Sagard Private Income Fund Files Form 10 as a BDC: $74.6M First-Lien Portfolio, 1.25% Fee, 5% Repurchases

What was filed, and when

Sagard says it files the Form 10 “on a voluntary basis to permit it to file an election to be regulated as a business development company”. That is the sequence the EDGAR index shows for CIK 2133018.

The fund is a Maryland corporation, externally managed by Sagard Holdings Manager (US) LLC, which the Form 10 says is indirectly wholly owned by Sagard Holdings Management Inc. The Form 10 describes Sagard as an alternative asset manager with $47 billion of assets under management, 200 or more portfolio companies and 570 or more professionals at June 30, 2026. The registrant is an emerging growth company and a non-accelerated filer. The Form 10 says that once effective it will be subject to Section 13(a) of the Exchange Act, which means annual, quarterly and current reports on Forms 10-K, 10-Q and 8-K. None of those exists yet, so there is no NAV report to read.

What the Form D $110,000 really is

A quick reading of the Form D (“a seed of $110,000”) misses what the Form 10 shows. The Form D reports a total offering amount of $110,000, all of it sold, to 110 investors, none of them non-accredited, with a first sale on October 30, 2026, a minimum investment of $1,000 and sales commissions of $5,500 (5% of the amount sold, per the issuer’s note). It lists an Atlanta broker-dealer, H & L Equities, LLC, as the firm associated with the compensated sellers, soliciting in Florida, Georgia and Texas.

The Form 10 explains the structure. It says that after the BDC election, in the initial closing with third-party investors, the fund “intends to issue and sell promissory notes, each with a principal amount of $1,000” to 110 individual investors, and that each purchase agreement also provides for one Class I share. Each note pays 12.00% a year semi-annually, has a 30-year term, and can be prepaid once the fund has repurchased the share bought with it; a prepayment before the 24-month anniversary carries a one-time premium of $100 per note. We read the Form D sale and the Form 10 notes as the same transaction because the count (110), the $1,000 unit and the dates fit; the filings do not say so in words.

Our arithmetic on those terms: 110 notes at $1,000 is $110,000, matching the Form D; 12% a year on $110,000 is $13,200 of interest a year; and a prepayment inside 24 months would cost $11,000 in premiums on top of principal. The Form 10 says the fund expects to receive “approximately $76,000 in net proceeds” from this offering. The Form D shows $5,500 of commissions, which would leave $104,500 (our arithmetic), so about $28,500 of other costs is not itemized and we cannot reconcile it.

The notes mean the first outside investors are, on the filing’s own description, lenders to the fund as well as shareholders. The Form 10 gives no reason for the structure and we do not guess at one.

Who owns the fund today

The contribution priced the shares at the NAV of the special purpose vehicle, “Sagard Private Income Fund SPV I LP”, formed in May 2026, with a valuation as of October 22, 2026 by an independent third-party valuation firm. The audited seed balance sheet at September 30, 2026 shows net assets of $25,000 and a NAV of $10.00 per share, against total assets of $1,525,000 (mostly deferred offering costs of $841,010 and a receivable from the adviser of $658,990) and $1,500,000 of accrued expenses. Organizational costs of $1,245,143 for the period from March 20, 2026 were fully offset by an expense waiver and a reimbursement, so net expenses were zero.

The fee terms, in one table

For comparison, on our Audax Private Credit Fund page the same-sized management fee (1.25%) and incentive rate (12.5%) sit above a 6.0% annualized hurdle, so Sagard’s 5.0% hurdle starts the incentive fee earlier. The Form 10 contains no fee table with a total annual expense ratio. We therefore cannot say what all-in cost a $100,000 holder will bear, only the components.

Worked fee examples (our arithmetic)

Per $100,000 of net assets:

The incentive fee is charged on income before realized or unrealized losses, per the Form 10’s definition of pre-incentive fee net investment income, which excludes capital gains and losses. A quarter of strong interest income with falling loan values can therefore still pay the adviser.

The starting portfolio, line by line

The Form 10 prints an unaudited schedule of investments for SPV I as of October 27, 2026. Total cost is $74,378 thousand and fair value $74,602 thousand, 100.3% of cost (our arithmetic). Every line is a first-lien position except one second-lien delayed-draw commitment with a negative fair value of $6 thousand; all are non-control, non-affiliate investments, and the schedule says debt investments are variable rate. We count 42 line items across 21 borrowers; the schedule marks unfunded commitments, so not every line is a funded loan.

Industry shares and borrower totals are our sums of the schedule lines. Two points to read carefully. First, the schedule flags two loans (Hawk Parent Holdings and Abacus Global Management) as not qualifying assets under Section 55(a) and says non-qualifying assets are 8.48% of total assets; a BDC must keep at least 70% in qualifying assets when it buys. Second, the 20 funded first-lien term loans carry an average rate of 9.26% weighted by cost (our arithmetic), a figure that excludes revolvers and delayed-draw lines. Several acquisition dates (for example November 2022 for one insurance borrower) are earlier than SPV I’s formation in May 2026; the filing does not explain how, so treat the dates as the filing’s label for the borrower relationship.

One number does not tie. The schedule’s footnote says the portfolio companies “represented 88.29% of the Fund’s net assets”. With $74,602 thousand of fair value, that implies net assets of about $84.5 million (our arithmetic), more than the roughly $76.5 million paid for SPV I. The filing does not reconcile the two, and we do not know which base it uses.

Leverage and the co-investment application

SPV I signed the Atlas Credit Facility, a revolving credit and security agreement with $100 million of initial commitments and an uncommitted accordion up to $250 million. Advances bear interest at three-month Term SOFR plus 2.20% during the revolving period, rising to as much as 2.45% on certain performance conditions and up to 2.55% in amortization. It matures on June 1, 2031, extendable to June 1, 2033 by mutual agreement. Its lenders’ claims are secured by SPV I’s assets and are otherwise non-recourse to the fund. Commitments of $100 million are about 1.3 times the roughly $76.5 million of net assets (our arithmetic), but the Form 10 does not state the drawn balance. The fund’s initial shareholders approved the 150% asset coverage threshold on October 1 and October 27, 2026, which allows debt up to twice equity.

The fund and its affiliates have applied for co-investment relief (File No. 812-16040, amended October 29, 2026), which would let affiliated Sagard funds invest together in negotiated deals if the order is granted. The Form 10 describes it as an application, not an order. It also says the SEC “has not yet granted the Multi-Class Exemptive Relief”, so the fund currently offers one class, Class I.

Getting money out: the repurchase terms

With the election on October 29, 2026, our reading is that the first full calendar quarter is January to March 2027 and the second is April to June 2027, so distributions would start in the April to June quarter and the first income incentive fee would be calculated for January to March 2027. The Form 10 does not give those dates. A holder who buys now has no exit before the middle of 2027 even under the plan, and the plan is the board’s to withhold. For how this has played out at other private BDCs, see what a BDC is, our list of non-traded BDCs and the Q3 2026 tender offer results. The special rules for heirs are in our death and disability repurchase guide.

What we do not know yet

What a reader can do with this

• If you are being offered shares: ask for the subscription agreement and the latest NAV, and ask the intermediary in writing what it charges on top of the price (the Form 10 allows up to 3.5% of NAV). The Form D lists 5% commissions on the note sale; whether that applies to your purchase is a question to put to them.
• If you are comparing it with other private BDCs: compare the hurdle (5.0% here), the catch-up, the repurchase size and the early deduction, not the headline yield. A new fund has no track record to compare.
• If you want an alert: the first NAV, the first Form 10-Q and any Schedule TO tender offer will appear under CIK 2133018 on EDGAR.
• If the money is large or retirement money: this is a private, accredited-investor product with discretionary liquidity. The allocation and exit questions belong with a licensed adviser who sees your full picture.

FAQ

All figures are from SEC EDGAR filings of Sagard Private Income Fund Inc. (CIK 2133018) read on November 5, 2026: the Form 10-12G of October 28, 2026 (accession 0001193125-26-436342) with its audited seed financial statements and unaudited schedule of investments, the Form N-54A of October 29, 2026, the Form 40-APP/A of October 29, 2026, the Form 40-17G of October 30, 2026 and the Form D of November 2, 2026, plus the EDGAR filing index for the CIK. Sums, shares, percentages and the worked fee examples are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.