AB Private Credit Investors Corp: NAV $9.15, Debt, Tenders

What ABPCI is, and what it is not

ABPCI is a Maryland corporation formed on February 6, 2015 that elected to be regulated as a business development company (10-Q). It lends to middle-market companies: 165 portfolio companies at June 30, 2026, all of the debt floating-rate, with first-lien senior secured debt at 93.12% of the portfolio including cash and a weighted average yield of 9.61% (10-Q). It sells shares in a private placement against capital commitments, with a $50,000 minimum commitment, and investors fund them when the fund sends a capital call. Total commitments were $803,757,855 at June 30, 2026, of which 19%, or $151,065,080, was unfunded (10-Q). Tenders go through each holder's Bernstein financial advisor or the transfer agent, AllianceBernstein Investor Services (Offer to Purchase).

It is not AB Private Lending Fund (CIK 1982701), a separate AB fund with its own filings that also appears in our non-traded BDC list. ABPCI ranks 35th by net assets in that list. On the tender results page for the third quarter it is one of the funds that paid every request.

Eleven tender offers, eleven filled in full

Each row is the result ABPCI filed in the Schedule TO-I/A that closes the offer. The cap is 2.5% of the weighted average shares outstanding in the prior quarter. The filings give shares validly tendered and accepted, not a separate request figure.

Percent of cap and the cash total are our arithmetic. Over the 11 results the fund bought 8,838,914.491 shares for $83,086,679.88 (our sum).

A mistake in the fund's own filing. The amendment filed May 12, 2026 (accession 0001193125-26-218424) says the price per share at March 31, 2026 was $9.48. The 10-Q for that quarter reports a NAV of $9.21, and the $10,946,359.25 paid divided by 1,188,529.778 shares is $9.21 (our arithmetic). The $9.48 matches the December 31, 2025 figure in the previous amendment, so we read it as a copy error and use $9.21, the price holders were paid (our arithmetic).

The open offer. The Schedule TO-I filed August 28, 2026 offers to buy up to 1,971,887 shares, 2.5% of the 78,875,500 weighted average shares of the second quarter, at the NAV per share as of September 30, 2026. It was scheduled to expire at 5:00 p.m. New York City time on September 30, 2026, unless extended. The Offer to Purchase says the fund may accept up to 2% more of the outstanding shares without amending the offer, and that if tenders exceed the cap it will either buy pro rata or extend the offer. On the history above the cap was never reached. The result is filed as a Schedule TO-I/A about six weeks after expiry (November 12, 2024 and November 10, 2025 for the third-quarter offers), so we expect it in the second week of November 2026.

Payment is a promissory note. Accepted shares are paid with a non-interest-bearing, non-transferable note, payable approximately 45 days after expiry according to the Offer to Purchase; in the last five results cash went out 35 to 38 days after expiry (our count). A holder who made a capital commitment on or before August 28, 2023 and tenders has that commitment released, except for certain specified obligations.

NAV per share: $9.47 to $9.15 in six months

NAV per share moved in a narrow band of $9.10 to $9.54 from the end of 2022 to the end of 2025. The first half of 2026 broke out of it on the downside. The table gives each balance-sheet date we read, with debt and the asset coverage ratio the fund reports.

The ratio column is our arithmetic; the September 30, 2025 net assets are before the non-controlling interest. Shares outstanding grew 27% between December 2024 and June 2026 and senior securities 19% (our arithmetic), so the fund has been growing by capital calls and reinvested distributions while the NAV slipped. The September 30, 2026 NAV is not public as of October 23, 2026: it sets the price of the open offer and will be in the third-quarter 10-Q, due around mid-November on the August 14 and November 12 pattern of the last two years.

Over a longer span the picture is steadier. NAV ended 2021 at $9.80, 2022 at $9.10, 2023 at $9.27, 2024 at $9.53 and 2025 at $9.47. Net investment income per share and distributions per share, from the 10-K and the June 2026 10-Q:

Coverage of the payout is our arithmetic (income per share divided by distributions per share). The distribution has tracked income since 2024: $0.81 against $0.81 in 2025 and $0.40 against $0.39 in the first half of 2026. The expense ratio is the number a holder rarely sees. It is measured against net assets, and with debt at 1.7 times equity the interest on that debt is most of it: interest and credit facility expenses were 10.09% of weighted average net assets in the half, annualized (10-Q).

Each distribution is mostly reinvested. In the first half, $17,232,754 of the $31,169,933 distributed, 55.3% (our arithmetic), went back in through the dividend reinvestment plan for 1,876,904 shares. That keeps the share count rising while repurchases run at $19,176,044 for the half.

The October 15 financing, line by line

The Form 8-K filed October 21, 2026 (Items 1.01 and 2.03, event date October 15) describes a new securitization-style financing. ABPCI Private Funding V LLC, an indirect wholly-owned subsidiary, signed an Indenture and Security Agreement with U.S. Bank Trust Company as collateral trustee and a Class A Credit Agreement with KeyBank National Association as lender. Its terms:

The structure is a leveraged vehicle inside the fund: the fund sells loans to a subsidiary, the subsidiary borrows against them at no more than 68% of the pool, and the fund keeps the rest through the subordinated notes. The 8-K says the fund expects to keep contributing or selling assets to it.

What the 8-K does not say. It does not give a use of proceeds, does not say whether the loan replaces other debt, and does not give the fund's debt or asset coverage after closing. Both readings are open. If it refinances existing lines, total leverage need not change. If all $225 million were new borrowing on top of the $1,254,250,000 at June 30, asset coverage would be 150.1% (our arithmetic: $741.6 million of net assets plus $1,479.25 million of debt, divided by the debt), a hair above the 150% floor. The September 30 balance sheet in the November 10-Q will settle it.

What was already on the books at June 30, 2026 (10-Q):

The weighted average interest rate on the borrowings was 5.50% in the second quarter against 6.66% a year earlier, and the average balance $1,245,793,956 (10-Q). The facilities were enlarged twice after the end of the first quarter: MUFG from $150 million to $200 million on May 11, 2026 (Form 8-K), though its availability period was set to end on September 19, 2026 (10-Q), and Scotia from $100 million to $150 million on August 17, 2026 (Form 8-K), with an accordion to $200 million.

Three dates to watch. The Scotia line ($60 million drawn at June 30) matures on November 6, 2026 and the HSBC line ($15 million drawn) on December 7, 2026. The Scotia agreement lets the fund extend by one-year terms with the lenders' consent. Together the two are $75 million of the $716.25 million drawn on the credit lines, 6.0% of senior securities (our arithmetic). The new loan closed three weeks before the first of them, which may be coincidence; the filing does not link the two.

Income, fees and the six-month result

Investment income barely moved, 0.6% higher (our arithmetic), while net assets grew, so the fund earned about the same on a bigger base; lower borrowing costs lifted net investment income. The swing is in the second line from the bottom: $25.8 million of net losses against $3.2 million a year earlier. Interest was 40.7% of investment income and the adviser's two fees 21.3% ($19,010,573), our arithmetic. The adviser waived $271,957 of management fees and $245,475 of incentive fees in the half.

The proposed advisory agreement attached to the proxy statement sets a base management fee of 1.25% a year of average outstanding assets excluding cash, so borrowed assets count. The income incentive fee starts above 1.5% of net assets a quarter (about 6% a year), has catch-ups at three levels and takes 17.5% of income above 2.42% a quarter; a separate capital gains fee is 17.5% of cumulative realized gains net of realized losses and unrealized depreciation.

Credit: nine issuers on non-accrual

At June 30, 2026, 32 investments in nine issuers were on non-accrual, against 19 in six issuers at December 31, 2025. Non-accrual debt was $53,635,416 at cost (2.77% of debt) and $24,497,366 at fair value (1.30%); six months earlier it was $29,405,603 (1.61%) and $9,055,033 (0.50%). The fair value of each issuer below is our sum of the schedule-of-investments rows marked non-accrual; the nine sums equal the reported $24,497,366.

Five of the nine are health-care providers, and six have loans maturing by the end of 2026 (Single Digits, MSM, American Physician Partners, Blink, Delaware Valley and RCP Encore). The loans of American Physician Partners were shown due March 31, 2026 at December 31, 2025 and due December 31, 2026 at June 30 (10-Q), so a date on this list can move; the third-quarter 10-Q will show which did.

The September 15 vote: a merger, not a fee change

Proposal 4 asked holders to approve a new investment advisory agreement with AB Private Credit Investors LLC. The proxy statement says why. On March 26, 2026 Equitable Holdings, Inc., the owner of AB and indirect owner of the adviser, agreed to combine with Corebridge Financial, Inc. in an all-stock merger, and under Section 15 of the 1940 Act an advisory agreement ends automatically when control of the adviser changes. It states that “No material change in the contractual advisory fees for the Fund is proposed” in connection with the vote. Equitable and Corebridge stockholders approved the merger on July 30, 2026 and it is expected to close by year-end 2026, subject to regulatory approval (Equitable's Form 8-K).

The Form 8-K of September 15, 2026 reports 42,372,087 votes for, 227,188 against and 498,299 abstentions on the new agreement, with 43,097,575 of the 80,978,835.78 record-date shares represented, 53.2% (our arithmetic). Votes for were 98.3% of shares represented. The 1940 Act test the proxy cites is the lesser of 67% of the shares present, if more than 50% are present, or more than 50% of the outstanding shares; 67% of the shares present is 28.9 million (our arithmetic), so the margin was wide. What deserves a note is turnout. The annual meeting was convened on August 3, 2026 and adjourned because a quorum was not present (Form 8-K), and the fund filed ten proxy-solicitation notices (DEFA14A) between July 2 and August 5, 2026 (EDGAR index). It took until September 15 to reach a quorum, with 53.2% of shares represented.

Money in, money out

New equity comes only through capital calls, announced in a Form 8-K (Item 3.02) a few days before the sale closes.

The five calls of 2025 sum to $124,188,992.42 and the three of 2026 so far to $47,739,176.93 (our sums). The September 22, 2026 call is the smallest of the eight. In the first half of 2026 the fund issued $38,993,605 of shares for capital calls and $17,232,754 through reinvested distributions and repurchased $19,176,044, a net $37.05 million of equity (our arithmetic). With $151,065,080 of commitments uncalled at June 30, about $142.3 million after the September call (our arithmetic), the fund has room to keep calling, but each call is a decision by the fund, not by the holder.

What a reader can do with this

Tendering. The cap is 2.5% of the weighted average shares and holders have never come close to it: the peak was 71.5% in June 2024 and the last result 46.5%. The notice goes to your Bernstein financial advisor, or to the transfer agent if you have none, before 5:00 p.m. New York City time on the expiration date, and the price is the NAV on that date, which you do not know when you sign. Payment is a promissory note, in practice 35 to 38 days after expiry. For holders who committed capital on or before August 28, 2023, a tender releases the commitment, except for certain specified obligations (Offer to Purchase). The sale is a taxable transaction, treated either as a sale or exchange or as a distribution (Offer to Purchase, Section 13); the wash sale rules for REIT, BDC and interval fund tenders page covers the loss case. The fund, its board and the adviser say in the offer that they make no recommendation. On the filing pattern (Schedule TO-I on November 29, 2024 and November 28, 2025) a fourth-quarter offer would be filed around November 27, 2026 and expire December 31, 2026; the fund has not announced one.

Holding. Income covers the distribution ($0.40 against $0.39 in the half), and more than half of it (55.3%) is reinvested. The numbers to watch are the September 30 NAV, the asset coverage ratio against the 150% floor, the non-accrual list and what the Scotia and HSBC lines do in November and December. Leverage magnifies a markdown: investments of $1,943.6 million at fair value (our arithmetic: $2,024.9 million including cash less $81.3 million of cash) are 2.6 times net assets, so a 5% fall in their value would be $97.2 million, or 13.1% of net assets (our arithmetic).

Committing new money. A new commitment is a promise to fund calls over time, with a $50,000 minimum, into a fund whose NAV has dropped from $9.47 to $9.15 in six months and whose cost ratio is 15.32% of net assets. The first-half return at NAV after incentive fees was 0.77%. This is analysis of public documents, not investment, legal or tax advice; whether to tender, hold or add depends on your tax position and on how much of your portfolio sits in private credit.

Related reading: the non-traded BDC list ranks 67 funds side by side, the private credit redemptions tracker follows who is prorating, how tender-offer funds work explains the Schedule TO-I filings, and the Monroe Capital Income Plus page shows a private BDC whose tenders were prorated.

FAQ

All figures are from the SEC filings of AB Private Credit Investors Corporation (CIK 1634452) read on EDGAR on October 23, 2026: the Form 8-Ks of May 15, August 4, August 18, September 15, September 23 and October 21, 2026 (accession 0001193125-26-427754) and the capital-call 8-Ks of January 2025 to May 2026; the Form 10-Q for June 30, 2026 (accession 0001193125-26-352137) and March 31, 2026, the 10-Q for September 30, 2025 and the 10-K for 2025 (accession 0001193125-26-124450); the definitive proxy statement of June 23, 2026; eleven Schedule TO-I/A result filings from February 2024 to August 12, 2026; and the Schedule TO-I and Offer to Purchase of August 28, 2026. The Equitable and Corebridge merger timing is from Equitable's Form 8-K of July 30, 2026. Percentages of cap, ratios, sums across periods, per-issuer non-accrual values, the asset coverage illustration and the leverage sensitivity are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.