PGIM 10-K & 10-Q changes, risk factors and insider trading
PGIM Private Credit Fund · CIK 1923622 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Assumed Return on Our Portfolio (Net of Expenses)”
Removed heading “The October 7th attacks on Israel and subsequent conflicts may have a material adverse impact on us and our portfolio companies.”
Largest changes
“Russia’s military invasion of Ukraine in February 2022, the resulting responses by the United States and other countries, and the potential for wider conflict could increase volatility and uncertainty in the financial markets and adversely affect regional and global economies. The United States and other countries have imposed broad-ranging economic sanctions on Russia and certain Russian individuals, banking entities and corporations as a response to its invasion of Ukraine. …”see in full comparison
“Sanctions imposed by the United States and other countries, including in connection with hostilities between Russia and Ukraine and tensions between China and Taiwan, have caused additional financial market volatility and affected the global economy. Concerns over future inflation volatility, economic recession, as well as interest rate volatility and fluctuations in oil and gas prices resulting from global production and demand levels, as well as geopolitical tension, have exacerbated market volatility. …”see in full comparison
The success of our investment activities could be affected by general economic and market conditions in Europe and in the rest of the world, as well as by changes in applicable laws and regulations (including laws relating to taxation of our investments)see in full comparison,,ongoing armed conflicts and political unrest in the Middle East, Southwest Asia and South America, trade barriers, currency exchange controls, rate of inflation, currency depreciation, asset re-investment, resource self-sufficiency and national and international political and socioeconomic circumstances in respect of the European and other non-U.S. countries in which we may invest. Concerns over future inflation volatility, economic recession, as well as interest rate volatility and fluctuations in oil and gas prices resulting from global production and demand levels, as well as geopolitical tension, have exacerbated market volatility. In addition, social unrest, changes regarding immigration and work permit policies and other political and security concerns may not abate, which may cause the debt and equity capital markets and our business to be adversely affected both within and outside of regions experiencing ongoing conflicts. Market uncertainty and volatility have also been magnified as a result of the current U.S. presidential administration and ongoing uncertainties regarding actual and potential shifts in U.S. and foreign, trade, economic and other policies, including with respect to treaties and tariffs. In addition to impacting the capital markets, global economic, political and market conditions could have a significant adverse effect on our business, financial condition and results of operations. These factors will affect the level and volatility of securities prices and the liquidity of the Company’s investments, which could impair our profitability or result in losses. General fluctuations in the market prices of securities and interest rates may affect our investment opportunities and the value of our investments. We may maintain substantial portfolio positions that can be adversely affected by the level of volatility in the financial markets; the larger the positions, the greater the potential for loss. Declines in the performance of national economies or the credit markets in certain jurisdictions have had a negative impact on general economic and market conditions globally, and as a result, could have a material adverse effect on our business, financial condition and results of operations.
“The ongoing armed conflicts in the Middle East, Southwest Asia, Russia and Ukraine, and continued political and social unrest in various countries, such as Venezuela and Mexico, have led, are currently leading, and for an unknown period of time, may continue to lead to disruptions in local, regional, national, and global markets and economies affected thereby and could have a negative impact on the economy and business activity globally (including in the countries in which the Company invests), and therefore could adversely affect the performance of the Company’s investments. …”see in full comparison
“On October 7, 2023, Hamas (an organization which governs Gaza, and which has been designated as a terrorist organization by the United States, the United Kingdom, the European Union, Australia and other nations) committed a terrorist attack within Israel (the “October 7th Attacks”). The ongoing conflict and rapidly evolving measures in response could have a negative impact on the economy and business activity globally, and therefore could adversely affect the performance of the Company. …”see in full comparison
“The October 7th attacks on Israel and subsequent conflicts may have a material adverse impact on us and our portfolio companies.”see in full comparison
Full comparison: every changed paragraph (147)
Investing in our Common Shares involves a number of significant risks. The following information is a discussion of the material risk factors associated with an investment in our Common Shares specifically, as well as those factors generally associated with an investment in a company with investment objectives, investment policies, capital structure or trading markets similar to ours. In addition to the other information contained in this Annual Report on Form 10-K,10-K and the other reports and documents filed by us with the SEC, you should consider carefully the following information before making an investment in our Common Shares. The risks below are not the only risks we face. Additional risks and uncertainties not presently known to us or not presently deemed material by us may also impair our operations and performance. If any of the following events occur our business, financial condition and results of operations could be materially and adversely affected. In such cases, the NAV of our Common Shares could decline, and you may lose all or part of your investment.
We are a relatively new company and have a limited operating history.
Our ability to achieve our investment objective depends on the ability of the Manager and the SubadviserPrivate Credit Subadvisers to manage and support our investment process. If the Manager or the SubadviserPrivate Credit Subadvisers were to lose any members of their respective senior management teams, our ability to achieve our investment objectives could be significantly harmed.
Since we have no employees, we depend on the investment expertise, skill and network of business contacts of the broader networks of the Manager and its affiliates as well as the persons and firms the Manager may retain to provide services on our behalf. The Manager evaluates, negotiates, structures, executes, monitors and services our investments. Our future success depends to a significant extent on the continued service and coordination of the SubadviserPrivate Credit Subadvisers and itstheir senior management team.teams. The departure of any members of the Subadviser’sPrivate Credit Subadvisers’ senior management teamteams could have a material adverse effect on our ability to achieve our investment objective.
Because our business model depends to a significant extent upon relationships with private equity sponsors, investment banks and commercial banks, the inability of the Manager or the SubadviserPrivate Credit Subadvisers to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business.
The Manager and the SubadviserPrivate Credit Subadvisers depend on the broader PGIMtheir relationships with private equity sponsors, investment banks andbanks, commercial banks and others, and we rely to a significant extent upon these relationships to provide us with potential investment opportunities. If the Manager, the SubadviserPrivate Credit Subadvisers or their affiliates fail to maintain their existing relationships or develop new relationships with other sponsors or sources of investment opportunities, we may not be able to grow our investment portfolio. In addition, individuals with whom the Manager, the SubadviserPrivate Credit Subadvisers or their affiliates have relationships are not obligated to provide us with investment opportunities, and, therefore, there is no assurance that such relationships will generate investment opportunities for us.
Securities that are not publicly traded or for which market prices are not readily available will be valued at fair value as determined in good faith pursuant to procedures adopted by the Manager, as Valuation Designee pursuant to Rule 2a-5 under the 1940 Act, and under the oversight of the Board, based on, among other things, the input of the Manager, the SubadviserSubadvisers and independent third-party valuation firms engaged at the direction of Valuation Designee to review the Company’s investments.
We may fund our cash distributions to shareholders from any sources of funds available to us, including borrowings, subscription proceeds from shares in the Company, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, dividends or other distributions paid to us on account of investments in portfolio companies and fee and expense reimbursement waivers from the Manager, if any. Our ability to pay distributions might be adversely affected by, among other things, the impact of one or more of the risk factors described in this Annual Report on Form 10-K. In addition, the inability to satisfy the asset coverage test applicable to us as a BDC may limit our ability to pay distributions. All distributions are and will be paid at the discretion of the Board and will depend on our earnings, our financial condition, maintenance of our RIC status, compliance with applicable BDC regulations and such other factors as the Board may deem relevant from time to time. We cannot assure shareholders that we will continue to pay distributions to our shareholders in the future. In the event that we encounter delays in locating suitable investment opportunities, we may pay all or a substantial portion of our distributions from borrowings or sources other than cash flow from operations in anticipation of future cash flow, which may constitute a return of shareholder’s capital. A return of capital is a return of shareholder’s investment, rather than a return of earnings or gains derived from our investment activities. A shareholder will not be subject to immediate taxation on the amount of any distribution treated as a return of capital to the extent of the shareholder’s basis in its shares; however, the shareholder’s basis in its shares will be reduced (but not below zero) by the amount of the return of capital, which will result in the shareholder recognizing additional gain (or a lower loss) when the shares are sold. To the extent that the amount of the return of capital exceeds the shareholder’s basis in its shares, such excess amount will be treated as gain from the sale of the shareholder’s shares. Distributions from the proceeds of our prior offerings or from borrowings also could reduce the amount of capital we ultimately invest in our portfolio companies.
We have not established any limit on the amount of funds we may use from available sources, such as borrowings, if any, or proceeds from thisour ongoing offering, to fund distributions (which may reduce the amount of capital we ultimately invest in assets).
As a public reporting company, we are subject to regulations not applicable to private companies, such as provisions of the Sarbanes-Oxley Act. Efforts to comply with such regulations will involve significant expenditures, and non-compliance with such regulations may adversely affect us.
As a public company, we are subject to the Sarbanes-Oxley Act, and the related rules and regulations promulgated by the SEC. Our management is required to report on our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, subject to a transition period.Act. We are required to review on an annual basis our internal control over financial reporting, and on a quarterly and annual basis to evaluate and disclose changes in our internal control over financial reporting. As a relatively new company, developing and maintainingMaintaining an effective system of internal controls may require significant expenditures, which may negatively impact our financial performance and our ability to make distributions. This process also will result in a diversion of our management’s time and attention. We cannot be certain of when our evaluation, testing and remediation actions will be completed or the impact of the same on our operations. In addition, we may be unable to ensure that the process is effective or that our internal controls over financial reporting are or will be effective in a timely manner. In the event that we are unable to develop or maintain an effective system of internal controls and maintain or achieve compliance with the Sarbanes-Oxley Act and related rules, we may be adversely affected.
In recent years, there has been increased regulatory enforcement activity and rulemaking impacting the financial services industry. UnderIt theis priorpossible U.S. presidential administration, including atthat the SEC and certain other regulatory bodies,bodies could pursue policy changes that could have imposedimpose additional costs on us and our investments, requiredrequire significant attention of senior management or resultedresult in limitations on the manner in which we or the companies in which we invest conduct business. WeWhile this risk may increase or decrease with changing U.S. presidential administrations and different expressed policy priorities, we cannot predict at this time whether and the extent to which the current U.S. presidential administration and newly-appointed senior officials at the SEC and other federal agencies will pursue theseany specific policy priorities or other policy changes. In addition, uncertainty regarding legislation and regulations affecting the financial services industry or taxation could also adversely impact our business or the business of our portfolio companies.
In recent years, the U.S. government has indicated its intent to alter its approach to international trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries, and has made proposals and taken actions related thereto.thereto, and has proposed and/or taken actions to increase tariffs or other duties on goods or products being imported into the U.S. For example, the U.S. government has imposed, and may in the future further increase, tariffs on certain foreign goods, including from China, such as steel and aluminum. Some foreign governments, including China, have instituted retaliatory tariffs on certain U.S. goods. Most recently,Recently, the current U.S. presidential administration has imposedproposed and/or sought to imposeimposed significant increases to tariffs on goods imported into the U.S., including from China, Canada and Mexico. TariffsWe oncannot importedpredict goodshow or what tariffs will be imposed or what retaliatory measures other countries, including China, may take in response to tariffs proposed or imposed by the U.S. Such uncertainty and/or tariffs or counter-measures could further increase costs, decrease margins, reduce the competitiveness of products and services offered by current and future portfolio companies and adversely affect the revenues and profitability of portfolio companies whose businesses rely on goods imported from such impacted jurisdictions.goods.
There is uncertainty as to further actions that may be taken under the current U.S. presidential administration with respect to U.S. trade policy. Further governmental actions related to the imposition of tariffs or other trade barriers, or changes to international trade agreements or policies, could further increase costs, decrease margins, reduce the competitiveness of products and services offered by current and future portfolio companies and adversely affect the revenues and profitability of companies whose businesses rely on goods imported from outside of the United States. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the U.S. Any of these factors could depress economic activity and restrict our portfolio companies’ access to suppliers or customers and have a material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact us.
The financial services industry continues to be the subject of heightened regulatory scrutiny in the United States. There has been active debate over the appropriate extent of regulation and oversight of investment funds and their managers. We may be adversely affected as a result of new or revised regulations imposed by the SEC or other U.S. governmental regulatory authorities or self-regulatory organizations that supervise the financial markets. We also may be adversely affected by changes in the interpretation or enforcement of existing laws and regulations by these governmental authorities and self-regulatory organizations. Further, new regulations or interpretations of existing laws may result in enhanced disclosure obligationsobligations, including with respect to sustainability matters, which could negatively affect us and materially increase our regulatory burden. Increased regulations generally increase our costs, and we could continue to experience higher costs if new laws require us to spend more time or buy new technology to comply effectively.
Conversely, potential deregulation of the banking industry in the United States, including a rollback of existing regulatory requirements, could adversely affect the private credit industry and, consequently, our investment strategy, portfolio performance and overall returns. The U.S. private credit market has grown significantly in part due to legislation that took effect following the 2008-2009 financial crisis that imposed onerous capital and lending requirements on banks, limiting their ability to extend credit to borrowers. If such requirements are reduced or removed, competition for lending opportunities would likely increase, and our ability to deploy capital effectively could be negatively impacted.
We, the Manager, the Intermediary ManagerDistributor and their respective affiliates are subject to regulatory oversight, which could negatively impact our operations, cash flow or financial condition, impose additional costs on us or otherwise adversely affect our business.
Our business and the businesses of the Manager, the Intermediary ManagerDistributor and their respective affiliates are subject to extensive regulation, including periodic examinations, inquiries and investigations, which may result in enforcement and other proceedings, by governmental agencies and self-regulatory organizations in the jurisdictions in which we and they operate around the world, including the SEC and various other U.S. federal, state and local agencies. These authorities have regulatory powers dealing with many aspects of financial services, including the authority to grant, and in specific circumstances to cancel, permissions to carry on particular activities.
We, the Manager, the Intermediary ManagerDistributor and their respective affiliates have received, and may in the future receive, requests for information, inquiries and informal or formal investigations or subpoenas from such regulators from time to time in connection with such inquiries and proceedings and otherwise in the ordinary course of business. These requests could relate to a broad range of matters, including specific practices of our business, the Manager, the Intermediary Manager,Distributor, our investments or other investments the Manager or its affiliates make on behalf of their clients, potential conflicts of interest between us and the Manager, Intermediary ManagerDistributor or their affiliates, or industry wide practices. Actions by and/or initiatives of the SEC and/or other regulators can have an adverse effect on our financial results, including as a result of the imposition of a sanction, a limitation on our, Prudential's or our personnel's activities, or changing our historic practices. Any adverse publicity relating to an investigation, proceeding or imposition of these sanctions could harm our or Prudential's reputation and have an adverse effect on our future fundraising or operations. The costs of responding to legal or regulatory information requests, any increased reporting, registration and compliance requirements will be borne by us in the form of legal or other expenses, litigation, regulatory proceedings or penalties, may divert the attention of our management, may cause negative publicity that adversely affects investor sentiment, and may place us at a competitive disadvantage, including to the extent that we, the Manager, the Intermediary ManagerDistributor or any of their respective affiliates are required to disclose sensitive business information or alter business practices.
1) the last day of the fiscal year (i) following the fifth anniversary of the completion of our initial public offering, (ii) in which we have total annual gross revenue of at least $1.235 billion, or (iii) in which we are deemed to be a large accelerated filer, which means the market value of our shares that is held by non-affiliates exceeds $700 million as of the date of our most recently completed second fiscal quarter, and 2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three- year period.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We will take advantage of the extended transition period for complying with new or revised accounting standards, which may make it more difficult for investors and securities analysts to evaluate us since our consolidated financial statements may not be comparable to companies that comply with public company effective dates and may result in less investor confidence.
Our investments may be risky and, subject to Company’s intent to invest at least 80% of its total assets (net assets plus borrowings for investment purposes) in private credit investments. The Company considers private credit investmentinvestments to include loans, bonds and other credit instruments that are issued in private offerings or issued by private companies. There is no limit on the amount of any such investments in which we may invest. In addition, investment analyses and decisions by the Company and the SubadviserSubadvisers will often be undertaken on an expedited basis in order for the Company to take advantage of investment opportunities. In such cases, the information available to the Company and the SubadviserSubadvisers at the time of an investment decision may be limited, and the Company and the SubadviserSubadvisers may not have access to the detailed information necessary for a full evaluation of the investment opportunity. In addition, the financial information available to the Company and the SubadviserSubadvisers may not be accurate or provided based upon accepted accounting methods. The Company and the SubadviserSubadvisers will rely upon independent consultants or advisors in connection with the evaluation of proposed investments. There can be no assurance that these consultants or advisors will accurately evaluate such investments.
Risk Associated with Unspecified Transactions; No Assurance of Investment Return. Investors will be relying on the ability of the SubadviserSubadvisers to source, negotiate and consummate Company originated loans (each, a “loan” and, together with other portfolio investments, the “portfolio investments”) using the investments of shareholders, and there is no assurance that the SubadviserSubadvisers will find a sufficient number of attractive opportunities to meet the Company’s investment objective or that the Company will be able to make and realize its investment objective. The realizable value of a highly illiquid investment, at any given time, may be less than its intrinsic value. In addition, certain types of investments held by the Company may require a substantial length of time to liquidate. Furthermore, to the extent the investment strategy of the Company relies upon a certain set of market and economic conditions and such conditions do not materialize for an extended period of time, the Company may not be able to invest a significant portion of the proceeds. There can be no assurance that the Company will be able to generate returns for its investors or that the returns will be commensurate with the risks of investing in the type of portfolio investments and transactions described herein.
Any information included in any of the Company’s marketing materials regarding targeted returns for the Company is provided as an indicator as to how the Company will be managed and is not intended to be viewed as an indicator of likely performance returns to investors in the Company. Any targeted return information is based upon projections, estimates and assumptions that a potential investment will yield a return equal to or greater than the target. Accordingly, there can be no assurance that the Company’s projections, estimates or assumptions will be realized or that the SubadviserSubadvisers will be successful in finding investment opportunities that meet these anticipated return parameters.
Although certain loans in which the Company may invest will be secured by collateral, there can be no assurance that such collateral could be readily liquidated or that the liquidation of such collateral would satisfy the borrower’s obligation in the event of non-payment of scheduled interest or principal. In the event of the bankruptcy or insolvency of a borrower, the Company could experience delays or limitations with respect to its ability to realize the benefits of the collateral securing a loan. In the event of a decline in the value of the already pledged collateral, if the terms of a loan do not require the borrower to pledge additional collateral, the Company will be exposed to the risk that the value of the collateral will not at all times equal or exceed the amount of the borrower’s obligations under the loans. To the extent that a loan is collateralized by stock in the borrower or its subsidiaries, such stock may lose some or all of its value in the event of the bankruptcy or insolvency of the borrower. Those loans that are under-collateralizedunder- collateralized involve a greater risk of loss.
For some loans, a financial institution or other entity is designated as the administrative agent and/or collateral agent. There is a risk that a loan agent may become bankrupt or insolvent. Such an event would delay, and possibly impair, any enforcement actions undertaken by holders of the associated indebtedness, including attempts to realize upon the collateral securing the associated indebtedness and/or direct the agent to take actions against the related obligor or the collateral securing the associated indebtedness and actions to realize on proceeds of payments made by obligors that are in the possession or control of any other financial institution. In addition, we may be unable to remove the agent in circumstances in which removal would be in our best interests. Moreover, agented loans typically allow for the agent to resign with certain advance notice.
If legislation or federal or state regulations require financial institutions to increase their capital requirements this may cause financial institutions to dispose of loans that are considered highly levered transactions. Such sales could result in prices that, in the opinion of the Subadviser,Subadvisers, do not represent fair value. If the Company attempts to sell a loan at a time when a financial institution is engaging in such a sale, the price the Company could get for the loan may be adversely affected.
The Company typicallyalso originatesmay originate loans (i.e., are the original lender) or acquiresacquire loans by participating in the initial issuance of the loan as the only lender orLoan as part of a club.club or syndicate of banks and financial institutions, or receive its interest in a loan directly from the borrower.
The Company also may originate loans or acquire loans by participating in the initial issuance of the Loan as part of a club or syndicate of banks and financial institutions, or receive its interest in a loan directly from the borrower.
Broadly Syndicated Loans Risk. The Company may invest in senior secured loans that include broadly syndicated loans where we do not act as lead arranger, joint lead arranger or co-manager. In addition, the broadly syndicated loans in which we will invest may not be protected by financial covenants or limitations upon additional indebtedness, may have limited liquidity and may not be rated by a credit rating agency. Under the documentation for such loans, a financial institution or other entity typically is designated as the administrative agent and/or collateral agent. This agent is granted a lien on any collateral on behalf of the other lenders and distributes payments on the indebtedness as they are received. The agent is the party responsible for administering and enforcing the loan and generally may take actions only in accordance with the instructions of a majority or two-thirds in commitments and/or principal amount of the associated indebtedness. Accordingly, we may be precluded from directing such actions unless we or oura Subadviser is the designated administrative agent or collateral agent or we act together with other holders of the indebtedness. If we are unable to direct such actions, we cannot assure you that the actions taken will be in our best interests.
the possible invalidation of a debt or lien as a “fraudulent conveyance”;
the recovery as a “preference” of liens perfected or payments made on account of a debt in the 90 days before a bankruptcy filing;
equitable subordination claims by other creditors;
“lender liability” claims by the portfolio company of the obligations; and environmental and/or other liabilities that may arise with respect to collateral securing the obligations.
Loan Origination. The SubadviserPrivate Credit Subadvisers will originate loans on behalf of the Company. The level of analytical sophistication, both financial and legal, necessary for successful financing to companies, particularly companies experiencing significant business and financial difficulties, is high. There can be no assurance that the SubadviserPrivate Credit Subadvisers and the Company will correctly evaluate the value of the assets collateralizing these loans or the prospects for successful repayment or a successful reorganization or similar action.
In accordance with applicable law, the Company’s ability to acquire loans could be dependent on the existence and performance of PPC’sthe Private Credit Subadvisers’ origination platform, which includes other funds’ managed by PPCthe Private Credit Subadvisers and enables PPCthe Private Credit Subadvisers to commit in size to multiple deals. Therefore, a decrease in PPC’sthe Private Credit Subadvisers’ origination platform or its inability to acquire investments suitable for the Company could reduce or possibly eliminate the ability of the Company to participate in certain loans within the Company’s investment objective and would have a material adverse effect on the Company’s performance. Other PPCfunds fundsof the Private Credit Subadvisers could be subject to certain restrictions on the types of investments they can make, and such restrictions may in effect limit the types of investments the Company could make to the extent that the Company is dependent on PPC’sthe Private Credit Subadvisers’ origination platform.
Loan origination involves a number of particular risks that may not exist in the case of secondary debt purchases. PPCThe Private Credit Subadvisers may have to rely more on itstheir own resources to conduct due diligence of the borrower, and such borrower may in some circumstances present a higher credit risk and/or could not obtain debt financing in the syndicated markets. Loan origination may also involve additional regulatory risks given licensing requirements for certain types of lending in some jurisdictions, and the scope of these regulatory requirements (and certain permitted exemptions) may vary from jurisdiction to jurisdiction and may change from time to time. In addition, in originating loans, the Company will compete with a broad spectrum of lenders, some of which may have greater financial resources than the Company, and some of which may be willing to lend money on better terms (from a borrower’s standpoint) than the Company. Increased competition for, or a diminution in the available supply of, qualifying loans may result in lower yields on such loans, which could reduce returns to the Company. The level of analytical sophistication, both financial and legal, necessary for successful financing to companies, particularly companies experiencing significant business and financial difficulties is unusually high. There is no assurance that the SubadviserPrivate Credit Subadvisers will correctly evaluate the value of the assets collateralizing these loans or the prospects for successful repayment or a successful reorganization or similar action.
Secondary Debt. We may be subject to risks arising from purchases of secondary debt. We may invest in secondary loans and secondary debt securities. We are unlikely to be able to negotiate the terms of secondary debt as part of its acquisition and, as a result, these investments likely will not include some of the covenants and protections we may generally seek. Even if such covenants and protections are included in the investments, the terms of the investments may provide portfolio companies substantial flexibility in determining compliance with such covenants. In addition, the terms on which secondary debt is traded may represent a combination of the general state of the market for such investments and either favorable or unfavorable assessments of particular investments by the sellers thereof.
Counterparty Risk. The risk that the counterparty in a derivative transaction will be unable to honor its financial obligation to the Company. If the Company’s counterparty to a derivative transaction experiences a loss of capital, or is perceived to lack adequate capital or access to capital, it may experience margin calls or other regulatory requirements to increase equity. Under such circumstances, the risk that a counterparty will be unable to honor its financial obligations may be substantially increased. The Company generally expects to engage in over-the-counter (“OTC”) derivatives transactions, but may engage in cleared derivatives as well. The counterparty risk for cleared derivatives is generally lower than for uncleared OTC derivative transactions since generally a clearing organization becomes substituted for each counterparty to a cleared derivative contract and, in effect, guarantees the parties’ performance under the contract as each party to a trade looks only to the clearing house for performance of financial obligations. However, there can be no assurance that the clearing house, or its members, will satisfy its obligations to the Company.
Currency Risk. The risk that changes in the exchange rate between two currencies will adversely affect the value (in U.S. dollar terms) of an investment.
Leverage Risk. The risk associated with certain types of derivative strategies that relatively small market movements may result in large changes in the value of an investment. Certain investments or trading strategies that involve leverage can result in losses that greatly exceed the amount originally invested.
Liquidity Risk. The risk that certain derivative positions may be difficult or impossible to close out at the time that the Company would like or at the price that the Company believes the position is currently worth. This risk is heightened to the extent the Company engages in over-the-counter derivative transactions, which are generally less liquid than exchange-traded instruments.
Correlation Risk. The risk that changes in the value of a derivative will not match the changes in the value of the portfolio holdings that are being hedged or of the particular market or security to which the Company seeks exposure. Furthermore, the ability to successfully use derivative instruments depend in part on the ability of the Manager and Subadvisers to predict pertinent market movements, which cannot be assured.
Index Risk. If the derivative is linked to the performance of an index, it will be subject to the risks associated with changes in that index. If the index changes, the Company could receive lower interest payments or experience a reduction in the value of the derivative to below what the Company paid. Certain indexed derivatives may create leverage, to the extent that they increase or decrease in value at a rate that is a multiple of the changes in the applicable index.
Market Risk. Changes in the value of one or more markets or changes with respect to the value of the underlying asset will adversely affect the value of a derivative. In the event of an adverse movement, the Company may be required to pay substantial additional margin to maintain its position or the Company’s returns may be adversely affected.
Operational Risk. Derivatives transactions involve risks of potential operational issues, including documentation issues, settlement issues, systems failures, inadequate controls and human error.
Legal Risk. Derivatives transactions involve risks related to insufficient documentation, insufficient capacity or authority of counterparty, or legality or enforceability of a contract.
Regulatory Risk. Derivative contracts, including, without limitation, swaps, currency forwards, and non-deliverable forwards, are subject to regulation under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) in the U.S. and under comparable regimes in Europe, Asia and other non-U.S. jurisdictions. Swaps, non-deliverable forwards and certain other derivatives traded in the OTC market are subject to variation margin requirements, and initial margining requirements will be phased in through September 1, 2022. Implementation of the margining and other provisions of the Dodd-Frank Act regarding clearing, mandatory trading, reporting and documentation of swaps and other derivatives have impacted and may continue to impact the costs of trading these instruments and, as a result, may affect returns to investors in the Company.
In addition, the Commodity Futures Trading Commission (the “CFTC”) subjects advisers to registered investment companies to regulation by the CFTC if a fund that is advised by the investment adviser either (i) invests, directly or indirectly, more than a prescribed level of its liquidation value in certain derivatives, or (ii) markets itself as providing investment exposure to such instruments. CFTC Rule 4.5 permits investment advisers to registered investment companies to claim an exclusion from the definition of “commodity pool operator” under the Commodity Exchange Act (“CEA”) with respect to a fund, provided certain requirements are met. In order to permit the Manager and SubadviserSubadvisers to claim this exclusion with respect to the Company, the Company will limit its use of such derivatives (excluding transactions entered into for “bona fide hedging purposes,” as defined under CFTC regulations) such that either: (i) the aggregate initial margin and premiums required to establish its derivatives do not exceed 5% of the liquidation value of the Company’s portfolio, after taking into account unrealized profits and losses on such positions, or (ii) the aggregate net notional value of its derivatives does not exceed 100% of the liquidation value of the Company’s portfolio, after taking into account unrealized profits and losses on such positions. Additionally, the Company will not market itself as a “commodity pool” or a vehicle for trading such instruments. Accordingly, the Company is not subject to regulation under the CEA or otherwise regulated by the CFTC, and the Manager has claimed an exclusion from the definition of the term “commodity pool operator” under the CEA pursuant to Rule 4.5 under the CEA. The Manager is not, therefore, subject to registration or regulation as a “commodity pool operator” under the CEA in respect of the Company.
Distressed Investments; Restructurings. The Company may make investments in companies that subsequently become distressed (e.g., defaulted, out- of-favor or distressed bank loans and debt securities). Certain of the Company’s investments may, therefore, include specific investments in companies that become highly leveraged with significant burdens on cash flow, and, therefore, involve a high degree of financial risk. Portfolio companies may be facing liquidity challenges due to debt maturities, covenant violations, cyclical challenges or imminent bankruptcy, or they need financing in order to exit bankruptcy. The Company’s investments may be considered speculative and subject to a high degree of risk, and the ability of the relevant portfolio companies to pay their debts on schedule could be adversely affected by interest rate movements, changes in the general economic climate or the economic factors affecting a particular industry, or specific developments within such companies. Investments in companies operating in workout or bankruptcy modes also present additional legal risks, including fraudulent conveyance, voidable preference and equitable subordination risks. The level of analytical sophistication, both financial and legal, necessary for successful investment in companies experiencing significant business and financial difficulties is unusually high. There is no assurance that the SubadviserSubadvisers will correctly evaluate the value of the assets collateralizing the Company’s loans or the prospects for a successful reorganization or similar action.
The market for distressed securities is expected to be less liquid than the market for securities of companies that are not distressed. A substantial length of time may be required to liquidate investments in securities that become distressed. Furthermore, at times, a major portion of an issue of distressed securities may be held by relatively few investors, and the market may be limited to a narrow range of potential counterparties, such as other financial institutions. Under adverse market or economic conditions or in the event of adverse changes in the financial condition of the portfolio companies, the Company may find it more difficult to sell such securities when the SubadviserSubadvisers believesbelieve it advisable to do so or may only be able to sell such securities at a loss. The Company may also find it more difficult to determine the fair market value of distressed securities for the purpose of computing the Company’s net asset value. In some cases, the Company may be prohibited by contract from selling investments for a period of time.
A portfolio company that becomes distressed or any distressed asset received by the Company in a restructuring would require active monitoring. Involvement by the SubadviserSubadvisers in a company’s reorganization proceedings could result in the imposition of restrictions limiting the Company’s ability to liquidate its position therein. Bankruptcy proceedings involve a number of significant risks. Many of the events within a bankruptcy litigation are adversarial and often beyond the control of the creditors. While creditors generally are afforded an opportunity to object to significant actions, there can be no assurance that a bankruptcy court would not approve actions which may be contrary to the interests of the Company, particularly in those jurisdictions which give a comparatively high priority to preserving the debtor company as a going concern, or to protecting the interests of either creditors with higher ranking claims in bankruptcy or of other stakeholders, such as employees.
One of the protections offered in certain jurisdictions in bankruptcy proceedings is a stay on required payments by the borrower on loans or other securities. When a portfolio company or other issuer seeks relief under the bankruptcy laws of a particular jurisdiction (or has a petition filed against it), an automatic stay prevents all entities, including creditors, from foreclosing or taking other actions to enforce claims, perfect liens or reach collateral securing such claims. Creditors who have claims against the issuer prior to the date of the bankruptcy filing must generally petition the court to permit them to take any action to protect or enforce their claims or their rights in any collateral. Such creditors may be prohibited from doing so if the court concludes that the value of the property in which the creditor has an interest will be “adequately protected” during the proceedings. If the bankruptcy court’s assessment of adequate protection is inaccurate, a creditor’s collateral may be wasted without the creditor being afforded the opportunity to preserve it. Thus, even if the Company holds a secured claim, it may be prevented from collecting the liquidation value of the collateral securing its debt, unless relief from the automatic stay is granted by the court. If relief from the stay is not granted, the Company may not realize a distribution on account of its secured claim until a plan of reorganization or liquidation for the debtor is confirmed. Bankruptcy proceedings are inherently litigious, time consuming, highly complex and driven extensively by facts and circumstances, which can result in challenges in predicting outcomes. The equitable power of bankruptcy judges also can result in uncertainty as to the ultimate resolution of claims. A stay on payments to be made on the assets of the Company could adversely affect the value of those assets and the Company itself. Other protections in such proceedings may include forgiveness of debt, the ability to create super-priority liens in favor of certain creditors of the debtor and certain well-definedwell- defined claims procedures. Additionally, the numerous risks inherent in the insolvency process create a potential risk of loss by the Company of its entire investment in any particular issuer. Insolvency laws may, in certain jurisdictions, result in a restructuring of the debt without the Company’s consent under the “cramdown” provisions of applicable insolvency laws and may also result in a discharge of all or part of the debt without payment to the Company.
Below investment grade securities may be issued by less creditworthy issuers. Issuers of below investment grade securities may have a larger amount of outstanding debt relative to their assets than issuers of investment grade securities. In the event of an issuer’s bankruptcy, claims of other creditors may have priority over the claims of holders of below investment grade securities, leaving few or no assets available to repay holders of below investment grade securities.
Prices of below investment grade securities are subject to extreme price fluctuations. Adverse changes in an issuer’s industry and general economic conditions may have a greater impact on the prices of below investment grade securities than on other higher-rated fixed-income securities.
Issuers of below investment grade securities may be unable to meet their interest or principal payment obligations because of an economic downturn, specific issuer developments or the unavailability of additional financing.
Below investment grade securities frequently have redemption features that permit an issuer to repurchase the security from us before it matures. If the issuer redeems below investment grade securities, the Company may have to invest the proceeds in securities with lower yields and may lose income.
Below investment grade securities may be less liquid than higher-rated fixed-income securities, or may not have an active trading market, even under normal economic conditions. There are fewer dealers in the below investment grade securities market, and there may be significant differences in the prices quoted by the dealers. Judgment may play a greater role in valuing these securities and the Company may be unable to sell these securities at an advantageous time or price.
The Company may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting issuer.
“Covenant-lite” Obligations. The Company may invest in, or obtain exposure to, obligations that may be “covenant- lite,” which means such obligations lack certain financial maintenance covenants. While these loans may still contain other collateral protections, a covenant-lite loan may carry more risk than a covenant-heavy loan made by the same borrower, as it does not require the borrower to provide affirmation that certain specific financial tests have been satisfied on a routine basis as is required under a covenant-heavy loan agreement. Should a loan held by the Company begin to deteriorate in quality, the Company’s ability to negotiate with the borrower may be delayed under a covenant-lite loan compared to a loan with full maintenance covenants. This may in turn delay the Company’s ability to seek to recover its investment.
Management's Discussion & Analysis (MD&A)
New heading “For additional information see “Part II, Item 8. Consolidated Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements—Note 3. Fees, Expenses, Agreements and Related Party Transactions.””
Largest changes
“For additional information see “Part II, Item 8. Consolidated Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements—Note 3. Fees, Expenses, Agreements and Related Party Transactions.””see in full comparison
“Computed as (a) effective interest rates as of each respective date plus the annual accretion of discounts or less the annual amortization of premiums, as applicable, on accruing debt included in such securities, divided by (b) total debt investments (at fair value or cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.”see in full comparison
“The Company issued the Class S and Class D common shares and Promissory Notes in private placement transactions pursuant to certain exemptions of the Securities Act and the laws of the states and jurisdictions where any offering was made to investors who are “accredited investors” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.”see in full comparison
“The offer and sale of the Class S and Class D common shares was made pursuant to purchase agreements entered into by the Company and each of approximately 110 separate investors and were included with promissory notes each with a principal amount of $1,000 (each a “Promissory Note” and collectively the “Promissory Notes”). The purchase price for each Promissory Note was $1,000 per Promissory Note, including the purchase price of one Class S or Class D common share. …”see in full comparison
“The Promissory Notes were offered through H&L Equities, LLC (“H&L”), a registered broker dealer and an affiliate of REIT Funding, LLC (“REIT Funding”). With respect to the Promissory Notes, the Company will pay fees to, and cover certain expenses of, REIT Funding. From the fees paid, REIT Funding will be responsible for paying any brokerage or placement fees to H&L. The Company will also pay fees to, and cover certain expenses of, REIT Administration, LLC (“REIT Administration”), an affiliate of REIT Funding, for its administrative services related to the Promissory Notes. …”see in full comparison
“Total expenses before expense reimbursement and incentive and management fee waivers for the year ended December 31, 2024 were $9.4 million, consisting primarily of professional fees, income based incentive fees, capital gains incentive fees, blue sky fees, management fees, custodian and accounting fees, trustees’ fees, transfer agent’s fees and expenses, interest expense, pricing fees, shareholder’s reports, and other general and administrative fees. …”see in full comparison
Full comparison: every changed paragraph (73)
The information contained in this section should be read in conjunction with “Part II, Item 8. Consolidated Financial Statements.Statements and Supplementary Data.” This discussion contains forward-looking statements, which relate to future events, ourthe Company's future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to those described in Part I, Item 1A of this Annual Report on Form 10-K, “Risk Factors.”
The Company is a recently organized,an externally managed, non-diversified closed-end management investment company with limited operating history that has elected to be regulated as a BDC under the 1940 Act effective May 5, 2023. Formed as a Delaware statutory trust on March 21, 2022, we are externally managed by the Manager. The Manager has delegated to the SubadviserSubadvisers responsibility for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring the Company’s portfolio on an ongoing basis. The Company also elected to be treated, and intends to qualify each taxable year, as a RIC under Subchapter M of the Code.
The Company’s investment objective is to seek to generate current income and, to a lesser extent, long-term capital appreciation. The Company seeks to meet its investment objective by investing primarily in privately placed floating rate leveraged (below investment grade) debt, including, but not limited to, senior secured, first lien, debt issuances in middle market companies primarily in the United States, as well as up to 30% of its total assets in investments in other countries (primarily Canada, Europe, Australia and Latin America) by utilizing the experience and expertise that PPC has in managing a portfolio of direct lending investments, since 2000.. Emphasis will be placed on companies with value-added businesses in narrowly defined and defensive market sectors, and with the exception of collateral-backed transactions, companies capable of healthy free cash flow generation. PPC also looks for strong management teams with demonstrated track records and significant personal economic stakes in their companies’ success.
Utilizing this strategy, the Company intends to structure its investments seeking meaningful contractual debt repayment and risk reduction features, typically first- priority senior secured ranking in the capital structure, and maintenance covenant(s) and terms protections. The Company will have a limited basket for second lien loans focused on transactions with true collateral coverage, expected to be no more than 20% of total invested capital in senior secured second and third lien loans, and unsecured loans. To manage its liquidity needs, from time to time the Company also intends to invest a portion of its assets in liquid assets, including cash and cash equivalents, liquid fixed-income securities and other credit instruments.instruments, including broadly syndicated loans.
PGIM Fixed Income will provide investment management services to the portion of the Company’s investments allocated to broadly syndicated loans.
Investments
Except as specifically provided below, all investment professionals and staff of the Manager and the Subadviser,Subadvisers, when and to the extent engaged in providing investment advisory services and subadvisory services to the Company and the base compensation, bonus and benefits, of such personnel allocable to such services, will be provided and paid for by the Manager or Subadviser,Subadvisers, as applicable.
The Company has entered into an expense limitation and reimbursement agreement with the Manager (the “Expense Limitation and Reimbursement Agreement”). For additional information see “Part II, Item 8. Financial Statements — Notes to Financial Statements—Note 3. Management Agreement and Transactions with Affiliates.”
For additional information see “Part II, Item 8. Consolidated Financial Statements and Supplementary Data — Notes to Consolidated Financial Statements—Note 3. Fees, Expenses, Agreements and Related Party Transactions.”
For the year ended December 31, 2025, we acquired $201.8 million aggregate principal amount of investments (including $17.7 million of unfunded commitments), all of which was first lien debt.
For the year ended December 31, 2023, we acquired $106.4 million aggregate principal amount of investments (including $13.5 million of unfunded commitments), all of which was first lien debt.
The weighted average yields of the Company’s investments as of December 31, 20242025 and December 31, 20232024 were as follows:
Computed as (a) effective interest rates as of each respective date plus the annual accretion of discounts or less the annual amortization of premiums, as applicable, on accruing debt included in such securities, divided by (b) total debt investments (at fair value or cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.
Measured on a fair value basis and excludes investments on non-accrual status, if any.
The Company’s investments as of December 31, 20242025 and December 31, 20232024 consisted of the following (dollar amounts in thousands):
Operating results for the years ended December 31, 2025, 2024 and 2023 and for the period from December 13, 2022 (commencement of operations) through December 31, 2022 were as follows (dollar amounts in thousands):
(**) For the years ended December 31, 2025, 2024, and 2023, $58, $25 and $2, respectively, of affiliated expenses were included.
(*)Less than $500
For the year ended December 31, 2024,2025, investment income was $18.2$28.8 million, all of which was attributable to interest and fees on our debt investments, dividend incomeincome, PIK and fee income. The increase in investment income from December 31, 20232024 was primarily due to an increase of $127.3$201.8 million aggregate principal amount of new investments acquired during the year.
For the year ended December 31, 2024, investment income was $18.2 million, all of which was attributable to interest and fees on our debt investments, dividend income, PIK and fee income. The increase in investment income from December 31, 2023 was primarily due to an increase of $127.3 million aggregate principal amount of new investments acquired during the year.
For the period from December 13, 2022 (commencement of operations) through December 31, 2022, investment income was $45 thousand, all of which was attributable to interest and fees on our debt investments.
Total expenses before expense reimbursement and incentive and management fee waivers for the year ended December 31, 20242025 were $9.4$15.5 million, consisting primarily of interest expense, professional fees, management fees, income based incentive fees, capital gains incentive fees, blue sky fees management fees, custodian and accounting fees, trustees’ fees, transfer agent’s fees and expenses, interest expense, pricing fees, shareholder’sshareholders' reports, and other general and administrative fees. The increase in total expenses from the year ended December 31, 2023,2024 was primarily related to an increase in interest expenses, professional fees, management fees and income based incentive fees due to an increased cost of servicing a larger investment portfolio.
Total expenses before expense reimbursement and incentive and management fee waivers for the year ended December 31, 2024 were $9.4 million, consisting primarily of professional fees, income based incentive fees, capital gains incentive fees, blue sky fees, management fees, custodian and accounting fees, trustees’ fees, transfer agent’s fees and expenses, interest expense, pricing fees, shareholder’s reports, and other general and administrative fees. The increase in total expenses from the year ended December 31, 2023, was primarily related to an increase in interest expenses, professional fees, management and incentive fees due to an increased cost of servicing a larger investment portfolio.
Total expenses before expense reimbursement for the period from December 13, 2022 (commencement of operations) through December 31, 2022 were $92 thousand, consisting primarily of custodian and accounting fees, audit fees, and other general and administrative fees.
For the years ended December 31, 2025, 2024 and 2023, the Company accrued income based incentive fees of $1.8 million, $1.2 million and $608 thousand, respectively, all of which were subject to waiver by the Manager. For the period from December 13, 2022 (commencement of operations) through December 31, 2022, the Company did not accrue any incentive fees.
For the yearyears ended December 31, 2025 and 2024, the Company accrued capital gains incentive fees of $122 thousand and $104 thousand, respectively, all of which were subject to waiver by the Manager. For the year ended December 31, 2023 and for the period from December 13, 2022 (commencement of operations) through December 31, 2022,2023, there were no capital gains incentive fees recorded by the Company. As of December 31, 2024,2025, there were no capital gains incentive fees payable by the Company.
For the years ended December 31, 2025, 2024 and 2023, the Company accrued management fees of $2.1 million, $1.4 million and $485 thousand, respectively, all of which were subject to waiver by the Manager. For the period from December 13, 2022 (commencement of operations) through December 31, 2022, the Company did not accrue any management fees. As of December 31, 2024,2025, there were no management fees payable by the Company.
The Company has elected to be treated, and intends to qualify each taxable year, as a RIC under Subchapter M of the Code. To qualify for and maintain qualification as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company must distribute to its shareholders, for each taxable year, at least 90% of the sum of (i) its “investment company taxable income” for that year (without regard to the deduction for dividends paid), which is generally net its ordinary income plus the excess, if any, of its realized net short-term capital gains over its realized net long- term capital losses and (ii) its net tax-exempt income.income (if any). So long as the Company maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its shareholders as dividends. Rather, any tax liability related to income earned and distributed by the Company would represent obligations of the Company’s shareholders and would not be reflected in the consolidated financial statements of the Company.
In addition, based on the excise tax distribution requirements, the Company is subject to a 4% nondeductible federal excise tax on undistributed income unless the Company distributes in a timely mannermanner, infor each taxablecalendar yearyear, an amount at least equal to the sum of (1) 98% of its ordinary income for the calendar year, (2) 98.2% of its capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income or gain realized, but not distributed, in prior years. For this purpose, however, any ordinary income or capital gain net income retained by the Company that is subject to corporate income tax is considered to have been distributed.
For the years ended December 31, 2025, 2024 and 2023, the Company did not incur any excise tax expense.
For the year ended December 31, 2024, the Company reported realized losses from foreign currency transactions of $(11) thousand. For the year ended December 31, 2024, the Company reported realized losses from forward currency contracts of $(141) thousand. For the year ended December 31, 2024, the Company reported realized gains from non-affiliated investments transactions of $14 thousand.
For the year ended December 31, 2023,2025, the Company reported realized lossesgains from foreign currency transactions of $(17)$74 thousand. For the year ended December 31, 2023,2025, the Company reported realized gains from forward foreign currency contracts of $61$10 thousand. For the year ended December 31, 2023,2025, the Company reported realized gainslosses from non-affiliated investments transactions of $2$(979) thousand.
For the year ended December 31, 2024, the Company reported realized losses from foreign currency transactions of $(11) thousand. For the year ended December 31, 2024, the Company reported realized losses from forward foreign currency contracts of $(141) thousand. For the year ended December 31, 2024, the Company reported realized gains from non-affiliated investments transactions of $14 thousand.
For the year ended December 31, 2023, the Company reported realized losses from foreign currency transactions of $(17) thousand. For the year ended December 31, 2023, the Company reported realized gains from forward foreign currency contracts of $61 thousand. For the year ended December 31, 2023, the Company reported realized gains from non-affiliated investments transactions of $2 thousand.
For the year ended December 31, 2025, the Company reported unrealized appreciation from foreign currency of $37 thousand. For the year ended December 31, 2025, the Company reported unrealized depreciation from forward foreign currency contracts of $(2.7) million. For the year ended December 31, 2025, the Company reported unrealized appreciation from investments transactions of $4.5 million, which reflects the net change in the fair value of our investment portfolio relative to its cost basis over the period.
For the period from December 13, 2022 (commencement of operations) through December 31, 2022, the Company did not report realized gains (losses) from foreign currency transactions and forward currency contracts.
The Company did not record a net change in unrealized appreciation (depreciation) for the period from December 13, 2022 (commencement of operations) through December 31, 2022.
In order to finance certain investment transactions, the Company may, from time to time, enter into short-term borrowing arrangements. Such short-term borrowing arrangements include reverse repurchase agreements, whereby the Company sells to a counterparty an investment that it holds and concurrently enters into an agreement to repurchase the same investment at an agreed-upon purchase price at a future date.
The Company is permitted, under specified conditions, to issue multiple classes of indebtedness and one class of shares senior to Common Shares if asset coverage, as defined in the 1940 Act, would at least equal 150% immediately after each such issuance. On November 8, 2022, the Company’s sole shareholder approved the adoption of this 150% threshold pursuant to Section 61(a)(2) of the 1940 Act and such election became effective the following day. In addition, while any senior securities remain outstanding, the Company will be required to make provisions to prohibit any dividend distribution to shareholders or the repurchase of such securities or shares unless the Company meets the applicable asset coverage ratios at the time of the dividend distribution or repurchase. The Company also may be permitted to borrow amounts up to 5% of the value of the total assets for temporary or emergency purposes, which borrowings would not be considered senior securities. As of December 31, 2024 and December 31, 2023, the Company had an aggregate amount of $94.2 million and $0 of debt securities outstanding and the asset coverage ratio was 229.1% and 0%, respectively.
As of December 31, 2025 and December 31, 2024, the Company had an aggregate amount of $173.6 million and $94.2 million of debt securities outstanding and the asset coverage ratio was 217.9% and 229.1%, respectively.
For the year ended December 31, 2025, the Company had $18.8 million in cash and cash equivalents, including foreign currency. During that period, cash used in operating activities was $128.0 million, primarily as a result of purchasing portfolio investments of $196.1 million, partially offset by proceeds from repayment of investments of $50.0 million. Cash provided by financing activities was $141.6 million, primarily as a result of proceeds from issuance of Common Shares and borrowings under the Revolving Credit Facility.
For the period from December 13, 2022 (commencement of operations) through December 31, 2022, we had $3.2 million in cash and cash equivalents. During that period, cash used in operating activities was $8.5 million, primarily as a result of purchasing portfolio investments of $8.5 million. Cash provided by financing activities was $11.7 million, primarily as a result of proceeds from issuance of Common Shares.
Equity
*Less than $500
*Less than $500 (1)Represents a special distribution.
The Company has adopted a distribution reinvestment plan, pursuant to which all cash dividends declared by the Board on behalf of shareholders who do not elect to receive their dividends in cash as provided below will be reinvested intoin additional Common Shares. As a result, if the Board authorizes, and the Company declares, a cash dividend or other distribution, then shareholders who have not opted out of the distribution reinvestment plan will have their cash distributions automatically reinvested in additional Common Shares as described below, rather than receiving the cash dividend or other distribution. Distributions on fractional Common Shares will be credited to each participating shareholder’s account to three decimal places.
The Company provides liquidity through a quarterly repurchase program pursuant to which offers to repurchase, in each quarter, up to 5% of its Common Shares outstanding (either by number of Shares or aggregate NAV) as of the close of the previous calendar quarter. The Board may amend or suspend the share repurchase program at any time if in its reasonable judgment it deems such action to be in the Company’s best interest and the best interest of the Company’s shareholders, such as when a repurchase offer would place an undue burden on the Company’s liquidity, adversely affect the Company’s operations or risk having an adverse impact on the Company that would outweigh the benefit of the repurchase offer. As a result, share repurchases may not be available each quarter. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended and Section 23 (c) of the 1940 Act. All Shares purchased by the Company pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued Shares. Any repurchases of the Manager’s andor affiliateany of the Company's affiliates' shares will be on the same terms and subject to the same limitations as other shareholders.
Under the Company’s share repurchase program, to the extent the Company offers to repurchase Common Shares in any particular quarter, the Company expects to repurchase Shares pursuant to quarterly tender offers on or around the last business day of that quarter using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be subject to the Early Repurchase Deduction. The one-year holding period iswill measuredbe assatisfied if at least one year has elapsed from (a) the issuance date of the applicable Shares to (b) the repurchase subscription closing date immediately following the prospectivevaluation Repurchasedate Date.used in the repurchase of such Shares. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Company for the benefit of remaining shareholders.
The Company commenced the share repurchase program during the first quarter of 2024.2024 During.The following table presents the yearrepurchases of Common Shares pursuant to the Company’s share repurchase plan for the years ended December 31, 2024,2024 noand CommonDecember Shares31, were2025 repurchased(dollar byamounts thein Company.thousands):
(1) Percentage is based on total shares as of the close of the previous calendar quarter.
(2) Amounts shown net of Early Repurchase Deduction.
(3) All repurchase requests were satisfied in full.
During the year ended December 31, 2024, no Common Shares repurchases were completed by the Company.
The initial principal amount of the Revolving Credit Facility iswas $150 million. On January 17, 2025, the Company entered into an agreement to increase the aggregate commitments under the Revolving Credit Facility from $150 million to $175 million. The Revolving Credit Facility has an accordion feature, subject to the satisfaction of various conditions, which could bring total commitments under the Revolving Credit Facility to up to $350 million. All amounts outstanding under the Revolving Credit Facility must be repaid by the date that is five years after the closing date of the Revolving Credit Facility.
As of December 1, 2025, the Company issued and sold 220 of its unregistered Class S and Class D common shares of beneficial interest, $0.001 par value per share, for an aggregate offering price of approximately $5,571, reflecting a purchase price of $25.35 per Class S common share and $25.29 per Class D common share (with the final consideration of Class S and Class D common shares being determined on December 23, 2025).
The offer and sale of the Class S and Class D common shares was made pursuant to purchase agreements entered into by the Company and each of approximately 110 separate investors and were included with promissory notes each with a principal amount of $1,000 (each a “Promissory Note” and collectively the “Promissory Notes”). The purchase price for each Promissory Note was $1,000 per Promissory Note, including the purchase price of one Class S or Class D common share. The Company will pay interest on the unpaid principal amount of the Promissory Notes at a rate of 12.00% per annum per Promissory Note payable semi-annually in arrears. The Promissory Notes have a 30-year term. Some or all of the Promissory Notes may be prepaid by the Company at any time, in whole or in part, provided that (i) the Company will pay on the date of such prepayment all accrued and unpaid interest due on such prepaid principal amount to and including the date of prepayment and (ii) if the prepayment occurs within 24 months after the original issue date of the Promissory Notes, the Company will pay on the date of such prepayment a one-time premium equal to $100 per Promissory Note.
The Company issued the Class S and Class D common shares and Promissory Notes in private placement transactions pursuant to certain exemptions of the Securities Act and the laws of the states and jurisdictions where any offering was made to investors who are “accredited investors” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act.
The Promissory Notes were offered through H&L Equities, LLC (“H&L”), a registered broker dealer and an affiliate of REIT Funding, LLC (“REIT Funding”). With respect to the Promissory Notes, the Company will pay fees to, and cover certain expenses of, REIT Funding. From the fees paid, REIT Funding will be responsible for paying any brokerage or placement fees to H&L. The Company will also pay fees to, and cover certain expenses of, REIT Administration, LLC (“REIT Administration”), an affiliate of REIT Funding, for its administrative services related to the Promissory Notes. The Company’s obligation to pay the fees to REIT Administration will end on the date when the Promissory Notes have been paid in full and all administrative duties have been completed.
In order to finance certain investment transactions, the Company may, from time to time, enter into short-term borrowing arrangements. Such short-term borrowing arrangements include reverse repurchase agreements, whereby the Company sells to a counterparty an investment that it holds and concurrently enters into an agreement to repurchase the same investment at an agreed-upon purchase price at a future date The following table presents outstanding borrowings as of December 31, 2025 and 2024 (dollar amounts in thousands):
The following table presents outstanding borrowings as of December 31, 2024 and 2023 (dollar amounts in thousands):
What changed in the latest 10-Q
Risk Factors
There have been no material changes to the risk factors previously disclosed under Part I, Item 1A. "Risk Factors" in the Annual Report on Form 10-K for the year ended December 31, 2025.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Asset Based Lending Facility”
New heading “Promissory Notes”
Largest changes
“The Asset-Based Lending Facility is secured by substantially all assets in the SPV’s portfolio, including a first‑priority security interest (subject to permitted liens) in loan assets and related accounts and cash and cash equivalents, in each case as described in the Asset-Based Lending Facility. …”see in full comparison
“The SPV Credit Facility is secured by substantially all assets in the SPV’s portfolio, including a first‑priority security interest (subject to permitted liens) in loan assets and related accounts and cash and cash equivalents, in each case as described in the SPV Credit Facility. …”see in full comparison
“The initial facility amount of the Asset-Based Lending Facility is $100 million, with an accordion feature that permits increases, with the consent of the facility agent and the lenders, up to an aggregate commitment of $500 million. The Asset-Based Lending Facility has a revolving period that ends on the date that is three years after the Closing Date (which may be extended with lender consent), and a final maturity on the earliest of (i) the date that is two years after the end of the revolving period and (ii) certain earlier termination events provided in the Asset-Based Lending Facility.”see in full comparison
“The initial facility amount of the SPV Credit Facility is $100 million, with an accordion feature that permits increases, with the consent of the facility agent and the lenders, up to an aggregate commitment of $500 million. The SPV Credit Facility has a revolving period that ends on the date that is three years after the Closing Date (which may be extended with lender consent), and a final maturity on the earliest of (i) the date that is two years after the end of the revolving period and (ii) certain earlier termination events provided in the SPV Credit Facility.”see in full comparison
Full comparison: every changed paragraph (58)
For the three months ended MarchJune 31,30, 2026 and 2025, we acquired $91.60$94.4 million and $31.0$43.7 million, respectively, aggregate principal amount of investments (including $29.81$33.9 million and $5.7$1.0 million, respectively, of unfunded commitments), all of which was first lien debt.
For the six months ended June 30, 2026 and 2025, we acquired $186.0 million and $74.7 million, respectively, aggregate principal amount of investments (including $63.7 million and $6.7 million, respectively, of unfunded commitments), all of which was first lien debt.
The Company’s portfolio and investment activity for the three and six months ended MarchJune 31,30, 2026 and 2025 are presented below (information presented herein is at amortized cost unless otherwise indicated) (dollar amounts in thousands):
The weighted average yields of the Company’s investments as of MarchJune 31,30, 2026 and December 31, 2025 were as follows:
As a percentage of total amortized cost or fair value of investments.
The Company’s investments as of MarchJune 31,30, 2026 and December 31, 2025 consisted of the following (dollar amounts in thousands):
Operating results for the three and six months ended MarchJune 31,30, 2026 and 2025 were as follows (dollar amounts in thousands):
(**) For the three and six months ended MarchJune 31,30, 2026 and 2025,2026, $19 and $10,$38, respectively, of affiliated expenses were included. For the three and six months ended June 30, 2025, $13 and $23, respectively, of affiliated expenses were included.
For the three and six months ended MarchJune 31,30, 2026, investment income was $10.1$10.5 million and $20.6 million, all of which was attributable to interest and fees on our debt investments, dividend income, PIK and fee income. The increase in investment income from the three and six months ended MarchJune 31,30, 2025 was primarily due to an increase of $91.6$94.4 million and $186.0 million, respectively, aggregate principal amount of new investments acquired during the period.
For the three and six months ended MarchJune 31,30, 2025, investment income was $6.3$6.9 million and $13.2 million, respectively, all of which was attributable to interest and fees on our debt investments, dividend income, PIKincome and fee income. The increase in investment income from the three and six months ended MarchJune 31,30, 2024 was primarily due to an increase of $31.0$43.7 million and $74.7 million, respectively, aggregate principal amount of new investments acquired during the period.
Total expenses before expense reimbursement and incentive and management fee waivers for the three and six months ended MarchJune 31,30, 2026 were $4.98$5.20 million and $10.2 million, respectively, consisting primarily of professional fees, income based incentive fees, capital gains incentive fees, management fees, custodian and accounting fees, trustees’ fees, transfer agent’s fees and expenses, interest expense, pricing fees, shareholders' reports, and other general and administrative fees. The increase in total expenses from the three and six months ended MarchJune 31,30, 2025 was primarily related to an increase in interest expenses, professional fees, management fees and income based incentive fees due to an increased cost of servicing a larger investment portfolio.
Total expenses before expense reimbursement and incentive and management fee waivers for the three and six months ended MarchJune 31,30, 2025 were $3.1$3.3 million and $6.4 million, respectively, consisting primarily of professional fees, income based incentive fees, capital gains incentive fees, management fees, custodian and accounting fees, trustees’ fees, transfer agent’s fees and expenses, interest expense, pricing fees, shareholder’s reports, and other general and administrative fees. The increase in total expenses from the three and six months ended MarchJune 31,30, 2024 was primarily related to an increase in interest expenses, professional fees, management fees and income based incentive fees due to an increased cost of servicing a larger investment portfolio.
For the three and six months ended MarchJune 31,30, 2026, the Company accrued income based incentive fees of $743$763 and $1,506 (dollar amount in thousands)., respectively. As of MarchJune 31,30, 2026, $743$766 (dollar amount in thousands) of accrued income based incentive fees waswere payable by the Company.
For the three and six months ended MarchJune 31,30, 2025, the Company accrued income based incentive fees of $448$507 (dollarthousand amountand in$955 thousands),thousand, respectively, all of which were subject to waiver by the Manager. As of June 30, 2025, there were no income based incentive fees payable by the Company.
For the three and six months ended MarchJune 31,30, 2026, the Company accrued capital gains based incentive fees of $35$60 and $95 (dollar amount in thousands)., respectively. As of MarchJune 31,30, 2026, $35$95 (dollar amount in thousands) of accrued capital gains incentive fees waswere payable by the Company.
For the three and six months ended MarchJune 31,30, 2025, the Company accrued capital gains based incentive fees of $(590) and $(95) (dollar amount in thousands), respectively, all of which were subject to waiver by the Manager. As of June 30, 2025, there were no capital gains incentive fees payable by the Company.
For the three monthand periodsix months ended MarchJune 31,30, 2026 the Company accrued management fees of $788$876 and $1,664 (dollar amount in thousands)., respectively. As of MarchJune 31,30, 2026, $61$84 (dollar amounts in thousands) of management fees waswere payable by the Company.
For the three and six months ended MarchJune 31,30, 2025, the Company accrued management fees of $406$491 and $897 (dollar amount in thousands), respectively, all of which waswere subject to waiver by the Manager.
For the three and six months ended MarchJune 31,30, 2026 and 2025, the Company did not incur any excise tax expense.
For the three and six months ended MarchJune 31,30, 2026 and 2025,2026, the Company reported realized gains (losses) from foreign currency transactions of $(250)$121 thousand and $(104129) thousand, respectively, primarily as a result of fluctuations in the foreign currency.
For the three and six months ended MarchJune 31,30, 2026 and 2025,2026, the Company reported realized gains (losses) from forward foreign currency contracts of $(750)$34 thousand and $500$(716) thousand, respectively.
For the three and six months ended MarchJune 31,30, 2026 and 2025,2026, the Company reported realized gains (losses) from non-controlled/non-affiliated investments transactions of $357$26 thousand and $4$383 thousand, respectively.
For the three and six months ended MarchJune 31,30, 2026 and 2025,2026, the Company reporteddid unrealizednot appreciationreport any realized gains (depreciationlosses) from foreigncontrolled/affiliated currencyinvestments of $32 thousand and $65 thousand, respectively.transactions.
For the three and six months ended MarchJune 31,30, 2026 and 2025,, the Company reported unrealized appreciation (depreciation) from forward foreign currency contracts of $2,254$(35) thousand and $(1,2103) thousand, respectively.
For the three and six months ended MarchJune 31,30, 2026 and 2025,2026, the Company reported unrealized appreciation (depreciation) from non-controlled/non-affiliatedforward investmentsforeign transactionscurrency of investments transactionscontracts of $(1,581124) thousand and $710$2,130 thousand, respectively. which reflects the net change in the fair value of our investment portfolio relative to its cost basis over the period.
For the three and six months ended MarchJune 31,30, 2026 and 2025,2026, the Company reported unrealized appreciation (depreciation) from controllednon-controlled/affiliatednon-affiliated investments transactions of investments transactions of $215$(1,771) thousand and $0$(3,352) thousand, respectively.respectively, which reflects the net change in the fair value of our investment portfolio relative to its cost basis over the period.
For the three and six months ended June 30, 2026, the Company reported unrealized appreciation (depreciation) from controlled/affiliated investments transactions of $2,234 thousand and $2,449 thousand, respectively, which reflects the net change in the fair value of our investment portfolio relative to its cost basis over the period.
For the three and six months ended June 30, 2025, the Company reported realized gains from foreign currency transactions of $106 thousand and $2 thousand, respectively, primarily as a result of fluctuations in the foreign currency.
For the three and six months ended June 30, 2025, the Company reported realized gains (losses) from forward foreign currency contracts of $(47) thousand and $453 thousand, respectively.
For the three and six months ended June 30, 2025, the Company reported realized losses from non-controlled/non-affiliated investments transactions of $(1.0) million and $(1.0) million, respectively.
For the three and six months ended June 30, 2025, the Company reported unrealized appreciation (depreciation) from foreign currency of $3 thousand and $68 thousand, respectively.
For the three and six months ended June 30, 2025, the Company reported unrealized appreciation (depreciation) from forward foreign currency contracts of $(1.8) million and $(3.0) million, respectively.
For the three and six months ended June 30, 2025, the Company reported unrealized appreciation (depreciation) from non-controlled/non-affiliated investments transactions of $2.0 million and $2.7 million, respectively, which reflects the net change in the fair value of our investment portfolio relative to its cost basis over the period.
For the three and six months ended June 30, 2025, the Company reported unrealized appreciation (depreciation) from controlled/affiliated investments transactions of $(26) thousand and $(26) thousand, respectively, which reflects the net change in the fair value of our investment portfolio relative to its cost basis over the period.
The Company is permitted, under specified conditions, to issue multiple classes of indebtedness and one class of shares senior to Common Shares if asset coverage, as defined in the 1940 Act, would at least equal 150% immediately after each such issuance. On November 8, 2022, the Company’s sole shareholder approved the adoption of this 150% threshold pursuant to Section 61(a)(2) of the 1940 Act and such election became effective the following day. In addition, while any senior securities remain outstanding, the Company will be required to make provisions to prohibit any dividend distribution to shareholders or the repurchase of such securities or shares unless the Company meets the applicable asset coverage ratios at the time of the dividend distribution or repurchase. The Company also may be permitted to borrow amounts up to 5% of the value of the total assets for temporary or emergency purposes, which borrowings would not be considered senior securities. As of MarchJune 31,30, 2026 and December 31, 2025, the Company had an aggregate amount of $144.6$148.1 million and $173.6 million of debt outstanding and the asset coverage ratio was 284.5%298.84% and 217.9%, respectively.
As of MarchJune 31,30, 2026, the Company had $13.0$13.2 million in cash and cash equivalents, including foreign currency. During the threesix months ended MarchJune 31,30, 2026, cash used in operating activities was $ 32.656.0 million, primarily as a result of purchasing portfolio investments of $69.7$129.1 million, partially offset by proceeds from repayment of investments of $33.5$61.8 million. Cash provided by financing activities was $26.9$50.4 million, primarily as a result of proceeds from issuance of common shares and borrowings under the Revolving Credit Facility and Asset-Based Lending Facility, offset by dividends paid in cash and other short-term borrowings activity.
As of MarchJune 31,30, 2025, the Company had $15.3$5.8 million in cash and cash equivalents, including foreign currency. During the threesix months ended MarchJune 31,30, 2025, cash used in operating activities was $12.4$34.6 million, primarily as a result of purchasing portfolio investments of $28.9$71.4 million, partially offset by proceeds from repayment of investments of $12.5$29.0 million. Cash provided by financing activities was $22.5$35.2 million, primarily as a result of dividends paid in cash and borrowings under the Revolving Credit Facility.
The following table summarizes transactions with respect to the Common Shares for the three and six months ended MarchJune 31,30, 2026 (dollars in thousands except share amounts):
The following tables summarize the Company’s distributions declared and payable for the threesix months ended MarchJune 31,30, 2026 (dollars in thousands except per share amounts) by share class:
The following table presents the repurchases of Common Shares pursuant to the Company’s share repurchase plan for the six months ended June 30, 2026 (dollar amounts in thousands):
The following table presents the repurchases of Common Shares pursuant to the Company’s share repurchase plan for the six months ended June 30, 2025 (dollar amounts in thousands):
(1)Percentage is based on total shares as of the close of the previous calendar quarter.
(2)Amounts shown net of Early Repurchase Deduction.
(3)All repurchase requests were satisfied in full.
During the three months ended March 31, 2026 and 2025, no Common Share repurchases were completed by the Company.
Asset Based Lending Facility
On May 5, 2026, the SPV entered into the Asset-Based Lending Facility with Deutsche Bank AG, New York Branch, as facility agent, and State Street Bank and Trust Company, as collateral agent and collateral custodian, the Company, as equityholder and servicer, the SPV, as borrower, and the lenders from time to time party thereto.
The Asset-Based Lending Facility is secured by substantially all assets in the SPV’s portfolio, including a first‑priority security interest (subject to permitted liens) in loan assets and related accounts and cash and cash equivalents, in each case as described in the Asset-Based Lending Facility. Borrowings under the Asset-Based Lending Facility bear interest at a per annum rate equal to an applicable margin plus a benchmark rate for the applicable currency (for Dollar advances, three‑month Term Secured Overnight Financing Rate; for Euro advances, Euro Interbank Offered Rate; for Sterling advances, Daily Simple Sterling Overnight Index Average; for Canadian‑dollar advances, Term Canadian Overnight Repo Rate Average; and for Australian‑dollar advances, Bank Bill Swap Rate), in each case subject to a 0.25% floor.
The initial facility amount of the Asset-Based Lending Facility is $100 million, with an accordion feature that permits increases, with the consent of the facility agent and the lenders, up to an aggregate commitment of $500 million. The Asset-Based Lending Facility has a revolving period that ends on the date that is three years after the Closing Date (which may be extended with lender consent), and a final maturity on the earliest of (i) the date that is two years after the end of the revolving period and (ii) certain earlier termination events provided in the Asset-Based Lending Facility.
Promissory Notes
The following table presents outstanding borrowings as of MarchJune 31,30, 2026 (dollar amounts in thousands):
(1) The unused portion is the amount upon which commitment fees, if any, are based.
(2) The amount available reflects any limitations related to the credit and lending facility’s borrowing base.
As of June 30, 2026, one loan investment was on non-accrual status. Subsequent to June 30, 2026, the Company identified significant underperformance in that investment and accordingly, the Company does not expect to recover its full value.
On AprilJuly 27,28, 2026 the Company declared a distribution of $0.21243 per Class I Share, $0.19506 per Class S Share, and $0.20732 per Class D Share, which is payable on MayAugust 27,28, 2026 to shareholders of record as of AprilJuly 30,31, 2026.
On May 5, 2026 (the "Closing Date"), a wholly owned subsidiary of the Company, entered into a loan financing and servicing agreement (the " SPV Credit Facility") with Deutsche Bank AG, New York Branch, as facility agent, and State Street Bank and Trust Company, as collateral agent and collateral custodian, the Company, as equityholder and servicer, the SPV, as borrower, and the lenders from time to time party thereto.
The SPV Credit Facility is secured by substantially all assets in the SPV’s portfolio, including a first‑priority security interest (subject to permitted liens) in loan assets and related accounts and cash and cash equivalents, in each case as described in the SPV Credit Facility. Borrowings under the Credit Facility bear interest at a per annum rate equal to an applicable margin plus a benchmark rate for the applicable currency (for Dollar advances, three‑month Term Secured Overnight Financing Rate; for Euro advances, Euro Interbank Offered Rate; for Sterling advances, Daily Simple Sterling Overnight Index Average; for Canadian‑dollar advances, Term Canadian Overnight Repo Rate Average; and for Australian‑dollar advances, Bank Bill Swap Rate), in each case subject to a 0.25% floor.
The initial facility amount of the SPV Credit Facility is $100 million, with an accordion feature that permits increases, with the consent of the facility agent and the lenders, up to an aggregate commitment of $500 million. The SPV Credit Facility has a revolving period that ends on the date that is three years after the Closing Date (which may be extended with lender consent), and a final maturity on the earliest of (i) the date that is two years after the end of the revolving period and (ii) certain earlier termination events provided in the SPV Credit Facility.
PGIM insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 2 filings (2 insiders, 2 trade dates, 228,043 shares, about $5.6M). Net open-market shares: -228,043 (purchases minus sales); net value about -$5.6M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-07-28 | Pruco Life Insurance Co |
Open-market sale | 214,746 | $24.75 | $5.3M |
| 2026-04-24 | Parker Stuart |
Open-market sale | 13,297 | $24.82 | $330.0K |
Well-known investors holding PGIM (13F)
None of the 59 investors we track reported a position in their latest 13F.