New Mountain Private Credit Fund: NAV Down 9.4% Since December 2024 While New Sales Almost Stopped and Repurchase Requests Hit 3.4%

What this fund is, and what it is not

New Mountain Private Credit Fund lends to U.S. sponsor-backed companies with EBITDA of $10 million to $200 million, mostly first-lien and unitranche loans: 85.31% of the portfolio at fair value on June 30, 2026 was first lien, 94.20% floating rate (10-Q). A few points that the name hides:

• It is a private offering, not a retail one. The 10-K says the fund conducts “a continuous private offering of our Shares on a monthly basis to accredited investors” under Regulation D, and that “It is not contemplated that registration of the Shares under the Securities Act or other securities laws will ever be effected.” Shares sell at the month-end NAV. The documents we read give no minimum initial investment: not verified. A holder who tenders only part of a position must keep at least $5,000 in the fund.
• It started as a merger. The fund was formed on August 19, 2024 and absorbed New Mountain Guardian III BDC, L.L.C. on December 17, 2024, issuing 24,216,852 shares to that fund’s former unitholders. Those “Initial Shares” carry their own exit terms, described below.
• It is not New Mountain Finance (NMFC). NMFC is the exchange-listed BDC with a ticker and a market price, covered in our NMFC dividend and NAV review. This fund has no ticker and no market price. The 10-K lists NMFC among New Mountain Capital’s affiliated BDCs, and describes New Mountain Capital as having about $60 billion of assets.
• It says it is perpetual. The 10-K: “we currently do not intend to undertake a liquidity event.” There is no scheduled end date and no promise to buy shares back: repurchases are at the board’s discretion each quarter.

Seven repurchase offers: all paid, but one took 76% of the limit

Each offer is capped at roughly 5% of shares outstanding at the end of the prior quarter. Holders are paid with a promissory note that the fund describes as “non-interest bearing,” settled in cash after the quarter-end NAV is struck. The pattern is below; the first two 2025 offers were tiny, then requests climbed.

Three things stand out. First, the March 2026 offer is the one to remember: 1,600,939 shares and $37.4 million left the fund in a single quarter, 3.8% of shares outstanding, and the next request fell back to 0.4%. Second, the September 2026 figure is the fund’s own estimate, “based on information received from the Fund’s transfer agent as of September 2, 2026,” and the amendment adds that “Repurchase amounts are not yet final.” We have not seen the final result. Third, our dollar figure for September (3.44% of 41,342,086 shares at $22.72) is arithmetic on that estimate, not a number the fund has reported. For the June offer, the 10-Q shows $3,614 thousand at NAV and an early repurchase deduction of $132 thousand, which gives the $3,482,287 that the final amendment says was payable on or about July 31, 2026.

What happens if requests exceed the limit. The offer says that if more than 2,067,104 shares are tendered, the fund will accept them “on a pro rata basis,” and that “there is no repurchase priority for repurchase requests in the case of the death or disability of a Shareholder.” The fund also reserves the right to buy up to 2.0% more of its shares without extending the offer. The 5% limit has never been reached: the highest request was 75.9% of it.

Two exit penalties to know. Shares held under a year are repurchased at 98% of NAV (the 2% early repurchase deduction stays with the fund). Shares received in the merger, the Initial Shares, are repurchased at 95% of NAV if they have not been outstanding for three years: in the first year 2% stayed with the fund and 3% was owed to the Investment Adviser, and in years two and three 5% is owed to the Investment Adviser (10-Q). Counting from the December 17, 2024 merger, that window would run to about December 2027 (our arithmetic). Both deductions can be waived for death, divorce or qualified disability.

Where the new money went

The fund sells shares once a month. In July 2025 it sold 508,432 shares for about $12.5 million; by April-June 2026 the whole quarter was $1.6 million (10-Q: subscriptions of 69,137 shares). Reinvested distributions were $7.4 million in that quarter, so most of the money still coming in was the fund’s own payout going back in.

Rows with “about” are the fund’s own rounded figure in Item 3.02; where it gave a table, we show that. The September 8-K says only that “the Company did not issue any Shares in the Private Offering” in the month. Between December 31, 2025 and June 30, 2026 the share count fell from 42,187,443 at December 31, 2025 to 41,342,086 at June 30, 2026 (down 2.0%, our arithmetic). The filings do not say why subscriptions slowed; we do not know whether the sponsor’s distribution channels paused, and we do not claim to.

NAV and leverage: debt came back as equity went out

The 8-Ks report NAV, aggregate NAV, investments and debt at principal every month. The jump in the second half of 2025 is the largest move in the series: investments grew from $1,502.9 million in June 2025 to $2,064.2 million in December while debt doubled, with aggregate NAV flat at about $1.0 billion.

Debt and equity moved opposite ways in 2026. From June 30 to September 30, debt rose $82.4 million (our arithmetic) while aggregate NAV fell $40.6 million, and September alone took $34.5 million off NAV as debt rose $54.8 million. The filings do not tie the September move to a single cause; the repurchase estimate of about $32 million is of the same size (our inference, not a reported link). On a month-end basis, debt over NAV was about 1.09 at September 30 (993.4 / 914.9, our arithmetic) against the fund’s own 1.04 average for the month.

The 1940 Act minimum asset coverage for a BDC that has adopted the 150% threshold is the line to watch: the fund’s own figure was 194.38% at December 31, 2025 and 204.9% at June 30, 2026 (10-K, 10-Q). Applying the same idea to the September 8-K gives about 192% (NAV plus debt, over debt; our rough arithmetic, not the fund’s reported figure). At June 30 the fund had $424.0 million drawn on the “GS Credit Facility” (due December 17, 2030), $266.7 million on the “NEWCRED Credit Facility” (due May 10, 2030) and $225.0 million of unsecured notes: $85.0 million at 6.47% due March 15, 2029 and $140.0 million at 6.89% due March 17, 2031, both sold in February 2026. The October 20 8-K reports $1,510.0 million of committed debt capacity, 100% floating after swaps, 77% of the drawn amounts secured. It had $273.3 million of unfunded commitments to portfolio companies at June 30.

Who owns the shares

The August 2026 tender statement lists the holders of more than 5% as of June 30, 2026, against 41,342,086 shares outstanding:

The four large holders add to 21,184,911 shares, or 51.2% of the fund (our sum). That matters in two directions. A tender request from any one of them would be large against a 5% limit: the whole offer is 2,067,104 shares and Dimension’s position alone is 2.9 times that (our arithmetic). Nothing in the filings says any of them intends to tender, and the statement says none of the trustees or executive officers does. The reverse also holds: a fund where half the shares are in four hands can look calm in a quarter when none of them asks to leave, and the September estimate of 3.44% shows what a smaller wave looks like.

The payout and whether income covers it

The board has declared $0.19 a share every month since at least January 2025: $2.28 a year, or 10.0% of the $22.72 NAV at September 30 (our arithmetic). The October 20, 2026 declaration is payable on or about November 30 to holders of record on October 30. Net investment income, which includes PIK interest and dividends that are not cash, has been close to the payout:

Per share, net investment income was $2.34 in 2025 against $2.25 declared from income (plus $0.03 from gains), and $1.13 in the first half of 2026 against $1.14 declared. The line that moves NAV is the last column: losses on investments of $39.2 million in the first half exceeded what income left over after distributions, which is why net assets fell from $1,015.0 million to $956.0 million (10-Q). In April-June the net realized loss was $28.7 million, partly offset by $18.4 million of unrealized gains, and the 10-Q names unrealized depreciation on DECA Dental Holdings LLC and Knockout Intermediate Holdings I Inc. as the main drivers of the quarter’s result. PIK and non-cash interest was $6.0 million of $96.5 million of investment income in the half (6.2%, our arithmetic).

Fees and expenses

The terms are in the 10-K:

Two reads of this, both our arithmetic. The base fee is charged on net assets, so borrowing does not raise it, but financing costs are the largest line: interest and other financing was $32.3 million of $48.6 million of expenses before support in the first half (66%), against $19.0 million in the same half of 2025. Second, the income incentive fee is calculated each quarter on income only. The fee description in the 10-K has no total-return test or clawback on the income component; we did not read the advisory agreement itself, so treat that as not verified. In the first half of 2026 the adviser earned $6.9 million of incentive fees while NAV per share fell $0.94.

What is in the portfolio

At June 30, 2026 the fund held 121 portfolio companies at $1,827.6 million fair value (cost $1,880.6 million), against 125 companies and $2,064.2 million at December 31, 2025. By type: 85.31% first lien, 2.78% second lien, 3.08% subordinated and 8.83% equity and other. By industry: Business Services 27.72%, Software 24.18%, Healthcare 16.03%, Financial Services & Technology 9.56% and Consumer Services 6.41%. Controlled investments were $68.0 million (up from $48.0 million) and paid $3.9 million of dividends in the half; the 10-Q attributes the rise in dividend income to NEWCRED SLP.

On credit, the adviser’s four-color scale put 85.7% of fair value in Green, 11.0% in Yellow (12 companies), 3.3% in Orange (3 companies) and nothing in Red at June 30. At December 31, 2025 two positions were on non-accrual: first-lien loans to DCA Investment Holding, LLC (fair value $11.7 million) and preferred shares of ACI Parent, Inc. (fair value $2.1 million), together 0.7% of the portfolio (our arithmetic). The number of non-accrual positions at June 30, 2026 is not verified: the 10-Q marks them only by footnote in the schedule of investments. The March 19, 2026 8-K reports the resignation of the chief financial officer, effective on a transition expected by May 29, with the filing noting he did not express any disagreement on any matter relating to the Company’s operations, policies or practices; the chief operating officer became interim CFO from May 29 (8-K of May 7, 2026).

What a holder can do with this

• Know which rules apply to you. If you came in through the merger, your shares are Initial Shares with the 95% rule until about December 2027 (our arithmetic). If you bought for cash in the last twelve months, the 98% rule applies. Check your account statement for which.
• If you want to tender, the fund has opened offers in the first days of February, May, August and November (the last four were November 3, February 2, May 1 and August 3), each running about a month and valued at the following quarter-end NAV. The next is likely to open in early November 2026 and close around December 1, valued at the December 31 NAV (our inference from that pattern; the fund has not announced it). Because the price is the quarter-end NAV, and NAV has fallen at each of the last seven quarter-ends, a tender fixed at the end of the quarter pays the later, lower figure.
• What would change the odds of full payment: a request above 2,067,104 shares (about 5%). The highest so far was 75.9% of the limit, so there has been room. Watch the final September result, the 8-Ks on the first week after each month-end, and any change in the holders listed above.
• What to watch on risk: the monthly debt-to-equity figure (1.04 in September), the next 10-Q, which for the quarter ended September 30 is likely in mid-November (our inference from the November 12, 2025 filing), and the share of Orange and Yellow ratings.

How other funds’ queues compare is in our non-traded BDC list and the September tender results.

FAQ

All figures are from New Mountain Private Credit Fund’s SEC filings read on EDGAR on October 27, 2026: the Form 10-K for 2025 (accession 0002037804-26-000005), the Form 10-Q for June 30, 2026 (accession 0002037804-26-000015), the Schedule TO-I of August 3, 2026 and its Offer to Purchase (accession 0001580642-26-004798), the Schedule TO-I/A filings of November 2025 to September 2026, and the monthly Form 8-Ks from July 2025 to October 26, 2026. Percentages of offers, coverage ratios, sums, growth rates and the September repurchase value are our arithmetic. The September repurchase figure is the fund’s estimate; the final result had not been filed. This is analysis of public documents, not investment, legal or tax advice.