Audax Private Credit Fund 2026: NAV $24.881, First Tender Offer

Which Audax fund this is

Audax Private Credit Fund, LLC (formerly Audax Private Credit Fund, LP) is a Delaware LLC that elected to be regulated as a BDC. It sells common shares by private placement to accredited investors and, per its Forms 8-K, relies on Regulation D and Regulation S. Its investment manager is Audax PDB Management Company, LLC. It is not Audax Credit BDC Inc., a separate and older BDC from the same sponsor that files under its own CIK, 1633858 (EDGAR submissions index). Searches for “Audax BDC” can land on either, so check the CIK before reading any NAV.

The October 7 filing: NAV up, leverage up

The Form 8-K filed October 7, 2026 carries the August 31 numbers. The fund publishes its monthly NAV in these notices, five to seven weeks after month-end.

The table lists the month-ends reported in the Forms 8-K we read; there is none for September 2025 or February 2026. The 10-Q shows $25.15 at September 30, 2025 and the 10-K $25.06 at December 31, 2025. The December 31, 2025 NAV is $25.036 in the January 2026 8-K and $25.06 in the 10-K; the filings we read do not explain the $0.024 difference.

Two things stand out. The first is the August leverage step. Debt rose $73.6 million in a month while aggregate NAV rose $4.4 million, so the portfolio grew by borrowing (our arithmetic). Implied asset coverage, NAV plus debt over debt, was about 197% at August 31 (our arithmetic) against the 198.51% reported at June 30; a BDC must keep at least 150%. The second is the price path: NAV per share has stayed inside a $0.80 band since mid-2025, and the 10-Q shows a $0.50 per share net loss on investments in the first half of 2026.

Income, dividend and what the NAV did

The distribution has stepped up three times: $0.40 declared on October 30 and December 30, 2025, $0.42 on March 30 and June 29, 2026, and $0.43 on September 29, 2026 (Forms 8-K). At the August 31 NAV, four times $0.43 is 6.9% a year (our arithmetic). Net investment income per share was $0.84 in the first half against $0.84 declared, so the new $0.43 asks for slightly more than the first-half income per quarter of $0.42 unless income per share rises (our reading). The 10-Q puts the net expense ratio at 8.70% of average net assets, annualized, and the net investment income ratio at 6.94%.

The 10-Q financial highlights show the other side: net investment income of $0.84 a share was offset by a $0.50 net loss on investments, so NAV per share moved from $25.06 to $24.56 and the total return for the half was 1.36%. Net unrealized depreciation was $10.9 million in six months (10-Q).

Credit: non-accruals at six dates

Non-accruals have been between 1.25% and 3.84% of fair value for five straight reports. The cost percentage is higher than the fair-value percentage at every date since June 2025, which means the loans in question are carried below cost; the filings do not name the borrowers in the text we read. The August 8-K does not update this line.

The tender offer: first one, 5%, price still unknown

On September 1, 2026 the fund filed its first Schedule TO-I, the only one on this CIK in EDGAR’s list since January 2025 (our reading). The terms in the offer:

The offer’s stated purpose is “to provide liquidity to Shareholders.” It also says the cash may come from “cash on hand”, borrowings or sales of holdings, and warns that “payment for repurchased Shares may require the Fund to liquidate portfolio holdings earlier than our Adviser would otherwise have caused these holdings to be liquidated, potentially resulting in losses.” We have not found any filing that states how many shares were tendered. No final Schedule TO-I/A was on EDGAR on October 19, 2026; the last filing on the CIK was the October 7 Form 8-K.

Scale matters. A full 5% costs about $28.5 million, and the fund sold shares for $42.2 million on July 1 alone. If new money keeps arriving, a 5% offer is smaller than the inflow; the first-half 2026 capital contributions were $112.0 million (10-Q). That is a different situation from the BDCs whose requests exceed the offer; see our non-traded BDC list, Onex Direct Lending BDC Fund and HLEND pages for funds where requests have run well above the offer.

Leverage and funding

At June 30, 2026 the fund had $546.9 million outstanding on a Wells Fargo leverage facility (net of financing costs) and $15.2 million on a JPMorgan credit facility, with total liabilities of $616.4 million against net assets of $563.1 million. The leverage facility limit rose to $800 million on January 22, 2026, with margin cut to SOFR plus 1.90% and maturity extended to January 22, 2031. The JPMorgan facility, signed April 10, 2026, has an initial principal of $275 million and matures April 10, 2031. Average rates at June 30 were 5.55% and 6.46%. Interest expense and facility fees were $8.2 million in the second quarter (10-Q).

Who owns the shares

The three blocks add up to about 47.9% of the 24,648,999.927 shares outstanding on August 12, but the dates differ and the later holdings are not known (our arithmetic). The Audax 13D/A says the Institutional Feeder had drawn $66.7 million of an up-to-$80.8 million commitment. The tender offer’s own table lists no shares for directors, officers or the adviser; it does not say whether the Audax feeder entities will tender, so we do not know how pro rata would split between large and small holders.

What a holder can do with this

• If you tendered in the September offer: the price is the September 30 NAV, expected about October 31. The offer says payment is by promissory note after the NAV is final. The 2% early repurchase deduction applies to shares issued after October 1, 2025.
• If you want to sell and did not tender: the next opening is not announced. The adviser says it expects quarterly offers, but the fund “is not required to conduct tender offers”. This was the first one we found, so there is no history of fill rates.
• If you plan to hold: watch non-accruals (9 investments, 4 issuers at June 30), the 1.03x leverage and whether net investment income covers $0.43 a quarter. The next dated item is the September 30 NAV, then the third-quarter 10-Q, probably in mid-November (the third-quarter 2025 10-Q was filed November 12, 2025).
• If you are comparing it with other private credit funds: this one is not a retail prospectus fund. Compare fees (1.25% management, 12.5% incentive over a 6% hurdle), exit terms and leverage, not just the dividend. See what a BDC is.
• Taxes: the offer describes the tax treatment of a repurchase; account-specific questions belong with a tax professional.

FAQ

All figures are from SEC EDGAR filings of Audax Private Credit Fund, LLC (CIK 2033362) read on October 19, 2026: the Forms 8-K with NAV and share sales (August 2025 to October 7, 2026), the distribution notices of October 2025 to October 2, 2026, the Schedule TO-I of September 1, 2026 with its Offer to Purchase, the Forms 10-Q for June 30, 2025, September 30, 2025, March 31, 2026 and June 30, 2026, the 10-K for 2025, the Schedule 13D/A of August 14, 2026, the Schedules 13G/A of First Trust Capital Management and the State of Wisconsin Investment Board, and EDGAR submissions indexes for CIK 2033362 and CIK 1633858. Sums, changes, percentages of cost and coverage ratios are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.