PGIM Private Credit Fund Repurchases: Prudential's Insurer Sold 53% of July's Tender

What PGIM Private Credit Fund is

It is a BDC, not an interval fund: a closed-end company that lends to private US middle-market companies, mostly first-lien loans, and sells shares monthly at NAV. It began operations on December 13, 2022, elected BDC status effective May 5, 2023, and is run by PGIM Investments LLC with PGIM Private Capital, and since April 24, 2025 Deerpath Capital Management, managing the loans (10-K, accession 0001193125-26-111462). Its Class I seed capital, 4,285,939.664 shares for $109,102,499.80, came from a Prudential subsidiary, PGIM Strategic Investments, between November 2022 and April 2023 (Schedule 13D, accession 0001104659-23-082367).

At the August 31, 2026 report the fund had $308.3 million of NAV, $464.7 million of investments and $176.2 million of debt, and had sold 11,593,896 shares for $290,193,009 in its public and private offerings combined (Form 8-K, accession 0001193125-26-403985). The 10-K counted 183 holders of record of Class I, 14 of Class S and 2 of Class D at March 17, 2026. Compare it with the other non-traded BDCs in our non-traded BDC list.

The exit is a tender offer the fund chooses to make. Its Schedule TO-I says the Manager “expects that it will recommend to the Board that the Fund purchase Shares from Shareholders quarterly. However, the Fund is not required to conduct tender offers.”

Ten tender offers, four with any shares

Each row is the fund's own filing: the Schedule TO-I for the limit and the shares outstanding, the Schedule TO-I/A for the result. The limit is about 5% of shares at the previous quarter-end. Price is NAV per share at the valuation date for Class I (shares held under a year receive 98% of it).

Tendered-to-limit ratios are our arithmetic. The limit has grown 2.75 times, from 216,166 to 594,671 shares (our arithmetic), because the fund has grown from 4.3 million to 11.9 million shares; requests did not move until the second quarter of 2026. The June 2024 row is printed that way in the filing, two days before the offer was filed; it looks like a typo, and the result is the same. The footnote to the 10-Q's 2025 repurchase table says “All repurchase requests were satisfied in full.”

The July 2026 offer is the first that mattered: $10.1 million at $24.75 (our arithmetic), 3.8% of the 10,745,174.061 shares outstanding at March 31. Across all ten offers the fund has paid about $11.0 million before early-repurchase deductions (our sum), roughly 3.7% of its June 30, 2026 net assets of $294.4 million.

July 2026: who sold

The tender filing and the ownership filing, read together, answer it. The Schedule TO-I/A of July 31 says only that 408,316.619 Class I shares were tendered and repurchased at $24.75. A day earlier, Pruco Life Insurance Company, a subsidiary of The Prudential Insurance Company of America, reported in Amendment 5 to its Schedule 13D that on July 28, 2026 “the Issuer repurchased 214,746.359 Class I Common Shares from Pruco Life Insurance Company at a purchase price of $24.75 per share for an aggregate purchase price of $5,314,972.39.”

That is 52.6% of everything tendered (our arithmetic). The other holders tendered 193,570.26 shares, about $4.8 million (our arithmetic). The same amendment puts Pruco Life's remaining position at 7,973,656.68 Class I shares, 65.6% of the class, worth about $197.3 million at $24.75 (our arithmetic). The 10-K says the fund “currently is majority-owned by Pruco Life Insurance Company” and calls Pruco Life's parent “an affiliate of the Company”. At December 31, 2025 that stake was 76.63% of all shares.

The filings do not say why Pruco Life tendered or when it decided. The June 29 tender document says: “To the Fund’s knowledge, none of the officers, Trustees, or affiliates of the Fund intends to tender Shares in the Offer.” That sentence is knowledge-qualified, and nothing we read says it was wrong; the point for a holder is only that the largest holder used the window.

Why one holder matters to the 5% cap

A tender offer pays pro rata when requests exceed the limit. This fund's offer document says it will accept shares “on a pro rata basis based on the number of tendered Shares,” with priority for death or disability, and reserves the right to buy up to 2.0% more without extending the offer. The limit for the open offer is 594,671 shares. Pruco Life's 7,973,656.68 shares are 13.4 times that (our arithmetic).

So a single decision by the majority holder can use most of the window. If it tendered just 5% of its position, 398,683 shares, that would be 67% of the open limit (our arithmetic; a hypothetical, not a forecast). The July offer shows the opposite case works: the other holders tendered 193,570.26 shares and were paid in full. But nothing in the filings commits the majority holder to staying out of the queue, and the offer document 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.” For the broader pattern in this category, see our private credit redemptions tracker and the evergreen funds comparison; the fund that has actually prorated is HLEND.

Prudential's money is also the fund's growth. Its two disclosed purchases total $52,985,590, against cash raised from share sales of $64.163 million in 2025 and $80.617 million in the first half of 2026 (10-K and 10-Q; our sums): 36.6% of the new money (our arithmetic).

NAV, and what happened after June

Class I NAV per share held between $24.68 and $25.01 from December 2023 to June 2026. Then it moved.

From June 30 to August 31 Class I lost $0.47 a share, 1.9%, and the July move of $0.43 is the largest one-month fall in the series since December 2023 (our arithmetic). In December 2023 NAV fell from $27.18 to $24.68 in the month the fund declared a special year-end distribution of $2.57225 per Class I share; the 8-Ks for July and August 2026 give no comparable explanation. Aggregate NAV still rose because new shares were sold. The June 30 10-Q holds one clue to credit quality: Full Circle Fiber Operating LLC, classed as a telecommunication services borrower, was valued at $5,257 thousand at December 31, 2025 and $4,172 thousand at June 30, 2026, down 20.6% (our arithmetic), and was on non-accrual. It is 1.30% of investments at cost and 0.97% at fair value, and it is not enough on its own to explain a $0.47 move. The third-quarter 10-Q, due in mid-November, is the first filing that can.

Annual figures from the 10-K: Class I total return was 14.02% in 2024 and 13.86% in 2025, and 4.75% for the first six months of 2026, not annualized (10-Q).

The distribution, and whether income pays it

The Class I distribution has stepped down three times since the 2025 peak. Annualized yield is our arithmetic on the NAV of the month shown.

Coverage is the question. The fund can pay from any source, including borrowings and “fee and expense reimbursement waivers from the Manager,” in the words of its own 10-Q. This table compares net investment income (NII) with distributions declared, and shows NII if the Manager had not waived fees or reimbursed expenses (our arithmetic from the 10-K lines).

In 2025 the Manager waived $2.071 million of management fees and $1.951 million of incentive fees and reimbursed $3.495 million of expenses, $7.517 million in all (our sum). The fee waiver ran “through December 31, 2025” and the Manager cannot recoup it. Since January the management fee is 1.25% of net assets: $876 thousand in the second quarter. The January 2026 distribution cut came with the first declaration after the waiver ended; the filings we read do not link the two.

The 10-Q's source-of-distribution table lists the whole $1.27 per Class I share as net investment income, while the same filing's financial highlights show NII of $1.10 per share. Total distributable earnings went from +$1,236 thousand at December 31, 2025 to -$11 thousand at June 30, 2026 (our arithmetic: $12.538 million of operating results minus $13.785 million of distributions). At the new rate and the 12,155,474 Class I shares reported August 13, the monthly payout is about $2.25 million, or $6.8 million a quarter (our arithmetic), against second-quarter NII of $5.943 million.

Leverage and how a tender gets paid

At June 30, 2026 the fund owed $148.1 million: $89.85 million on its Sumitomo Mitsui revolver, $58.0 million on a Deutsche Bank asset-based facility opened May 5, 2026, and $215 thousand of promissory notes. Asset coverage was 298.84% against a 150% minimum, and debt was 0.50x net assets (our arithmetic). By August 31 debt was $176.2 million, 0.57x. On September 18, 2026 the Deutsche Bank facility was doubled from $100 million to $200 million with an amended margin (Form 8-K, accession 0001193125-26-401226). The revolver is priced at Term SOFR plus a 0.10% adjustment and 2.125% or 2.25%.

The offer document lists the sources for tender payments: “cash on hand (including cash received from investments in the Fund), borrowings and/or proceeds from the sale of portfolio holdings.”

Share classes, minimums and fees

The fund charges no sales load. The Manager takes a base fee of 1.25% of net assets a year and an income incentive fee of 12.5% of income above a 1.25% quarterly hurdle (5.0% a year), with a full catch-up to 1.43% a quarter. A separate expense cap (0.50% of net assets for most operating costs) runs through May 5, 2029, and the fund must repay the Manager when expenses fall under it, within three years. The April 29, 2026 prospectus estimates Class I total annual expenses at 9.40% of net assets before waiver and 7.36% after, of which interest on borrowings is 4.41% (Class S 8.21%, Class D 7.61% after waiver; those two are distorted by tiny net assets). Shares held under a year are repurchased at 98% of NAV.

What the loans are

At June 30, 2026 the fund held 84 portfolio companies, 98.29% of investments at fair value in first-lien debt, all floating-rate, with a weighted average yield of 9.47% at fair value (9.77% at December 31, 2025). The largest position was 2.79% of investments. Geography: 83.06% United States, 8.64% United Kingdom, 4.84% Spain. Largest industries: commercial services and supplies 11.47%, food products 10.80%, professional services 8.69%, construction and engineering 8.56%, consumer services 7.44%; software is 4.55%. Professional services fell from 12.25% in December and construction rose from 5.42%.

What a holder can do with this

• If you hold through an adviser (Class S or D): you hold one of the two classes that together had $2.6 million of assets at June 30, in a fund whose Class I is about two thirds owned by one affiliate. Ask your adviser what it expects if the majority holder tenders again, and what placement fee, if any, was charged (the prospectus allows up to 3.5% for Class S and 1.5% for Class D).
• If you want out in October: the offer expires October 28, 2026 at 4:00 p.m. Eastern, prices at NAV on September 30 (published in the monthly 8-K in late October), and does not carry over: unaccepted shares must be tendered again. A partial tender must leave $500 in the account.
• If requests exceed 594,671 shares: you are paid pro rata. The July offer used 76.0% of its limit, so the margin is thinner than it looks.
• What would change the picture: Pruco Life staying out of the next two windows, the September NAV, and the third-quarter 10-Q (mid-November), which will show whether the July move was credit or valuation.
• If you are thinking of buying: the new Class S or D money you add is a minority position next to an affiliate that can sell at NAV. The distribution is now below what the fund paid for most of its short history.

FAQ

All figures are from PGIM Private Credit Fund's SEC filings read on EDGAR on October 8, 2026: ten Schedule TO-I and TO-I/A pairs (March 2024 to July 2026), the September 29, 2026 Schedule TO-I and offer to purchase (accession 0001923622-26-000017), Schedule 13D (July 2023) and 13D/A Amendments 2 to 5 (accessions 0001104659-24-132063, 0001104659-25-029409, 0001104659-26-007007 and 0001104659-26-088640), 39 monthly Forms 8-K (July 2023 to September 2026, including 0001193125-26-403985 and the credit-facility 8-Ks 0001193125-26-214205 and 0001193125-26-401226), the Form 10-K for 2025 (0001193125-26-111462), the Form 10-Q for June 30, 2026 (0001193125-26-349252) and the prospectus supplement of April 29, 2026 (0001923622-26-000010). Percentages, sums, run-rates and coverage ratios are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.