OCREDIT (T. Rowe Price OHA): Tenders at 57% of Limit, NAV $26.07

What OCREDIT is, and what the name does and does not mean

“OCREDIT” is how the fund's own filings refer to itself, and the Schedule TO-I lists an "OCREDIT Access (Offshore)" holder. It is not a T. Rowe Price mutual fund and has no ticker. It is a private-credit BDC formed on December 16, 2021, converted into a Delaware statutory trust on March 2, 2022 and elected as a BDC on June 30, 2023, when it took in $521.4 million of debt investments in kind (Form 10-Q). The investment manager is OHA Private Credit Advisors LLC; T. Rowe Price Investment Services, Inc. is the managing dealer that sells the shares. Fitch gave the fund a ‘BBB-’ issuer rating on February 27, 2026 and Moody's a ‘Baa3’ on March 13, 2026, both with a stable outlook (Form 8-K, March 27, 2026).

The fund sells Class I, Class S and Class D shares monthly at the prior month-end NAV in a continuous offering of up to $2.5 billion. Class S pays a 0.85% annual shareholder servicing fee on NAV and Class D 0.25%; Class I pays none. The management fee is 1.25% of net assets a year and the income incentive fee is 12.5% of pre-incentive net investment income above a 5.0% annualized hurdle. At June 30, 2026 there were 50,440,868 Class I, 4,979,525 Class S and 7,829,974 Class D shares.

Ten tender offers

The exit is a quarterly tender offer that the board is free to skip. The 10-Q says: “As a result, share repurchases may not be available each quarter.” The limit is 5% of shares outstanding at the end of the previous quarter. The price is the NAV at the end of the quarter in which the offer closes, not the NAV when you tender. Shares held under one year are bought at 98% of that NAV, and the deduction may be waived for death, divorce or qualified disability. Payment is a non-interest-bearing promissory note, paid between 31 and 43 days after the valuation date in the last four offers.

The shares tendered in the March and June 2025 offers are from the Form 10-Q for September 30, 2025; the final amendments for those two offers state only the cash paid. In the other offers the final amendment gives the shares. Measured against all shares outstanding rather than against the limit, the 10-Q puts the March 2026 offer at 1.58% and the June 2026 offer at 2.84%.

Three things follow from the table. First, the fund has never prorated. Second, the two largest requests, in March and June 2026, came as NAV fell from $26.89 to $26.15 and $25.96; the filings do not say why holders sold. Third, the June request was 57.4% of the limit and the August limit is 3,162,518 shares, so requests would have to rise another 76% to reach it (our arithmetic). Above the limit the 10-Q says shares “will be repurchased on a pro rata basis.”

The June offer also shows how the fund reports. Its Form 8-K of June 22, 2026 estimated that “approximately 3%” of shares outstanding at March 31, 2026 had been tendered, and the final figure was 2.84%. The fund added that the estimate “is based on preliminary information, is subject to adjustment and should not be regarded as final.” The Form 8-K of September 29, 2026, filed after the August 31 expiry, carries no such estimate. The pattern of past payments puts the final amendment and the payment of the August offer in the first half of November 2026 (our reading of the dates, not a filed schedule).

NAV: down from the peak, flat since June

NAV per share peaked at $28.22 on February 29, 2024 and fell in 22 of the 30 months since, was flat in 2 and rose in 6 (our count from the monthly 8-Ks). Aggregate NAV peaked at $1,641.8 million at June 30, 2026 and was $1,619.6 million at August 31, 2026.

The 10-Q explains the first-half drop per Class I share: NAV of $26.89 at the start, plus $1.21 of net investment income, minus $0.85 of net realized and unrealized loss, minus $1.29 of distributions declared, equals $25.96. Net unrealized depreciation was $56.0 million in the six months (the second quarter alone: $13.2 million), against $17.6 million in the first half of 2025. For federal income tax purposes the fund estimated a net unrealized loss of $65.6 million on a tax basis of $3,168.3 million at June 30, 2026, which matters to a holder deciding whether to sell at a loss (see Form 8949 and Schedule D for BDC and REIT sales).

The payout: the $0.03 supplemental stopped

The Form 8-K filed each month declares the distribution per share for each class. Through March 2026 the Class I declaration was $0.2000 regular plus $0.0300 variable supplemental, $0.23 a month; there were also special distributions of $0.23 (December 2023), $0.18 (March 2024), $0.15 (June 2024), $0.15 (September 2024), $0.10 (December 2024) and $0.12 (June 2025). The 8-K filed April 28, 2026 declares $0.2000 and no supplemental, and every later 8-K, including September 28, 2026, does the same.

At $0.23 a month the Class I rate on the August NAV would be 10.6%; at $0.20 it is 9.2% (our arithmetic). The twelve declarations from October 2025 to September 2026 add up to $2.58 a share (six at $0.23 and six at $0.20), 9.9% of that NAV, which is why a trailing figure still looks higher than what is being paid now. Our list of non-traded BDCs shows 9.9% for a similar reason (it annualizes the first half of 2026).

Income covered the payout in the second quarter and not in the first. Net investment income was $38.3 million in the second quarter against distributions declared of $37.3 million (102.9%), and $74.5 million in the half against $79.2 million (94.0%); for the first quarter the figures are $36.1 million and $42.0 million (86.0%), all our arithmetic from the 10-Q. Total investment income rose to $150.9 million in the half from $124.4 million.

Leverage, credit and the one non-accrual

The portfolio at June 30, 2026 was $3,100.8 million of fair value in 144 companies: 90.8% first lien debt, 7.1% second lien, 1.4% preferred equity, 0.5% asset backed securities and 0.2% common stock, with 97.0% of debt at floating rates and a weighted average yield of 10.0% at fair value. The fund's debt cost a weighted average 6.0% in the half. Its debt at June 30 was $1,522.5 million with an asset coverage ratio of 207.7% (210.0% at December 31, 2025), and it held $414.4 million of unfunded delayed-draw and revolver commitments.

The fund's 2025 year-in-review letter, filed as a Form 8-K on February 9, 2026, said the fund's “0.0% in non-accruals” showed disciplined underwriting. That has changed: the 10-Q names one investment, valued at 54.4% of its cost (our arithmetic), and its $16.0 million fair value matches the Risk Rating 5 line. The filings do not name the borrower. Nothing in them says whether more loans will join it; the Risk Rating 3 and 4 buckets are where one would look, and they rose.

On July 2, 2026 the fund issued $400 million of 6.500% notes due July 2, 2031, priced at 98.900% of principal and swapped to floating (Forms 8-K of June 29 and July 6, 2026; 10-Q). The proceeds were to fund investments and “reduce borrowings and repay indebtedness incurred under various financing agreements,” and principal debt did not fall: it rose from $1,518.7 million at June 30 to $1,602.7 million at August 31, 2026.

Who is in the fund, and where the new money went

On June 30, 2026 the fund had 63,250,367 shares outstanding. T. Rowe Price OHA Select Private Credit Feeder Fund LLC held 29,386,045 (46.5%), OHA Partner Global Co-Investment II, LLC 2,000,000 (3.2%) and OHA Global Co-Investment OCREDIT Access (Offshore), L.P. 899,122 (1.4%); none of the listed holders intended to tender in the August offer (Schedule TO-I). A holder through the feeder or a platform should ask which vehicle's tender window applies, because the filings above are the fund's, not the feeder's. By the September 8, 2026 record date shares outstanding were 62,473,382, 776,985 fewer than at June 30 (our arithmetic), after the 1,798,230 shares bought in June were retired.

Sales have slowed more than redemptions have grown. The fund issued 1,240,712 shares ($32.3 million) in the second quarter, against 5,597,687 ($152.4 million) a year earlier; reinvested distributions were 334,794 shares and repurchases 987,826 (Form 10-Q). The 10-Q reports net proceeds of $8.7 million for subscriptions effective July 1, 2026 and $6.1 million for August 3, 2026. Cash tendered in the June offer, $46.7 million, is more than three times the net proceeds of the two later subscription months put together (our arithmetic). That gap is paid from borrowing and loan repayments, which is part of why debt-to-equity is at its highest since November 2023.

The annual meeting on October 8, 2026

The Form 8-K filed October 13, 2026 reports that shareholders elected all five trustees, each for a term to the 2029 annual meeting, and ratified KPMG LLP as auditor for 2026 by 36,891,648 votes to none against. It also gives the 62,473,382 record-date share count used above. It is a routine filing; the decision that matters is the next tender, not this vote.

What a reader can do with this

• If you hold OCREDIT and plan to sell: the August offer's result and the September 30, 2026 NAV are the next two data points. The NAV 8-K has been filed between the 22nd and the 30th of the following month, so expect it by October 30, 2026. A new offer has followed each quarter: the last four Schedule TO-I filings are dated August 5, 2025, November 3, 2025, February 13, 2026 and May 4, 2026, and the latest August 4, 2026.
• If you plan to tender before year-end: you will not know the price when you submit, only the NAV at the end of the quarter, and you get the 98% price if the shares are under a year old. Past payments arrived 31 to 43 days after the valuation date.
• How much room is there: requests were 57.4% of the June limit. The fund has never prorated, and a single larger request could change that for everyone, so check the limit (5% of shares outstanding at the previous quarter-end) before assuming you will be paid in full.
• If you are considering buying: shares are sold at NAV, so there is no entry discount to make up for the exit terms. Compare with other funds in our private credit fund redemptions tracker, Q3 2026 BDC tender results and the Q4 2026 redemption deadlines. For funds that did prorate, see Blue Owl Credit Income Corp. and Blackstone Private Credit Fund.
• What to watch: the August result, the next offer's limit, whether the non-accrual count grows, and the September 30, 2026 Form 10-Q (due around mid-November 2026) for coverage and the Risk Rating buckets.

FAQ

All figures are from T. Rowe Price OHA Select Private Credit Fund's SEC filings read on EDGAR on October 22, 2026: eleven Schedule TO-I filings and ten final Schedule TO-I/A amendments (March 2024 to August 2026), monthly Form 8-Ks from August 2023 to September 2026, the Form 10-K for 2025, the Forms 10-Q for September 30, 2025 and June 30, 2026 (accession 0001901164-26-000022), the Form 8-Ks of February 9, June 29, July 6 and October 13, 2026. Shares requested as a share of the limit, sums across offers, growth rates, coverage ratios, trailing distribution rates and the 54.4% fair value to cost are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.