Class I Common Shares, Class D Common Shares, Class S Common Shares