UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 29, 2025

T. Rowe Price OHA Select Private Credit Fund
(Exact name of Registrant as Specified in Its Charter)

DELAWARE
814-01561
88-6521578
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

1 Vanderbilt Avenue, 16th Floor
New York, NY

10017
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code: (212) 326-1500

N/A
(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered






Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01.
Regulation FD Disclosure.

On May 29, 2025, the Company declared regular and variable supplemental distributions per share for each class of its common shares of beneficial interest (the “Shares”) outstanding in the amounts per share set forth below:
 
   
Gross Distribution
- Regular
    
Shareholder
Servicing and/or
Distribution Fee
    
Net Distribution
– Regular
    
Variable Supplemental Distribution
    
Net Distribution -
Total
  
Class I Common Shares
  
$
0.2000
    
$
-
    
$
0.2000
    
$
0.0300
    
$
0.2300
  
Class S Common Shares
  
$
0.2000
    
$
0.0192
    
$
0.1808
    
$
0.0300
    
$
0.2108
  
Class D Common Shares
  
$
0.2000
    
$
0.0056
    
$
0.1944
    
$
0.0300
    
$
0.2244
  

The regular and variable supplemental distributions for each class of Shares outstanding are payable on or about June 30, 2025 to Class I, Class S and Class D common shareholders of record as of May 30, 2025. The Company has adopted a distribution reinvestment plan that provides for the reinvestment of cash distributions. These distributions will be paid in cash or reinvested in Class I, Class S and Class D Shares of the Company for shareholders participating in the Company’s distribution reinvestment plan.

Item 8.01.
Other Events.

Net Asset Value

The net asset value (“NAV”) per share for each class of Shares of the Company as of April 30, 2025, as determined in accordance with the Company’s valuation policy, is $27.07.

As of April 30, 2025, the Company’s aggregate NAV was $1,317.8 million, the fair value of its investment portfolio was $2,385.9 million, and it had principal debt outstanding of $1,011.1 million, resulting in a debt-to-equity ratio of approximately 0.77 times.

Status of Offering

The Company is currently publicly offering on a continuous basis up to $2.5 billion in Shares (the “Offering”). The following table lists the approximate Shares issued and total consideration for the Offering and in connection with private placements of Shares as of the date of this filing (through the May 1, 2025 subscription date). The Company intends to continue selling Shares in the Offering on a monthly basis. The table below does not include Shares sold through the Company’s distribution reinvestment plan.


  
Common Shares Issued
    
Total
Consideration
(in $ millions)
  
Class I Shares

44,923,271
    
$
1,230.3
  
Class S Shares
  
3,021,633
    
$
83.5
  
Class D Shares

2,067,647
    
$
56.1
  

Item 9.01.
Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
  
Description
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  
T. Rowe Price OHA Select Private Credit Fund


Date: May 29, 2025
By:
/s/ Thomas Hansen


Name:
Thomas Hansen


Title:
Chief Financial Officer