8-K/A

Date: March 18, 2025

AB PRIVATE LENDING FUND

/s/ Leon Hirth

Leon Hirth

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

8-K/A

(Amendment No. 1)

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. ☐

EXPLANATORY NOTE

This Amendment No. 1 to the Current Report on

Form 8-K (this

“

Amendment

”) is being filed by AB Private Lending Fund (the “

Fund

”) to amend Item 8.01 – Other Events of that certain Current Report on

Form 8-K originally

filed by the Fund with the U.S. Securities and Exchange Commission on January 23, 2025 (the “

Original Form

8-K

”). This Amendment is being filed to correct the following matters included in Item 8.01 of the Original Form

8-K:

(i) the fair value of the Fund’s investment portfolio is corrected to be approximately $279.8 million and (ii) the Fund’s aggregate NAV (as defined below) is corrected to be approximately $116.5 million. The Original Form

8-K

erroneously computed the fair value of the Fund’s investment portfolio by solely including the market value of investments of the Fund and the Fund’s money market investments to calculate the fair value of the Fund’s investment portfolio. However, consistent with the Fund’s computation of the fair value of the Fund’s investment portfolio in the Fund’s Quarterly Reports on Form

10-Q

and Annual Reports on Form

10-K,

the fair value of the Fund’s investment portfolio is computed by including the market value of the Fund’s investments and the Fund’s market value of unfunded loans in the calculation of the fair value of the Fund’s investment portfolio, which is reflected in the amended disclosure below. The Original Form

8-K

relied on the erroneously computed fair value of the Fund’s investment portfolio value and due to rounding, the aggregate NAV was incorrectly reported. Other than the fair value of the Fund’s investment portfolio and the aggregate NAV, no other changes to the Original

Form 8-K are

made by this Amendment, including but not limited to the Fund’s NAV per share as reported in the Original Form

8-K.

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

January 22, 2025,

the Fund declared regular distributions for each class of its common shares of beneficial interest (the “

”) 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 $116.5 million, the fair value of its investment portfolio was approximately $279.8 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 “

” 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

SIGNATURES

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.