Lord Abbett Private Credit Fund: 68% Owned by Its Own Funds

What you are buying: two BDCs, one manager

Lord Abbett Private Credit Fund (“the Fund”) was formed on November 27, 2023, started investing on February 23, 2024 and elected to be a BDC on October 4, 2024. It is “non-traded” in the sense that there is no market, but it is not a retail product sold on a prospectus: the 10-K says shares are sold in a continuous private offering under Regulation D to accredited investors, through Lord Abbett Distributor LLC, an affiliate of the Adviser, and other broker-dealers. Its manager, Lord Abbett Private Credit Advisor LLC, is a wholly owned subsidiary of Lord, Abbett & Co. LLC, which says it managed about $247.4 billion at December 31, 2025. On August 31, 2026 Lord Abbett estimated its direct lending platform at $4.9 billion, a non-GAAP figure that includes undrawn commitments, expected allocations and expected leverage.

Lord Abbett Private Credit Fund S (“Fund S”) is a second BDC with the same manager and objective. It is not a feeder into the Fund: it has its own loans, its own credit facilities and its own filings. The difference is the fee. On August 26, 2025 the SEC granted an order that lets these funds “issue multiple classes of shares with varying sales loads and to impose asset-based distribution and/or service fees.” Fund S pays 0.85% a year of NAV to the placement agent.

Minimums and who may buy: the Form 10-12G/A of October 4, 2024 sets a $2,500 minimum initial investment, then $100 increments, and the 10-K requires each investor to represent that it is an accredited investor (or, outside the US, not a US person). Selling agents may add a placement fee that the 10-K caps at 3.5% of NAV; it is paid on top of the share price, and the filings do not say which firms charge it or how much.

Who really owns the shares

The 10-K lists 180 record holders at February 28, 2026 and stops there. The Schedule 13G filings, filed by Lord, Abbett & Co. LLC as an investment adviser, fill in the rest. At June 30, 2026 it reported beneficial ownership by “registered investment companies and other pooled vehicles advised by Lord, Abbett & Co. LLC, including the Lord Abbett Bond Debenture Fund which owns 48.23%.”

Three readings, all ours. First, until the end of 2024 the fund had no outside investor at all: the 8,071,106 shares in the 10-K are the 8,071,106 shares the 13G reports. Second, the outside holders now own about 9.50 million shares, worth about $236 million at $24.86 (our arithmetic), and the Q2 tender of 139,488 shares was 1.47% of that block (our arithmetic), if every share came from outside holders; the filings do not say who tendered. Third, one registered fund dominates: 48.23% of 29,585,490 shares is about 14.27 million shares, about $355 million at $24.86 (our arithmetic), held by the Lord Abbett Bond Debenture Fund.

Fund S is more concentrated. Its 13G/A for June 30, 2026 reports 5,551,417 of 8,123,879 shares (68.33%) held by Lord Abbett-advised funds, 61.12% of the fund by the Credit Opportunities Fund and 7.21% by the Corporate Opportunities Fund; in June 2025 the Credit Opportunities Fund held 97.78%. That interval fund's own semiannual report (N-CSRS, accession 0000930413-26-002831) says “The Fund also invests in the Lord Abbett Private Credit Fund” and Fund S. At June 30, 2026 it held 1,628,231 shares of the Fund ($40.4 million) and 4,965,619 shares of Fund S ($122.4 million), $162.7 million in all, 5.57% of its $2.92 billion of net assets, and received $7.76 million of dividends from them in the half. Our private credit funds comparison covers that interval fund separately.

What it costs

In the first half of 2026 the Fund paid $3.44 million of management fees, $5.21 million of income incentive fees and $0.86 million of administration fees, $9.51 million in all, 13.7% of its $69.5 million of investment income (our arithmetic), before $22.07 million of interest. Total expenses were $33.5 million, 48.2% of income (our arithmetic), and the Adviser reimbursed $0.43 million of them.

That reimbursement is part of an Expense Support Agreement: the Adviser must cover “Other Operating Expenses” above 0.70% of NAV a year and may be repaid within three years if expenses fall below the cap. Since inception it has paid $6,749 thousand, including $2,424 thousand in the fourth quarter of 2025, and has been repaid $0. The agreement is “effective until October 4, 2026 and shall renew automatically for successive one-year terms” unless either side gives notice; no filing after that date says whether it renewed.

The Fund S wedge is wider than 0.85%. Over the first half of 2026 its net expenses were 11.3% of average NAV against 9.7% for the Fund, its net investment income 8.9% of NAV against 10.8%, and its total return on NAV 3.0% against 4.3% (neither annualized). The 10-Q does not break the difference down.

The repurchase program, offer by offer

Both funds say the same thing in the 10-K: each quarter they “intend to repurchase” up to 5% of shares outstanding at NAV through a tender offer, the board may amend or suspend the program, and the funds are not required to offer. The Fund's 10-K adds that “we are not obligated to offer to repurchase any shares in any particular quarter” and that if it does not buy everything asked, “you will likely not be able to dispose of your Common Shares, even if we under-perform.” Requests above the offer are filled pro rata and unfilled ones must be resubmitted. The price is the NAV on the last day of the quarter, which is after the offer expires, so the holder tenders without knowing the price.

Fund S's four offers (expired November 28, 2025, February 27, May 29 and August 27, 2026, for up to 219,791, 241,710, 316,840 and 398,954 shares) each ended with the line “No Shares were validly tendered prior to the expiration of the Offer.” Its August result was filed on August 31, four days after expiry; the Fund's was not on file as of October 14; the last filing on either CIK is the Form 8-K of September 24.

Two things to hold against the 5%. The first is size: at $24.86 the 1,465,814 shares in the August offer would cost about $36.4 million (our arithmetic) against $93.3 million of cash at June 30 and $415.5 million of undrawn borrowing commitments (our arithmetic), so a few unusual requests would not strain the fund. The second is the owners: a program whose largest holders are the sponsor's own funds has not yet been tested by outside investors wanting out, and the 10-K says repurchases may be funded from “the sale of assets, borrowings, return of capital or offering proceeds” with no limit. The pattern from the larger funds (see our redemptions tracker and the HLEND and Onex pages) is that the 5% limit starts to matter only when requests exceed it; here they have not. The next offer would be filed about October 29 if the pattern holds (the last four were filed October 29, 2025, January 29, April 30 and July 30, 2026).

NAV per share and money raised, month by month

The Fund issues shares at NAV each month at a closing, announced in a Form 8-K a few weeks later. NAV per share has stayed inside $24.78 to $25.24 since February 2025.

The Fund's NAV is down 1.5% from the $25.25 at September 30, 2024 (our arithmetic) after a first-half 2026 mark-down of $6.6 million, which the 10-Q puts down to “the changes in spreads in the primary and secondary markets.” Its total return on NAV was 11.2% in 2025 and 4.3% in the first half of 2026 (not annualized), neither counting any placement fee.

The Fund took in $323.4 million of share sales in 2025 and $209.1 million in the first half of 2026. Its Form 8-K closings add about $10.6 million on July 1, $80.6 million on August 1 and $43.2 million on September 1 at $24.80 to $24.86 a share, about $134 million in all and about $343 million since January 1, 2026 (our arithmetic). The September 1 closing priced at $24.84, the August 31 NAV.

The portfolio

At June 30, 2026 the Fund held $1,563.7 million of investments at fair value: $1,460.4 million of first-lien secured debt (93%), $25.6 million of second lien (2%), $0.9 million of equity and $76.8 million in a joint venture (5%). It had 63 portfolio companies in 26 industries against 45 six months earlier; it bought $613.7 million and was repaid $357.0 million in the half. The 10-Q reports 100% floating rate, 0% of the portfolio on non-accrual, median 12-month EBITDA of $96 million, net leverage of 5.0 times, loan to value of 44%, interest coverage of 2.3 times and a weighted yield on debt of 9.4% at cost.

Four details the summary figures do not show.

• One borrower is 9.3% of net assets. Vacation Rental Brands, LLC, the only borrower in the Real Estate Management & Development bucket, is $68.3 million at fair value, 9.33% of net assets; Auctane, Inc.'s term loan is $50.8 million, 6.93%. A BDC with $1.56 billion of investments on $732 million of equity shows each position as a percentage of equity, which makes a single loan look large.
• The one second-lien loan has been marked down. SolarWinds Holdings, a software term loan at 3-month SOFR plus 6.00% due April 18, 2033, was $30.0 million of cost and $25.6 million of fair value at June 30, 2026, 85.2% of cost (our arithmetic), against $30.1 million in December. The weighted discount rate used to value it rose from 10.19% to 13.95%.
• Nearly everything is a judgment. $1,474.3 million of the $1,563.7 million is Level 3, valued on inputs that are not observable, 94.3% (our arithmetic); the first-lien discount rate averaged 9.20%. The valuations come from the Adviser as valuation designee with a month-end independent valuation firm.
• A joint venture is 10.5% of net assets. SBLA Private Credit LLC, with Stifel Bank & Trust, is held at $76.8 million; the Fund committed $140 million and the partner $20 million, with targeted ownership of 87.5% and 12.5%, and $62.9 million of the Fund's commitment is uncalled. It paid the Fund $4.0 million of dividends in the half, 5.8% of investment income (our arithmetic). 12% of total assets are non-qualifying under the 1940 Act, against a 30% allowance.

Leverage and the loans it still owes

Principal debt is 1.24 times net assets (our arithmetic). The 10-Q gives an average debt-to-equity ratio of 1.05 times for the quarter and an asset coverage ratio of 181%, against the 150% a BDC must keep. The borrowing rate averaged 5.66% in the quarter against a 9.4% portfolio yield at cost, and the credit lines were increased twice in the half, the BofA line to $550 million on June 23, 2026. Interest, $22.07 million in the half, is the largest single expense.

Lending commitments run the other way: $478.7 million of unfunded delayed-draw and revolver commitments, 65.4% of net assets, against $93.3 million of cash and $415.5 million of undrawn credit lines (our arithmetic), most of which depend on the borrowing base.

What covered the distribution

The Fund's monthly payout was $0.25 in January 2025, $0.24 from February to May, $0.23 from June to August and $0.22 from September 2025 through the September 2026 declaration, a fall of 12% (our arithmetic). At $0.22 a month and the June NAV of $24.86 it is 10.6% a year; Fund S's $0.19 on $24.71 is 9.2% (our arithmetic). Both funds' financial highlights show the distributions as declared from net investment income. At 99.8% there was no cushion in the first half of 2026, and without the Adviser's $0.43 million reimbursement the coverage would have been 98.7% (our arithmetic). Payment-in-kind interest, which is income accrued but not paid in cash, was $0.50 million, 0.7% of income (our arithmetic).

What the filings do not say

• Who the 180 record holders are, or who tendered. The ownership split is only in the Schedule 13G; the 10-Q and the Schedule TO-I/A do not say whether the 139,488 shares came from Lord Abbett funds or from outside holders.
• The result of the August 27 offer for the Fund. Fund S filed its result four days after expiry; the Fund's was not on EDGAR by October 14. The third-quarter 10-Q, due in November, will show the repurchase.
• Whether the Expense Support Agreement was renewed on October 4, 2026, or whether the $6.7 million owed back to the Adviser is a contingent liability that will return when earnings rise.
• Any credit rating or watch list. The 10-Q reports one figure, 0% on non-accrual, and no internal risk ratings, so a loan the Adviser worries about would not show until it stops paying.
• Which selling agents charge the placement fee, and how much. The 10-K gives only the 3.5% cap, and the private placement memorandum that sets the terms is not on EDGAR.
• Overlap between the Fund and Fund S. Both buy senior loans to US middle-market borrowers under the same co-investment order of June 25, 2026 (Release No. 36226); the filings do not state how many loans they share.

Where it sits on our list

Our non-traded BDC list ranks the Fund 35th by net assets and Fund S 54th, and shows “n/a” for both distribution rates; from the 10-Qs, the Fund is 10.6% and Fund S 9.2% (our arithmetic). Our private credit comparison includes the interval fund, not the BDC. For how interval funds differ, see what is an interval fund.

What a holder or buyer can do with this

This is analysis of public documents, not investment, legal or tax advice.

• Prospective buyer: you will be an accredited investor buying from a broker-dealer at the month's NAV, possibly with a placement fee of up to 3.5%. Before you subscribe, ask for the private placement memorandum, the fee on your share class, and the 13G ownership: two-thirds of the shares belong to the sponsor's own funds.
• Holder: read the quarterly offer when it opens (about October 29), remember you do not know the price when you tender, and resubmit unfilled requests. The offer was filled in full once; that says little about a quarter in which outside holders want out.
• Watch: the Q3 NAV (about October 20-25 in a Form 8-K), the result of the August 27 offer, the Q3 10-Q for non-accruals, expense support and coverage, and the next 13G/A in February for the sponsor's share.
• Tax: distributions' tax character is decided after year-end; a CPA, not this page, should cover how a sale below cost is reported.

FAQ

All figures are from SEC EDGAR filings read on October 14, 2026: Lord Abbett Private Credit Fund (CIK 2008748): Form 10-12G/A of October 4, 2024, Forms 10-K for 2024 and 2025 (March 20, 2026), the Form 10-Q for June 30, 2026 (with the 2025 and March 2026 10-Qs read for history), monthly Forms 8-K from November 2024 to September 24, 2026, Schedules TO-I of August 1 and October 29, 2025 and January 29, April 30 and July 30, 2026 with their final amendments, Schedule 13G and 13G/A filings from February 2025 to August 2026, and Form 40-APP/A of February 5, 2026; Lord Abbett Private Credit Fund S (CIK 2041841): the Form 10-K for 2025, the Form 10-Q for June 30, 2026, 13 Forms 8-K, four Schedules TO-I with final amendments and the Schedule 13G/A filings; the Lord Abbett Credit Opportunities Fund N-CSRS for June 30, 2026 (CIK 1753712, 0000930413-26-002831); and the SEC orders of August 26, 2025 (Release No. 35724) and June 25, 2026 (Release No. 36226). The last filing on the Fund's CIK was a Form 8-K on September 24, 2026. Percentages of net assets, sums, coverage ratios and ownership of outside holders are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.