SCHEDULE 13D/A: PGIM Private Credit Fund Updates Beneficial Ownership and Dividend Reinvestment Plan Holdings

PGIM Private Credit Fund has filed an amendment to its Schedule 13D, detailing updated beneficial ownership stakes by Prudential Financial subsidiaries, including significant share acquisitions and ongoing dividend reinvestment.

Summary

• This document is Amendment No. 3 to the Schedule 13D filing for PGIM Private Credit Fund, updating beneficial ownership information for Class I, Class D, and Class S Common Shares.
• Pruco Life Insurance Company acquired 721,732.157 Class I Common Shares from the Issuer on March 26, 2025, at a purchase price of $24.94 per share, totaling an aggregate purchase price of $18 million, funded from its invested capital.
• Pruco Life Insurance Company and PGIM Strategic Investments, Inc. participate in the Issuer's Dividend Reinvestment Plan (DRIP), through which they receive additional Common Shares in lieu of cash dividends.
• Pruco Life Insurance Company's DRIP reinvestments for Class I Common Shares include: $1,564,769.08 for 62,892.648 shares at $24.88 on December 2, 2024; $1,296,643.99 for 52,011.391 shares at $24.93 on January 2, 2025; and $1,425,641.42 for 57,185.777 shares at $24.93 on February 3, 2025.
• PGIM Strategic Investments, Inc.'s DRIP reinvestments for Class D Common Shares include: $148.84 for 5.876 shares at $25.33 on December 2, 2024; $122.85 for 4.84 shares at $25.38 on January 2, 2025; and $135.74 for 5.346 shares at $25.39 on February 3, 2025.
• PGIM Strategic Investments, Inc.'s DRIP reinvestments for Class S Common Shares include: $142.16 for 5.608 shares at $25.35 on December 2, 2024; $121.23 for 4.773 shares at $25.40 on January 2, 2025; and $128.51 for 5.059 shares at $25.40 on February 3, 2025.
• As of the filing date, Pruco Life Insurance Company directly holds 5,656,908.165 Class I Common Shares, representing 97.5% of the outstanding Class I Common Shares.
• PGIM Strategic Investments, Inc. directly holds 477.912 Class D Common Shares and 473.429 Class S Common Shares, representing 100% of the outstanding Class D and Class S Common Shares, respectively.
• The Prudential Insurance Company of America and Prudential Financial, Inc. are deemed beneficial owners of these shares due to their indirect and direct control over Pruco Life Insurance Company and PGIM Strategic Investments, Inc.

Sentiment

Score: 6

Explanation: The document details routine updates to beneficial ownership and ongoing participation in a dividend reinvestment plan by related entities, along with a significant internal share purchase, suggesting stable internal capital allocation and commitment to the Issuer.

Positives

• Pruco Life Insurance Company's $18 million share purchase indicates continued significant investment and commitment from a related entity.
• Ongoing participation in the Dividend Reinvestment Plan by key beneficial owners demonstrates a long-term investment strategy and reinvestment of earnings into the Issuer.
• The high percentage of beneficial ownership by Prudential Financial, Inc. and its subsidiaries (97.5% of Class I, 100% of Class D and S) suggests strong internal support and stability for the fund.

Future Outlook

The document does not contain explicit forward-looking statements or guidance regarding the Issuer's future performance or strategic direction.

Industry Context

This filing primarily details changes in beneficial ownership within the PGIM Private Credit Fund, largely driven by internal capital allocation and dividend reinvestment by subsidiaries of Prudential Financial, Inc. This reflects ongoing investment management practices common within large financial institutions and their managed funds, rather than broader industry trends or competitive shifts.

Related Party Transactions

• Pruco Life Insurance Company, a wholly-owned subsidiary of The Prudential Insurance Company of America (which is a wholly-owned subsidiary of Prudential Financial, Inc.), purchased Class I Common Shares from PGIM Private Credit Fund.
• Pruco Life Insurance Company and PGIM Strategic Investments, Inc. (an indirect wholly-owned subsidiary of Prudential Financial, Inc.) participate in the Issuer's Dividend Reinvestment Plan, receiving shares in lieu of cash dividends.

Stakeholder Impact

• Shareholders: Existing shareholders may view the continued internal investment and high ownership stake by Prudential entities as a sign of stability and long-term commitment to the Issuer. The ongoing DRIP participation allows for automatic reinvestment of dividends, potentially increasing their holdings over time.
• Creditors: The capital infusion from the share purchase by Pruco Life Insurance Company strengthens the Issuer's capital base, which could be viewed positively by creditors as it enhances financial stability.

Key Dates

Keywords

PGIM Private Credit Fund, Beneficial Ownership, Schedule 13D/A, Dividend Reinvestment Plan, DRIP, Prudential Financial, Pruco Life Insurance Company, PGIM Strategic Investments Inc., SEC filing, Investment, Share Acquisition, Common Shares