UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Rule 13e-4)

(Final Amendment)

TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

T. Rowe Price OHA Select Private Credit Fund

(Name of Issuer)

T. Rowe Price OHA Select Private Credit Fund

(Name of Person(s) Filing Statement)

Class I, Class D and Class S Shares of Beneficial Interest

(Title of Class of Securities)

872837307, 872837208 and 872837109

(CUSIP Number of class of securities)

Gregory S. Rubin, Esq.

OHA Private Credit Advisors LLC

1 Vanderbilt Avenue, 16th Floor

New York, NY 10017

(Name, Address and Telephone No. of Person Authorized to Receive

Notices and Communications on Behalf of the Person(s) Filing Statement)

With a copy to:

Richard Horowitz, Esq.

Dechert LLP

Three Bryant Park, 1095 Avenue of the Americas

New York, NY 10036

February 3, 2025

(Date Tender Offer First Published, Sent or Given to Security Holders)

☐	Check the box if the filing relates solely to preliminary communications made before commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐	third-party tender offer subject to Rule 14d-1.

☒	issuer tender offer subject to Rule 13e-4.

☐	going-private transaction subject to Rule 13e-3.

☐	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒

This Final Amendment relates to the Issuer Tender Offer Statement on Schedule TO (the “Statement”) originally filed on February 3, 2025 by T. Rowe Price OHA Select Private Credit Fund (the “Fund”) in connection with an offer by the Fund (the “Offer”) to purchase up to 2,173,629 of its outstanding shares of beneficial interest (including Class I common shares of beneficial interest, Class D common shares of beneficial interest and Class S common shares of beneficial interest (collectively, the “Shares”)), at a price equal to the net asset value per Share of the applicable class as of March 31, 2025 (the “Valuation Date”), upon the terms and subject to the conditions set forth in the Offer to Purchase filed as Exhibit (a)(1)(ii) to the Statement (the “Offer to Purchase”).

This is the Final Amendment to the Statement and is being filed to report the results of the Offer. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase.

The following information is furnished pursuant to Rule 13e-4(c)(4):

1.	The Offer expired at 11:59 p.m., Eastern Time, on March 4, 2025.

Payment of the purchase price of the Shares tendered was made in the form of non-interest bearing, non-transferable promissory notes issued to the shareholders of the Fund whose tendered Shares were accepted for purchase by the Fund in accordance with the terms of the Offer to Purchase. Pursuant to the promissory notes, the Fund paid on or about May 6, 2025, to the shareholders a total of $329,137.76, representing the net asset value as of March 31, 2025 of the total amount of Shares tendered by shareholders upon the terms and subject to the conditions set forth in the Offer to Purchase.

Except as specifically provided herein, the information contained in the Statement, as amended, remains unchanged and this Amendment does not modify any of the information previously reported on the Statement, as amended.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


T. ROWE PRICE OHA SELECT PRIVATE CREDIT FUND

By:			/s/ Thomas Hansen
Name:			Thomas Hansen
Title:			Chief Financial Officer

Dated: May 7, 2025

EXHIBIT INDEX

Exhibit

EX-FILING FEES Calculation of Filing Fee Tables