Goldman Sachs Private Credit Corp: Tender Offers and Payout

What GS Credit is, and who can buy it

GS Credit is the private credit BDC of Goldman Sachs Asset Management. It was formed as a Delaware limited liability company in 2022, converted into a corporation and began operations on April 6, 2023, when it sold about 10.1 million Class I shares for about $252.0 million (10-K for 2025). It lends mostly to private companies with median EBITDA of $109 million: at June 30, 2026 it held $18.19 billion of investments in 190 portfolio companies, 94.3% of it first-lien senior secured debt (our arithmetic from the 10-Q), against $9.19 billion of net assets. Do not confuse it with Goldman Sachs BDC (GSBD), the exchange-listed BDC with the same manager: that is a separate company with its own shareholders.

It is sold in private offerings. The 10-K says each buyer had to represent that it is an “accredited investor” or, outside the United States, not a U.S. person. The Form 10 of May 2023 set a minimum initial investment of $2,500, unless the placement agent waives it, and $500 for later purchases. The 10-K and 10-Q we read do not repeat the minimum, so ask the intermediary for the current figure. The share classes differ in what they pay Goldman Sachs & Co.:

Classes S and D were registered under Section 12(g) in November 2025 (Form 8-A12G) and sold their first shares in February and March 2026. Together they hold $5.5 million of the $9.19 billion (0.06%, our arithmetic), so this is in practice a Class I fund, and every tender result below is almost entirely Class I.

One event shaped the 2025 numbers. On October 14, 2025 the fund completed the acquisition of Goldman Sachs Middle Market Lending Corp. II (MMLC II), paying its stockholders cash equal to its NAV of $18.41 a share, $441.2 million in total, and taking over $886.4 million of investments (10-Q, note 11). The consideration was cash. Separately, co-CEO David Miller will step down on December 31, 2026, leaving Vivek Bantwal as sole chief executive (Form 8-K, Item 5.02, filed August 6, 2026).

Thirteen tender offers, none prorated

The repurchase program is, in the 10-Q's words, “Subject to the discretion of the Company's Board of Directors,” which may amend, suspend or end it, and so “share repurchases may not be available each quarter.” In practice the fund has offered to buy 5% of its shares by number each quarter at the NAV of the quarter's last day, with a 2% early repurchase deduction on shares held under a year, and the offer documents promise cash no later than 65 days after expiry. The table is the result the fund filed for each offer:

Every offer was bought in full: the fund accepted 100% of the shares validly tendered in all ten final results that had any requests, and for September it says “the Fund intends to repurchase 100% of the requested amounts.” The first two offers, in August and November 2023, drew no requests at all. The race to the cap came in 2025 and 2026. Requests passed 1% of the fund's shares in March 2025, 3% in December 2025 and, in the offer that expired March 27, 2026, reached 17,281,858 shares against a limit of 17,285,147, or 99.98% of the cap, 3,289 shares under it (our arithmetic). Then the trend turned: 3.24% in June and 2.03% in September. The fund's September letter gives the same sequence as about 4.99%, 3.24% and about 2.03%.

Two details the percentages hide. First, the March offer cost $425.2 million in cash and the June offer $295.9 million, the two largest tender payouts in the fund's history (Schedule TO-I/A results). Second, the cash paid is slightly below the value at NAV because of the 2% deduction on shares held under a year. In June the gap was $0.82 million on $296.8 million, which implies that only about $41 million of the tendered shares (13.8%) had been held under a year (our arithmetic: $821,564 divided by 2%). In March the gap implies about $13 million, 3.1%. On that arithmetic most of the money tendered had been in the fund for more than a year.

The fund's own comparison is the other number worth knowing. In the same September letter it says Q3 requests of 2.03% compare with requests of 10% to over 16% of shares at the five largest peer managers' funds that had reported (the fund's description), and that, of those that had reported Q3 results, GS Credit was the only one in the group with requests below the 5% offer in every quarter of 2026. The peer figures are the fund's; the funds in question are in our private credit redemptions tracker, where seven of ten non-traded BDCs prorated their latest offer.

Where the money comes from: Goldman affiliates and new subscriptions

A fund that offers 5% a quarter needs new money or borrowing to keep paying. The fund says it raised “approximately $10.3 billion since launch” including more than $1.3 billion in the first half of 2026, and “approximately $400 million of gross inflows” in the third quarter, 2.1 times the estimated requests. The month-by-month detail is in the subscription notes at the back of the 10-K and 10-Qs, and it shows something the letters do not break out: how much of each month's money came from an affiliate of the Investment Adviser.

July and August together: $133.0 million of $306.0 million, 43.5% (our arithmetic). For scale: the June offer cost $295.9 million, paid on or about July 30, and the affiliate's July and August subscriptions equal 45% of that (our arithmetic). The filings do not say who the affiliate is, why it bought, or whether it tendered; the September letter does not mention it. The fund does say that “meaningful co-investment alongside our shareholders” by the firm and its employees ties their interests to holders' in the fund's words. What the 10-Q gives is the ownership: affiliates of the Investment Adviser owned 12.9% of the shares at December 31, 2023, 25.6% at December 31, 2024, 21.6% at December 31, 2025, 19.6% at March 31, 2026 and 19.0% at June 30, 2026. At 19.0% that is about 71 million shares, roughly $1.75 billion at the June NAV (our arithmetic).

Other large holders appear in the proxy statement for the 2026 annual meeting (record date May 29, 2026; 382,045,396.892 shares): Charles Schwab & Co. FBO Greater Kansas City Community Foundation with 7.136% and Nomura Asset Management Co. Ltd. with 5.934%. A quieter fact: the fund convened its annual meeting on July 28, 2026, for a routine agenda (two directors and the auditor), and the notice that day says: “The Meeting was adjourned because a quorum was not present.” It tried again on September 24 with the same result and has reconvened it for November 6, 2026. The filings do not say how many shares have voted.

NAV per share: $25.32 to $24.57

NAV per share is published monthly in the Form 8-K the fund files for its share sales. It peaked at $25.32 on March 31, 2024, drifted to $24.99 by December 2025, and fell in 2026:

From the March 2024 peak to June 2026 the drop is $0.75, or 3.0% (our arithmetic). The first half of 2026 explains it. Class I NAV went from $24.99 to $24.57, a change of minus $0.42: net investment income added $1.16 a share, net realized and unrealized losses took off $0.47 and distributions $1.11 (10-Q, financial highlights). In dollars, the fund booked $179.4 million of net realized and unrealized losses in the six months, of which $168.2 million was unrealized depreciation on non-affiliated investments. The fund's September letter describes the first half as a period of software-credit worries and an AI reassessment. Total return based on NAV was 2.83% for Class I in the first half; the fund quotes 9.4% a year since inception through July 2026 (8-K of August 20, 2026).

Fund size has followed inflows. Net assets were $1.59 billion at the end of 2023, $4.91 billion at the end of 2024, $8.64 billion at the end of 2025 and $9.19 billion at June 30, 2026; the 8-K for August 31 reports about $9.6 billion. Shares outstanding were 63.1 million, 194.5 million, 345.7 million and 374.2 million at the same dates (tables above and 10-K).

The payout: $0.21 to $0.185 a month, and what income covers

Class I holders receive a monthly distribution declared a quarter ahead. It has been cut in steps:

The step from $0.21 to $0.185 is a cut of 11.9% (our arithmetic). Whether income supports even that depends on how it is measured. The 10-K and 10-Qs show net investment income (NII) after the adviser's fee waivers and expense support (contractual in 2023, voluntary since), which the fund lists as separate lines. Taking them back out gives what the fund would have earned if the adviser had charged everything (our arithmetic):

Read it the fund's way and the payout is covered every year since 2024; read it without the waivers and it is not, though the gap narrowed to 7% in the first half of 2026 as the monthly rate came down and the fund grew. In the second quarter the fee waiver was $0 on the management fee and $9.3 million on the incentive fee, plus $10.5 million of expense support; the first-half total was $9.9 million of management fees waived, $16.9 million of incentive fees waived and $20.3 million of expense payments. The 10-Q calls the waivers voluntary, and the expense support agreement lets the adviser recover what it paid: in the filing's words, a waived reimbursement right means “such waived amount will remain as unreimbursed Expense Payments reimbursable in future months.” Unreimbursed expense payments eligible for reimbursement were $49.8 million at December 31, 2025 and $68.2 million at June 30, 2026. The adviser has waived its right to be repaid in each month so far, so nothing has been paid, but the claim is on the books.

Per share, first-half 2026 Class I NII was $1.16 and distributions $1.11, so the payout was covered with $0.05 to spare in a period when NAV fell $0.42.

Credit, leverage and the software question

Non-accruals are low and have moved little. The 10-K and 10-Qs report them as a share of total investments at amortized cost and at fair value:

The portfolio statistics at June 30, 2026, from the 10-Q's MD&A: 190 portfolio companies, 97.7% of performing debt at floating rates, weighted average loan-to-value of 44.5%, net debt to EBITDA of 5.9 times, interest coverage of 2.0 times and median EBITDA of $109 million. The portfolio's weighted average yield was 8.4% at amortized cost and 8.7% at fair value. The fund's August letter adds that PIK income was about 3.6% of total investment income, and the September letter that 97.9% of investments are marked above 90%; both are the fund's claims, not audited figures.

Software is the concentration. The industry table in the 10-Q:

At 24.1% of $18.19 billion, software is about $4.4 billion (our arithmetic), nearly half of net assets because the fund is levered. The share rose 5.7 points in six months. The fund's September letter says “97.7% of our software investments are marked at or above 90% of par,” that only 9.3% of software fair value uses PIK, and that the Q1 “SaaSpocalypse” narrative has “begun to moderate.” U.S. companies are 89.2% of fair value.

Leverage. Debt was $8.86 billion carrying value at June 30, 2026 (up from $7.06 billion at December 31), 0.96 times net assets (our arithmetic); the fund's own measure, average borrowings over average net assets, was 0.9 times in June, July and August. Asset coverage was 202% (222% at year-end) against the 150% minimum its approval allows. Of $11.19 billion of committed facilities and notes, $2.20 billion was undrawn. Three revolvers (Truist $3.275 billion, Morgan Stanley $2.4 billion, BNP Paribas $1.5 billion) sit alongside six series of unsecured notes:

The weighted average interest rate on borrowings was 5.58% in the first half. Interest and other debt expenses were $227.5 million in the half, 4.88% of average net assets annualized, close to two thirds of the 7.13% net expense ratio (10-Q, financial highlights).

Fees

The adviser's fees are the standard non-traded BDC set, with waivers on top:

Total expenses were $355.5 million in the half before waivers and support and $308.4 million after. The Class I net expense ratio was 7.13% of average net assets annualized (7.41% before voluntary waivers): 4.88% debt interest, 1.03% net incentive fees and 1.22% everything else, the management fee included (10-Q, note 10).

What a holder can do with this

• If you want to sell: the next window should open in late November or early December (the fourth-quarter offers opened November 17, 2023, November 25, 2024 and December 2, 2025). Nothing has been prorated, so on the filed numbers every request has been filled, but requests were 4.999% of shares six months ago and a 5% limit is a ceiling, not a promise.
• If you tendered in September: the price is the NAV at September 30, due in the monthly 8-K (October 17 to 23 in the last three years), and the final result in the Schedule TO-I/A around October 30 (last year's came October 31). Payment is within 65 days of expiry.
• If you are deciding whether to buy: compare the 9.0% payout with income net of waivers (93% in the first half), a NAV that fell from $24.99 to $24.60 in eight months, and a book with a quarter in software. Class I is where the liquidity has been proven; Class S and D are too small to read.
• What would change the picture: a September 30 NAV below $24.57, a Q3 10-Q (mid-November) showing a higher affiliate share of subscriptions, the waivers ending, or requests above 5%. The board can change the program at any time under the terms quoted above.
• For comparison: HLEND and Barings Private Credit Corp prorated; the non-traded BDC list ranks GS Credit sixth of 66 by net assets, and the private credit funds guide compares terms.

FAQ

All figures are from the SEC filings of Goldman Sachs Private Credit Corp. (CIK 1920145) read on EDGAR on October 9, 2026: 13 Schedule TO-I offers and their TO-I/A results (August 2023 to September 29, 2026) and the investor letters filed with them, 41 Form 8-Ks on share sales and NAV, the Forms 10-K for 2023, 2024 and 2025 (accessions 0000950170-24-026156, 0000950170-25-032199, 0001193125-26-088668), the Forms 10-Q to June 30, 2026 (latest accession 0001193125-26-340582), the Form 10 of May 2023, the Form 8-A12G of November 2025, the 2026 proxy statement and the adjournment notices, and the Form 8-K of August 6, 2026. Request percentages, sums, coverage ratios without waivers, the affiliate share of subscriptions, implied sizes of the early repurchase deduction and the September cost estimate are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.