SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 20, 2025
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction |
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405 Colorado Street, Suite 1500
(Address of principal executive offices)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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 June 2, 2025, AB Private Lending Fund (the “
”) sold unregistered Class I common shares of beneficial interest (with the final number of shares being determined on June 20, 2025) to a feeder vehicle 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 “
”). The following table details the shares sold:
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Date of Unregistered Sale |
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As of June 2, 2025 (number of shares finalized on June 20, 2025) |
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387,186.4970 |
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$ |
9,800,000 |
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Item 7.01 – Regulation FD Disclosure.
On
June 20, 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:
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Class I shares |
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$ |
0.20 |
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$ |
0.00 |
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$ |
0.20 |
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Class S shares |
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$ |
N/A |
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$ |
N/A |
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$ |
N/A |
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Class D shares |
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$ |
N/A |
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$ |
N/A |
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$ |
N/A |
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The distributions for each class of Shares are payable to shareholders of record as of the close of business on June 30, 2025 and will be paid on or about July 31, 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.
The net asset value (“
”) per share of each class of the Fund as of May 30, 2025, as determined in accordance with the Fund’s valuation policy, is set forth below.
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NAV per Share as of May 30, 2025 |
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Class I shares |
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$ |
25.31 |
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Class S shares |
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— |
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Class D shares |
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— |
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As of May 30, 2025, the Fund’s aggregate NAV was approximately $119.0 million, the fair value of its investment portfolio was approximately $272.5 million, and it had approximately $157.8 million of debt outstanding (at principal).
The Fund is currently publicly offering on a continuous basis up to $1.0 billion in Shares (such offering, the “
”). 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.