8-K

Date: January 23, 2025

AB PRIVATE LENDING FUND

/s/ Leon Hirth

Leon Hirth

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):

January 22, 2025

AB PRIVATE LENDING FUND

(Exact name of registrant as specified in its charter)

Delaware

814-01744

93-6555027

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

405 Colorado Street, Suite 1500

Austin, Texas 78701

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (512) 721-2900

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	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))

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

—

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 3.02 – Unregistered Sale of Equity Securities.

As of January 2, 2025, AB Private Lending Fund (the “Fund”) sold unregistered Class I common shares of beneficial interest (with the final number of shares being determined on January 22, 2025) to feeder vehicles primarily created to hold the Fund’s Class I shares. The offer and sale of these Class I shares was exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and/or Regulation S thereunder (the “Private Offering”). The following table details the shares sold:

Date of Unregistered Sale

Amount of
Class I shares

Consideration

As of January 2, 2025

(number of shares finalized on January 22, 2025)

43,378.644

1,100,000.00

Item 7.01 – Regulation FD Disclosure.

January 2025 Distributions

On January 22, 2025, the Fund declared regular distributions for each class of its common shares of beneficial interest (the “Shares”) in the amounts per share set forth below:


	Gross Distribution		Shareholder Servicing and/or Distribution Fee		Net Distributions
Class I shares	$	0.23	$	0.00	$	0.23
Class S shares	$	N/A	$	N/A	$	N/A
Class D shares	$	N/A	$	N/A	$	N/A

The distributions for each class of Shares are payable to shareholders of record as of the close of business on January 31, 2025 and will be paid on or about February 28, 2025.

These distributions will be paid in cash or reinvested in shares of the Fund’s Shares for shareholders participating in the Fund’s distribution reinvestment plan.

Item 8.01 – Other Events.

Net Asset Value

The net asset value (“NAV”) per share of each class of the Fund as of December 31, 2024, as determined in accordance with the Fund’s valuation policy, is set forth below.


	NAV per Share as of December 31, 2024
Class I shares	$	25.36
Class S shares		—
Class D shares		—

As of December 31, 2024, the Fund’s aggregate NAV was approximately $116.0 million, the fair value of its investment portfolio was approximately $315.0 million, and it had approximately $173.0 million of debt outstanding (at principal).

Status of Offering

The Fund is currently publicly offering on a continuous basis up to $1.0 billion in common shares of beneficial interest (such shares, the “Shares” and such offering, the “Offering”). Additionally, the Fund has sold unregistered Class I shares as part of the Private Offering. The following table lists the Shares issued and total consideration for both the Offering and the Private Offering as of the date of this filing, reflective of transfers between share classes. The table below does not include Shares sold through the Fund’s distribution reinvestment plan. The Fund intends to continue selling Shares in the Offering and the Private Offering on a monthly basis.


	Common Shares Issued		Total Consideration
Offering:
Class I shares		—		—
Class S shares		—		—
Class D shares		—		—
Private Offering:
Class I shares		4,637,230.145	$	116,000,000.00
Class S shares		—		—
Class D shares		—		—
Total Offering and Private Offering*		4,637,230.145	$	116,000,000.00

*	Amounts may not sum due to rounding