UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

 Investment Company Act file number  811-23954

Principal Private Credit Fund I

(Exact name of registrant as specified in charter)

711 High Street, Des Moines, IA 50309

(Address of principal executive offices)                                                         (Zip code)

Principal Global Investors, LLC, 801 Grand Avenue, Des Moines, IA 50309

(Name and address of agent for service)

Registrant’s telephone number, including area code: 515-235-1719

    Date of fiscal year end: March 31, 2025

    Date of reporting period: March 31, 2025

ITEM 1 – REPORT TO STOCKHOLDERS

(a) The following is a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1).

(b) Not applicable.

Principal

Private

Credit

Fund

I

Annual

Report

March

31,

2025

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Note:

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your

shares

are

not

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with

Principal

Funds

but

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firm,

please

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available.

Table

of

Contents

Not

FDIC

or

NCUA

insured

May

lose

value

•

Not

a

deposit

•

No

bank

or

credit

union

guarantee

Not

insured

by

any

Federal

government

agency

Economic

&

Financial

Market

Review

1

Important

Fund

Information

3

Management’s

Discussion

of

Fund

Performance

(unaudited)

4

Consolidated

Financial

Statements

5

Notes

to

Consolidated

Financial

Statements

9

Consolidated

Schedule

of

Investments

18

Consolidated

Financial

Highlights

(includes

performance

information)

24

Report

of

Independent

Registered

Public

Accounting

Firm

26

Shareholder

Expense

Example

27

1

Economic

&

Financial

Market

Review

Global

economic

growth

continues

to

trend

lower

with

policy

uncertainty

on

the

rise,

leading

to

GDP

growth

forecasts

being

revised

lower

across

the

globe.

U.S.

economic

strength

was

in

the

spotlight

over

the

last

twelve

months,

with

2.8%

real

GDP

growth

in

2024,

though

its

growth

advantage

against

other

developed

countries

is

narrowing.

In

the

U.S.,

soft

data

(such

as

ISM

manufacturing,

consumer

sentiment,

and

consumer

confidence)

is

already

showing

weakness,

but

hard

data

(such

as

retail

sales

and

nonfarm

payrolls)

remains

intact

for

now.

Elsewhere,

the

fiscal

overhaul

in

Germany

has

the

potential

to

boost

growth

over

the

long

run,

though

short-term

headwinds

may

prove

difficult

to

offset.

In

Japan,

the

reflation

story

continues,

with

growth

expanding

thanks

to

the

ongoing

spending

recovery.

China’s

economic

outlook

has

improved

since

the

September

2024

politburo

meeting

thanks

to

additional

policy

focusing

on

stabilizing

growth.

Global

inflation

fell

from

3.5%

in

March

2024

to

2.6%

in

March

2025,

getting

incrementally

closer

to

the

central

banks’

2%

target.

In

the

U.S.,

the

easing

of

core

services

inflation

and

short-lived

labor

data

softness

allowed

the

Federal

Reserve

(Fed)

to

start

cutting

rates

in

September

2024.

However,

the

cutting

cycle

was

paused

as

Trump

administration

tariffs

may

put

upward

pressure

on

inflation.

Notably,

the

Fed

cut

interest

rates

by

100bps

in

2024

before

the

pause.

The

latest

dot

plot

implies

50bps

of

cuts

still

to

come

in

2025.

Global

policy

rates

fell

by

71bps

in

the

last

twelve

months—17bps

in

emerging

markets

(EM)

and

105bps

in

developed

markets

(DM).

Global

manufacturing

activity

continues

to

be

a

mixed

bag.

Global

manufacturing

Purchasing

Manager’

Index

(PMI)

has

remained

below

50

for

the

last

twelve

months,

with

the

latest

reading

at

49.6.1

Emerging

market

PMIs

were

marginally

above

50,

while

developed

markets

were

below

50.

As

expected,

global

earnings

growth

bottomed

out

and

is

back

on

the

rise.

The

MSCI

All

Country

World

Index

(ACWI)

trailing

twelve

months

earnings

per

share

(TTM

EPS)

growth

was

up

5%

compared

to

the

same

time

last

year.

The

S&P

500

saw

10%

earnings

growth,

while

the

MSCI

World

ex-U.S.

Index

saw

a

4%

decline.

Within

the

U.S.,

large-cap

growth

stocks,

represented

by

the

Russell

1000

Growth

Index,

delivered

the

highest

earnings

growth

at

17%.

Small-cap,

mid-cap

and

value

stocks,

represented

by

the

S&P

Small-Cap

600

Index,

the

S&P

Mid-Cap

400

Index,

and

the

Russell

1000

Value

Index,

all

saw

weak

year-over-year

earnings

growth

at

-5%,

1%

and

2%,

respectively.

Emerging

markets,

represented

by

the

MSCI

Emerging

Markets

Index,

delivered

8%

earnings

growth.

Global

equities

slightly

outperformed

global

bonds

in

the

last

twelve

months—The

MSCI

ACWI

Index

recorded

a

7%

gain

year-over-year

while

the

Bloomberg

Global

Aggregate

Corporate

Index

gained

5%.

Within

equities,

emerging

markets

(MSCI

Emerging

Markets

Index)

outperformed

developed

markets

(MSCI

World

Index)

8%

vs.

7%.

Although

the

U.S.

exceptionalism

narrative

may

be

fading,

the

U.S.

(MSCI

U.S.

Index)

outperformed

developed

market

ex-U.S.

(MSCI

World

ex-U.S.

Index)

by

2%.

Elsewhere

within

major

markets,

U.S.

small-cap

(S&P

Small-Cap

600

Index)

was

the

worst

performer

with

a

3%

loss,

while

China

(MSCI

China

Index)

was

the

best

performer

with

a

40%

gain.

The

Bloomberg

U.S.

Treasury

Index

delivered

a

5%

gain

as

the

U.S.

10-year

treasury

yield

remained

the

same

as

a

year

ago

at

4.2%.

Global

high

yield

bonds

(Bloomberg

Global

High

Yield

Index)

outperformed

investment

grade

corporate

bonds

(Bloomberg

Global

Aggregate

Corporate

Index)

and

global

treasury

bonds

(Bloomberg

Global

Treasury

Index)

by

4%

and

7%,

respectively,

year-over-year.

The

DXY

Index,

a

proxy

for

USD

strength,

was

flat

compared

to

the

same

time

last

year.

Commodity

prices

(S&P

GSCI

Total

Return

Index)

gained

4%,

helped

by

a

strong

gold

rally

during

this

period.

Unless

otherwise

stated,

data

sources

are

Bloomberg,

FactSet,

and

Principal

Asset

Allocation.

Data

as

of

March

31,

2025.

1

In

global

PMI

readings,

a

number

above

50

means

that

manufacturing

activity

is

expanding,

and

a

number

below

50

indicates

contraction.

Index

descriptions:

MSCI

All

Country

World

Index

(ACWI)

includes

large

and

mid-cap

stocks

across

developed

and

emerging

market

countries.

MSCI

China

Index

captures

large-

and

mid-cap

representation

across

China

A

shares,

H

shares,

B

shares,

Red

chips,

P

chips

and

foreign

listings

(e.g.

ADRs).

MSCI

World

Index

captures

large-

and

mid-cap

representation

across

23

developed

market

countries.

MSCI

World

ex-U.S.

Index

captures

large-

and

mid-cap

representation

across

22

of

23

developed

market

countries--

excluding

the

United

States.

MSCI

Emerging

Markets

Index

consists

of

large-

and

mid-cap

companies

across

24

countries

and

represents

10%

of

the

world

market

capitalization.

The

index

covers

approximately

85%

of

the

free

float-adjusted

market

capitalization

in

each

of

the

24

countries.

MSCI

U.S.

Index

is

designed

to

measure

the

performance

of

the

large-

and

mid-cap

segments

of

the

U.S.

market.

Russell

1000

Growth

Index

measures

the

performance

of

the

large-cap

growth

segment

of

the

U.S.

equity

universe.

Russell

1000

Value

Index

measures

the

performance

of

the

large-cap

value

segment

of

the

U.S.

equity

universe.

Bloomberg

Global

Aggregate

Corporate

Index

is

a

flagship

measure

of

global

investment-grade

debt

from

24

local

currency

markets.

This

multi-currency

benchmark

includes

treasury,

government-related,

corporate,

and

securitized

fixed-rate

bonds

from

both

developed

and

emerging

market

issuers.

Bloomberg

Global

High

Yield

Index

is

a

multi-currency

flagship

measure

of

the

global

high

yield

debt

market.

The

index

represents

the

union

of

the

U.S.

High

Yield,

the

Pan-

European

High

Yield,

and

Emerging

Markets

Hard

Currency

High

Yield

indices.

Bloomberg

Global

Treasury

Index

tracks

fixed-rate,

local

currency

government

debt

of

investment-grade

countries,

including

both

developed

and

emerging

markets.

The

index

represents

the

treasury

sector

of

the

Global

Aggregate

Index

and

contains

issues

from

37

countries

denominated

in

24

currencies.

2

Economic

&

Financial

Market

Review

Bloomberg

U.S.

Treasury

Index

measures

U.S.

dollar-denominated,

fixed-rate,

nominal

debt

issued

by

the

U.S.

Treasury.

U.S.

Dollar

Index

(USDX,

DXY,

DX)

is

an

index

(or

measure)

of

the

value

of

the

United

States

dollar

relative

to

a

basket

of

foreign

currencies,

often

referred

to

as

a

basket

of

U.S.

trade

partners'

currencies.

Standard

&

Poor's

500

(S&P

500)

Index

is

a

market

capitalization-weighted

index

of

500

widely

held

stocks

often

used

as

a

proxy

for

the

stock

market.

S&P

Mid-Cap

400

Index,

more

commonly

known

as

the

S&P

400,

is

a

stock

market

index

from

S&P

Dow

Jones

Indices.

The

index

serves

as

a

gauge

for

the

U.S.

mid-cap

equities

sector

and

is

the

most

widely

followed

mid-cap

index.

S&P

Small-Cap

600

Index

is

a

stock

market

index

established

by

Standard

&

Poor's.

It

covers

roughly

the

small-cap

range

of

American

stocks,

using

a

capitalization-weighted

index.

S&P

GSCI

Total

Return

Index

is

an

index

of

24

exchange-traded

futures

contracts

that

represent

a

large

portion

of

the

global

commodities

market.

3

Important

Fund

Information

Securities

described

in

the

fund

commentary

may

no

longer

be

held

in

the

fund.

The

line

graph

on

the

following

page

illustrates

the

growth

of

a

hypothetical

$100,000

investment.

The

illustration

is

based

on

performance

of

Class

Y

shares.

The

performance

of

other

share

classes

will

differ.

Investment

results

shown

represent

historical

performance

and

do

not

guarantee

future

results.

Your

investment’s

returns

and

principal

values

will

fluctuate

with

changes

in

interest

rates

and

other

market

conditions

so

the

value,

when

redeemed,

may

be

worth

more

or

less

than

original

costs.

Current

performance

may

be

lower

or

higher

than

the

performance

shown.

For

more

information,

including

the

most

recent

month-end

performance,

call

your

financial

professional,

or

call

800-222-5852.

A

sales

charge

may

apply

as

follows:

Class

A

shares:

maximum

up-front

sales

charges

on

sales

based

on

declining

rates

which

begin

at

5.75%.

Institutional

and

Class

Y

shares

do

not

have

a

sales

charge.

See

the

prospectus

for

details.

Performance

listed

with

sales

charge

reflects

the

maximum

sales

charge.

.

4

Principal

Private

Credit

Fund

I

Investment

Advisor:

Principal

Global

Investors,

LLC

Average

Annual

Total

Returns**

as

of

March

31,

2025

No

performance

information

is

shown

below

as

the

Fund

has

not

yet

had

a

calendar

year

of

performance.

What

contributed

to

or

detracted

from

Fund

performance

during

the

fiscal

year?

The

Fund

is

a

private

credit,

direct

lending

solution

that

seeks

to

maximize

total

return

through

current

income

and

capital

appreciation.

The

Fund

targets

investing

at

least

80%

of

its

assets

in

private

credit

investments,

specifically

focusing

on

providing

direct

lending

loans

to

borrowers

in

the

lower

and

core

middle

markets.

With

tight

covenants,

attractive

spread

compensation,

and

dedicated

capital

to

support

future

growth,

these

borrowers

have

historically

provided

investors

with

attractive

risk-adjusted

returns.

The

Fund

benefited

from

a

stable

environment

for

credit

fundamentals

throughout

much

of

2024,

with

all

loans

on

accrual

status.

The

primary

contribution

to

the

Fund's

performance

was

its

exposure

to

floating

rate,

direct

lending

loans.

There

were

no

material

detractors

to

performance

during

the

period.

Over

85%

of

the

Fund's

total

return

came

in

the

form

of

interest

income,

consistent

with

what

we

expect

in

most

years.

The

Fund

is

appropriately

diversified

across

129

positions

and

92

borrowers,

emphasizing

borrowers

in

industries

with

less

economic

sensitivity

in

the

event

that

growth

slows

in

coming

quarters.

New

loan

origination

through

year-end

was

robust

as

the

M&A

market

began

to

recover

from

the

slower

activity

experienced

in

2022-2023

post

Fed

rate

increases.

Spreads

remained

at

attractive

levels

but

did

experience

tightening

as

the

year

progressed,

albeit

still

offering

a

meaningful

premium

to

the

public

loan

market.

Value

of

a

$100

,000

Investment**

June

3,

2024

*

-

March

31,

2025

*Period

from

June

3,

2024,

the

effective

date

of

the

Fund’s

registration

statement

on

Form

N-2.

**Performance

assumes

reinvestment

of

all

dividends

and

capital

gains.

Performance

does

not

reflect

the

impact

of

federal,

state,

or

municipal

taxes.

If

it

did,

performance

would

be

lower.

***Performance

shown

for

the

benchmark

assumes

reinvestment

of

all

dividends

and

distributions.

Indices

are

unmanaged,

and

individuals

cannot

invest

directly

in

an

index.

Consolidated

Statement

of

Assets

and

Liabilities

March

31,

2025

5

See

accompanying

notes.

Amounts

in

thousands,

except

per

share

amounts

Principal

Private

Credit

Fund

I

(a)

Investment

in

securities--at

cost

............................................................................................................................

$

92,321‌

Assets

Investment

in

securities--at

value 

............................................................................................................................

$

92,219‌

Cash

...........................................................................................................................................................

71‌

Receivables:

Dividends

and

interest

...................................................................................................................................

577‌

Expense

reimbursement

from

Manager

.................................................................................................................

88‌

Investment

securities

sold

...............................................................................................................................

714‌

Unrealized

gain

on

unfunded

commitments

............................................................................................................

29‌

Prepaid

expenses

..............................................................................................................................................

562‌

Total

Assets  

94,260‌

Liabilities

(b)

Accrued

management

and

investment

advisory

fees

..........................................................................................................

97‌

Accrued

administrative

fees

...................................................................................................................................

8‌

Accrued

transfer

agent

fees

...................................................................................................................................

16‌

Accrued

credit

facility

fees

....................................................................................................................................

354‌

Accrued

directors'

expenses

...................................................................................................................................

29‌

Accrued

professional

fees

.....................................................................................................................................

236‌

Accrued

other

expenses

.......................................................................................................................................

35‌

Cash

overdraft

.................................................................................................................................................

155‌

Payables:

Borrowing

...............................................................................................................................................

500‌

Investment

securities

purchased

........................................................................................................................

614‌

Unrealized

loss

on

unfunded

commitments

.............................................................................................................

51‌

Total

Liabilities  

2,095‌

Net

Assets

Applicable

to

Outstanding

Shares

..............................................................................................................

$

92,165‌

Net

Assets

Consist

of:

Capital

shares

and

additional

paid-in-capital

.................................................................................................................

$

92,257‌

Total

distributable

earnings

(accumulated

loss)

...............................................................................................................

(

92‌

)

Total

Net

Assets 

$

92,165‌

Capital

Stock

(par

value:

$.01

per

share):

Net

Asset

Value

Per

Share:

Class

A

:

Net

Assets

............................................................................................................................................

$

11‌

Shares

Issued

and

Outstanding

..........................................................................................................................

1‌

Net

Asset

Value

per

share

...............................................................................................................................

$

10

.21‌

(c)

Maximum

Offering

Price

................................................................................................................................

$

10

.83‌

Class

Y

:

Net

Assets

............................................................................................................................................

$

92,143‌

Shares

Issued

and

Outstanding

..........................................................................................................................

8,999‌

Net

Asset

Value

per

share

...............................................................................................................................

$

10

.24‌

Institutional

:

Net

Assets

.......................................................................................................................................

$

11‌

Shares

Issued

and

Outstanding

..........................................................................................................................

1‌

Net

Asset

Value

per

share

...............................................................................................................................

$

10

.23‌

(a)

The

Fund

is

registered

as

a

closed-end

investment

company

under

the

Investment

Company

Act

of

1940.

See

Organization

in

Notes

to

Consolidated

Financial

Statements.

(b)

See

Note

3

for

details

of

any

unfunded

commitments.

(c)

Redemption

price

per

share

is

equal

to

net

asset

value

per

share

less

any

applicable

contingent

deferred

sales

charge.

Consolidated

Statement

of

Operations

Period

Ended

March

31,

2025

6

See

accompanying

notes.

Amounts

in

thousands

Principal

Private

Credit

Fund

I

(a)

Net

Investment

Income

(Loss)

Income:

Dividends

...................................................................................................................................................

$

391‌

Interest

......................................................................................................................................................

5,299‌

Total

Income

5,690‌

Expenses:

Management

and

investment

advisory

fees

................................................................................................................

715‌

Administrative

fees

.........................................................................................................................................

57‌

Registration

fees

-

Class

A

.................................................................................................................................

19‌

Registration

fees

-

Class

Y

.................................................................................................................................

30‌

Registration

fees

-

Institutional

............................................................................................................................

19‌

Transfer agent

fees

-

Class

A

...............................................................................................................................

10‌

Transfer agent

fees

-

Class

Y

...............................................................................................................................

31‌

Transfer agent

fees

-

Institutional

..........................................................................................................................

10‌

Chief

compliance

officer

expenses

.........................................................................................................................

1‌

Credit

facility

fees

..........................................................................................................................................

129‌

Custodian

fees

..............................................................................................................................................

35‌

Directors'

expenses

.........................................................................................................................................

175‌

Professional fees

...........................................................................................................................................

350‌

Other

expenses

.............................................................................................................................................

33‌

Total

Gross

Expenses

1,614‌

Less:

Reimbursement

from

Manager

-

Class

A

............................................................................................................

31‌

Less:

Reimbursement

from

Manager

-

Class

Y

............................................................................................................

344‌

Less:

Reimbursement

from

Manager

-

Institutional

.......................................................................................................

31‌

Total

Net

Expenses

1,208‌

Net

Investment

Income

(Loss)

4,482‌

Net

Realized

and

Unrealized

Gain

(Loss)

on

investments

Net

realized

gain

(loss)

from:

Investment

transactions

....................................................................................................................................

58‌

Net

change

in

unrealized

appreciation/(depreciation)

of:

Investments

.................................................................................................................................................

(

210‌

)

Net

Realized

and

Unrealized

Gain

(Loss)

on

investments

(

152‌

)

Net

Increase

(Decrease)

in

Net

Assets

Resulting

from

Operations

$

4,330‌

(a)

Period

from

June

3,

2024,

the

effective

date

of

the

Fund's

registration

statement

on

Form

N-2,

through

March

31,

2025.

See

Organization

in

Notes

to

Consolidated

Financial

Statements.

Consolidated

Statement

of

Changes

in

Net

Assets

7

See

accompanying

notes.

Amounts

in

thousands

Principal

Private

Credit

Fund

I

Period Ended

March

31,

2025

(a)

Operations

Net

investment

income

(loss)

.......................................................................................................................................

$

4,482‌

Net

realized

gain

(loss)

on

investments

.............................................................................................................................

58‌

Net

change

in

unrealized

appreciation/(depreciation)

of

investments

..............................................................................................

(

210‌

)

Net

Increase

(Decrease)

in

Net

Assets

Resulting

from

Operations

4,330‌

Dividends

and

Distributions

to

Shareholders

From

net

investment

income

and

net

realized

gain

on

investments

................................................................................................

(

4,422‌

)

Total

Dividends

and

Distributions

(

4,422‌

)

Capital

Share

Transactions

Net

increase

(decrease)

in

capital

share

transactions

...............................................................................................................

50,422‌

Total

Increase

(Decrease)

in

Net

Assets

50,330‌

Net

Assets

Beginning

of

period

.................................................................................................................................................

41,835‌

End

of

period

.......................................................................................................................................................

$

92,165‌

Class

A

Class

Y

Institutional

Capital

Share

Transactions:

Period Ended

March

31,

2025

Dollars:

Sold

.........................................................................................

–‌

$

46,000‌

–‌

Reinvested

....................................................................................

1‌

4,420‌

1‌

Net

Increase

(Decrease)

$

1‌

$

50,420‌

$

1‌

Shares:

Sold

.........................................................................................

–‌

4,455‌

–‌

Reinvested

....................................................................................

–‌

432‌

–‌

Net

Increase

(Decrease)

–‌

4,887‌

–‌

Dividends

and

Distributions

to

Shareholders:

Period Ended

March

31,

2025

From

net

investment

income

and

net

realized

gain

on

investments

.............................................

$

(

1‌

)

$

(

4,420‌

)

$

(

1‌

)

Total

Dividends

and

Distributions

$

(

1‌

)

$

(

4,420‌

)

$

(

1‌

)

(a)

Period

from

June

3,

2024,

the

effective

date

of

the

Fund's

registration

statement

on

Form

N-2,

through

March

31,

2025.

See

Organization

in

Notes

to

Consolidated

Financial

Statements.

Consolidated

Statement

of

Cash

Flows

Period

Ended

March

31,

2025

8

See

accompanying

notes.

Amounts

in

thousands

Principal

Private

Credit

Fund

I

(a)

Cash

Flows

from

Operating

Activities:

Net increase

in

net

assets

from

operations

..................................................................................

$

4,330

Adjustments

to

reconcile

net

increase

in

net

assets

from

operations

to

net

cash

used

in

operating

activities:

Purchase

of

investment

securities

...................................................................................

(62,2

12

)

Proceeds

from

sale

of

investment

securities

............................................................................

8,860

Net

sales

or

(purchases)

of

short

term

securities

.........................................................................

2,289

Net

accretion

of

bond

discounts

and

amortization

of

premiums

..............................................................

(94)

Payment-in-kind

income

..........................................................................................

(

17

)

Change

in

unrealized

(appreciation)

depreciation

on

investments

.............................................................

210

Net

realized

(gain)

loss

from

investments

..............................................................................

(58)

(Increase)

decrease

in

dividends

and

interest

receivable

....................................................................

(57)

(Increase)

decrease

in

investment

securities

sold

.........................................................................

(713)

Increase

(decrease)

in

accrued

fees,

expenses,

and

expense

reimbursement

from

Manager

...........................................

86

Increase

(decrease)

in

investment

securities

purchased

....................................................................

614

Increase

(decrease)

in

unrealized

loss

on

unfunded

commitments

.............................................................

22

Net

cash used

in

operating

activities

(46,740)

Cash

Flows

from

Financing

Activities:

Proceeds

from

shares

sold

.........................................................................................

46,000

Proceeds

from

credit

facility

.......................................................................................

500

Net

cash provided

by

financing

activities

46,500

Net

decrease in

cash

.............................................................................................

(240)

Cash

and

foreign

currency:

Beginning

of

period

.............................................................................................

$

156

End

of

period

..................................................................................................

$

(84)

Supplemental

disclosure

of

cash

flow

information:

Reinvestment

of

dividends

and

distributions

...........................................................................

$

4,422

(a)

Period

from

June

3,

2024,

the

effective

date

of

the

Fund's

registration

statement

on

Form

N-2,

through

March

31,

2025.

See

Organization

in

Notes

to

Consolidated

Financial

Statements.

Notes

to

Consolidated

Financial

Statements

Principal

Private

Credit

Fund

I

March

31,

2025

9

1.

Organization

Principal

Private

Credit

Fund

I

(the

“Fund”)

is

registered

under

the

Investment

Company

Act

of

1940,

as

amended,

(the

“1940

Act”)

as

a

non-

diversified,

closed-end

management

investment

company.

The

Fund

was

organized

as

a

Delaware

limited

liability

company

on

December

1,

2023,

but

converted

itself

to

a

Delaware

statutory

trust

on

April

12,

2024.

As

a

statutory

trust,

the

Fund

operates

pursuant

to

an

Agreement

and

Declaration

of

Trust

and

is

governed

by

the

State

of

Delaware.

The

U.S.

Securities

and

Exchange

Commission

declared

the

Fund’s

registration

statement

on

Form

N-2

effective

on

June

3,

2024.

The

Fund

had

net

assets

of

$41,835,000

resulting

from

operations

prior

the

effective

date

of

the

Fund’s

registration

statement.

The

Fund

continuously

offers

three

classes

of

shares:

Class

A,

Class

Y,

and

Institutional

Class.

Principal

Global

Investors,

LLC

(the

“Manager”)

serves

as

the

Fund’s

investment

advisor.

Principal

Private

Credit

Fund

I

(Corp

Blocker),

LLC

(the

“Domestic

Subsidiary”)

and

Principal

Private

Credit

Fund

(SPV),

LLC

(the

“SPV”)

are

Delaware

limited

liability

companies

that

were

formed

on

April

23,

2024

and

September

13,

2024,

respectively.

The

Domestic

Subsidiary

and

the

SPV

are

wholly-owned

subsidiaries

of

the

Fund

and

are

consolidated

in

these

consolidated

financial

statements

commencing

from

the

dates

of

their

respective

formation.

The

Fund

is

structured

as

an

interval

fund,

meaning

it

conducts

quarterly

repurchase

offers

of

no

less

than

5%

and

no

more

than

25%

of

the

Fund’s

outstanding

shares

at

net

asset

value.

Repurchase

offers

of

more

than

5%

are

made

solely

at

the

discretion

of

the

Fund’s

Board

of

Trustees

(the

“Board”),

and

investors

should

not

rely

on

any

expectation

of

repurchase

offers

being

made

in

excess

of

5%.

Investors

should

consider

the

Fund’s

shares

illiquid.

The

Fund’s

shares

are

not

listed

on

any

national

securities

exchange

and

are

not

publicly

traded.

There

is

currently

no

secondary

market

for

the

shares,

and

the

Fund

expects

that

no

secondary

market

will

develop.

An

unlimited

number

of

shares

has

been

authorized

under

the

Agreement

and

Declaration

of

Trust.

Only

eligible

purchasers

can

buy

shares

of

the

Fund

in

that

share

class.

The

Manager

and

Principal

Funds

Distributor,

Inc.

(the

“Distributor”)

(an

affiliate

of

the

Manager),

the

principal

distributor

of

the

Fund,

reserve

the

right

to

broaden,

limit,

and

change

the

designation

of

eligible

purchasers

without

notice.

Shares

of

the

Fund

are

only

sold

in

U.S.

jurisdictions.

Subject

to

eligibility

and

minimum

initial

investment

requirements,

shares

of

the

Fund

may

be

purchased

directly

or

through

intermediary

organizations,

such

as

broker-dealers,

insurance

companies,

plan

sponsors,

third

party

administrators,

and

retirement

plans.

Minimum

initial

investment

requirements

are

$25,000

for

Class

A

shares

and

$100,000

for

Class

Y

and

Institutional

Class

shares.

The

Fund

is

an

investment

company

and

applies

specialized

accounting

and

reporting

under

Accounting

Standards

Codification

Topic

946,

Financial

Services

-

Investment

Companies

.

The

Fund

has

not

provided

financial

support

and

is

not

contractually

required

to

provide

financial

support

to

any

investee.

All

classes

of

shares

of

the

Fund

represent

interests

in

the

same

portfolio

of

investments

and

will

vote

together

as

a

single

class

except

where

otherwise

required

by

law

or

as

determined

by

the

Board.

In

addition,

the

Board

declares

separate

dividends

on

each

class

of

shares.

The

Fund

may

offer

additional

classes

of

shares

in

the

future.

2.

Significant

Accounting

Policies

The

preparation

of

consolidated

financial

statements

in

conformity

with

U.S.

generally

accepted

accounting

principles

(“U.S.

GAAP”)

requires

management

to

make

estimates

and

assumptions

that

affect

the

reported

amounts

of

assets

and

liabilities

and

disclosure

of

contingent

assets

and

liabilities

at

the

date

of

the

consolidated

financial

statements

and

the

reported

amounts

of

revenues

and

expenses

during

the

reporting

period.

Actual

results

could

differ

from

those

estimates.

The

following

summarizes

the

significant

accounting

policies

of

the

Fund:

Security

Valuation.

The

Fund

values

securities

for

which

market

quotations

are

readily

available

at

fair

value,

which

is

determined

using

the

last

reported

sale

price.

If

no

sales

are

reported,

as

is

regularly

the

case

for

some

securities

traded

over-the-counter,

securities

are

valued

using

the

last

reported

bid

price

or

an

evaluated

bid

price

provided

by

a

pricing

service.

Pricing

services

use

modeling

techniques

that

incorporate

security

characteristics

such

as

current

quotations

by

broker/dealers,

coupon,

maturity,

quality,

type

of

issue,

trading

characteristics,

other

yield

and

risk

factors,

and

other

market

conditions

to

determine

an

evaluated

bid

price.

When

reliable

market

quotations

are

not

considered

to

be

readily

available,

which

may

be

the

case,

for

example,

with

respect

to

restricted

securities,

certain

debt

securities,

preferred

stocks,

and

foreign

securities,

the

investments

are

valued

at

their

fair

value

as

determined

in

good

faith

by

the

Manager

under

procedures

established

and

periodically

reviewed

by

the

Board.

The

Fund

invests

in

other

publicly

traded

investment

funds

which

are

valued

at

the

respective

fund’s

net

asset

value.

The

value

of

foreign

securities

used

in

computing

the

net

asset

value

per

share

is

generally

determined

as

of

the

close

of

the

foreign

exchange

where

the

security

is

principally

traded.

Events

that

occur

after

the

close

of

the

applicable

foreign

market

or

exchange

but

prior

to

the

calculation

of

the

Fund’s

net

asset

values

are

reflected

in

the

Fund’s

net

asset

values

and

these

securities

are

valued

at

fair

value.

Many

factors,

provided

by

Notes

to

Consolidated

Financial

Statements

Principal

Private

Credit

Fund

I

March

31,

2025

10

independent

pricing

services,

are

reviewed

in

the

course

of

making

a

good

faith

determination

of

a

security’s

fair

value,

including,

but

not

limited

to,

price

movements

in

American

depository

receipts

(“ADRs”),

futures

contracts,

industry

indices,

general

indices,

and

foreign

currencies.

To

the

extent

the

Fund

invests

in

foreign

securities

listed

on

foreign

exchanges

which

trade

on

days

on

which

the

Fund

does

not

determine

net

asset

values,

for

example

weekends

and

other

customary

national

U.S.

holidays,

the

Fund’s

net

asset

values

could

be

significantly

affected

on

days

when

shareholders

cannot

purchase

or

redeem

shares.

Certain

securities

issued

by

companies

in

emerging

market

countries

may

have

more

than

one

quoted

valuation

at

any

given

point

in

time,

sometimes

referred

to

as

a

“local”

price

and

a

“premium”

price.

The

premium

price

is

often

a

negotiated

price,

which

may

not

consistently

represent

a

price

at

which

a

specific

transaction

can

be

effected.

It

is

the

policy

of

the

Fund

to

value

such

securities

at

prices

at

which

it

is

expected

those

shares

may

be

sold,

and

the

Manager

or

any

sub-advisor

is

authorized

to

make

such

determinations

subject

to

such

oversight

by

the

Board

as

may

occasionally

be

necessary.

Income

and

Investment

Transactions.

The

Fund

records

investment

transactions

on

a

trade

date

basis.

Trade

date

for

senior

floating

rate

interests

purchased

in

the

primary

market

is

considered

the

date

on

which

the

loan

allocations

are

determined.

Trade

date

for

senior

floating

rate

interests

purchased

in

the

secondary

market

is

the

date

on

which

the

transaction

is

entered

into.

The

identified

cost

basis

has

been

used

in

determining

the

net

realized

gain

or

loss

from

investment

transactions

and

unrealized

appreciation

or

depreciation

of

investments.

The

Fund

records

dividend

income

on

the

ex-dividend

date,

except

dividend

income

from

foreign

securities

whereby

the

ex-dividend

date

has

passed;

such

dividends

are

recorded

as

soon

as

the

Fund

is

informed

of

the

ex-dividend

date.

Interest

income

is

recognized

on

an

accrual

basis.

Discounts

and

premiums

on

securities

are

accreted/amortized,

respectively,

on

the

level

yield

method

over

the

expected

lives

of

the

respective

securities.

Callable

debt

securities

purchased

at

a

premium

are

amortized

to

the

earliest

call

date

and

to

the

callable

amount,

if

other

than

par.

The

Fund

allocates

all

income

and

realized

and

unrealized

gains

or

losses

on

a

daily

basis

to

each

class

of

shares

based

upon

the

relative

proportion

of

the

value

of

shares

outstanding

of

each

class.

Expenses.

Expenses

directly

attributed

to

the

Fund

are

charged

to

the

Fund.

Other

expenses

not

directly

attributed

to

the

Fund

are

apportioned

among

the

registered

investment

companies

managed

by

the

Manager.

Management

fees

are

allocated

daily

to

each

class

of

shares

based

upon

the

relative

proportion

of

the

value

of

shares

outstanding

of

each

class.

Expenses

specifically

attributable

to

a

particular

class

are

charged

directly

to

such

class

and

are

included

separately

in

the

consolidated

statement

of

operations.

Dividends

and

Distributions

to

Shareholders.

Dividends

and

distributions

to

shareholders

of

the

Fund

are

recorded

on

the

ex-dividend

date.

Dividends

and

distributions

to

shareholders

from

net

investment

income

and

net

realized

gain

from

investments

are

determined

in

accordance

with

federal

tax

regulations,

which

may

differ

from

U.S.

GAAP.

These

differences

are

primarily

due

to

differing

treatments

for

foreign

currency

transactions

and

paydowns.

Permanent

book

and

tax

basis

differences

are

reclassified

within

the

capital

accounts

based

on

federal

tax-basis

treatment;

temporary

differences

do

not

require

reclassification.

To

the

extent

dividends

and

distributions

exceed

current

and

accumulated

earnings

and

profits

for

federal

income

tax

purposes,

they

are

reported

as

return

of

capital

distributions.

Basis

for

Consolidation.

The

Fund

may

invest

up

to

25%

of its

total

net

assets

the

Domestic

Subsidiary.

The Fund is

the

sole

shareholder

of

the

Domestic

Subsidiary,

and

shares

of

the Domestic

Subsidiary will

not

be

sold

or

offered

to

other

investors.

To

the

extent

that

the

Fund

invests

in

the

Domestic

Subsidiary, it

will

be

subject

to

the

particular

risks

associated

with

the

Domestic

Subsidiary's

investments,

which

are

discussed

in

the

applicable

Prospectus

and

Statement

of

Additional

Information.

The

principal

purpose

of

investing

in

the

Domestic

Subsidiary

is

to

allow

the

Fund

to

gain

exposure

to equity

assets within

the

limitations

of

federal

tax

laws

applicable

to

regulated

investment

companies. 

The

Domestic

Subsidiary

has

elected

to

be

treated

as

a

C-corporation

for

federal

income

tax

purposes.

The

Domestic

Subsidiary

files

federal

and

state

tax

returns.  All

income

and

losses

are

included

on

the

Domestic

Subsidiary

tax

return. 

The

Fund

may

borrow

for

investment

purposes,

to

meet

repurchase

requests

and

for

temporary,

extraordinary,

or

emergency

purposes

through

the

SPV. 

The

Fund's

investment

portfolio

has

been

consolidated

and

includes

the

portfolio

holdings

of the

Fund,

the

Domestic

Subsidiary,

and

the

SPV

as

noted

on

the

consolidated

schedule

of

investments.

The

consolidated

financial

statements

for the

Fund include

the

accounts

of the

Fund,

the

Domestic

Subsidiary,

and

the

SPV.

All

intercompany

transactions

and

balances

have

been

eliminated

in

consolidation.

At March

31,

2025,

the

net

assets

of

the

Domestic

Subsidiary

were

$167,000

which

represent

0.18%

of

the

Fund's

consolidated

net

assets.

At March

31,

2025,

the

net

assets

of

the

SPV

were

$38,552,000

which

represent

41.83%

of

the

Fund's

consolidated

net

assets.

2.

Significant

Accounting

Policies

(continued)

Notes

to

Consolidated

Financial

Statements

Principal

Private

Credit

Fund

I

March

31,

2025

11

Federal

Income

Taxes.

No

provision

for

federal

income

taxes

is

considered

necessary

because

the

Fund

intends

to

qualify

as

a

“regulated

investment

company”

under

the

Internal

Revenue

Code

and

intends

to

distribute

each

year

substantially

all

of

its

net

investment

income

and

realized

capital

gains

to

shareholders

from

June

3,

2024,

the

effective

date

of

the

Fund’s

registration

statement

on

Form

N-2,

onward.

Management

evaluates

tax

positions

taken

or

expected

to

be

taken

in

the

course

of

preparing

the

Fund’s

tax

returns

to

determine

whether

it

is

“more

likely

than

not”

that

each

tax

position

would

be

sustained

upon

examination

by

a

taxing

authority

based

on

the

technical

merits

of

the

position.

Tax

positions

not

deemed

to

meet

the

“more

likely

than

not”

threshold

would

be

recorded

as

a

tax

benefit

or

expense

in

the

current

year.

The

Fund

recognizes

interest

and

penalties,

if

any,

related

to

unrecognized

tax

positions

as

tax

expense

on

the

consolidated

statements

of

operations.

During

the

period

ended

March

31,

2025,

the

Fund

did

not

record

any

such

tax

benefit

or

expense

in

the

accompanying

consolidated

financial

statements.

The

statute

of

limitations

remains

open

for

the

last

three

years,

once

a

return

is

filed.

No

examinations

are

in

progress

at

this

time.

The

Domestic

Subsidiary

may

be

subject

to

taxes.

For

the

current

period,

there

was

no

tax

liability

associated

with

the

Domestic

Subsidiary.

The

SPV

is

a

disregarded

entity

for

tax

purposes

and

is

consolidated

with

the

tax

return

of

the

Fund.

Foreign

Taxes.

The

Fund

may

be

subject

to

foreign

income

taxes

imposed

by

certain

countries

in

which

it

invests.

Foreign

income

taxes

are

accrued

by

the

Fund

as

a

reduction

of

income.

This

amount

is

shown

as

withholding

tax

on

the

consolidated

statement

of

operations.

Recent

Accounting

Pronouncements.

In

December

2023,

the

FASB

issued

ASU

No.

2023-09

Income

Taxes

(Topic

740);

Improvements

to

Income

Tax

Disclosures,

which

enhances

the

transparency

and

decision

usefulness

of

income

tax

disclosures

primarily

related

to

rate

reconciliation,

disaggregation

of

income

taxes

paid,

and

other

income

tax-related

disclosures.

The

ASU

is

effective

for

annual

periods

beginning

after

December

15,

2024.

Management

is

currently

evaluating

the

impact

of

applying

the

ASU

to

the

Fund’s

consolidated

financial

statements. 

3.

Operating

Policies

Borrowing.

The

Fund

is

permitted

to

incur

indebtedness

to

the

extent

that

the

Fund's

asset

coverage

with

respect

to

its

outstanding

senior

securities

representing

indebtedness,

as

defined

under

the

1940

Act,

is

at

least

300%

immediately

after

each

such

borrowing.

The

use

of

borrowing

for

investment

purposes

increases

both

investment

opportunity

and

investment

risk.

The

SPV

intends

to

borrow

money

through

a

credit

facility,

which

allows

a

borrowing

commitment

amount

of

up

to

$20

million

($30

million

uncommitted).

The

credit

facility

is

effective

December

17,

2024

and

matures

December

17,

2029.

Interest

is

charged

at

an

annual

rate

equal

to

daily

Secured

Overnight

Financing

Rate

(“SOFR”)

plus

an

applicable

spread

of

2.65%.

The

interest

expense

along

with

non-usage

fees,

collateral

administrator

fees,

collateral

management

fees,

commitment

fees

and

legal

fees,

associated

with

the

credit

facility

is

included

in

credit

facility

fees

on

the

consolidated

statement

of

operations.

Commitment

fees

and

legal

fees

are

amortized

over

the

5

year

term

of

the

credit

facility.

The

SPV

has

pledged

investments

in

securities,

investment

proceeds

and

cash

as

collateral

for

borrowing

through

the

credit

facility.

As

of

March

31,

2025,

the

SPV

has

a

cash

balance

of

$71,000.

Securities

pledged

as

collateral

under

the

credit

facility

are

noted

in

the

consolidated

schedule

of

investments.

Any

outstanding

borrowing

as

of

period

ended

March

31,

2025

is

included

in

borrowing

on

the

consolidated

statements

of

assets

and

liabilities.

During

the

period

from

December

17,

2024,

effective

date

of

the

credit

facility,

through

March

31,

2025,

the

Fund’s

borrowings

against

the

credit

facility

were

as

follows

(amounts

in

thousands):

Cross

Trades.

The

Fund

may

engage

in

cross

trades.

A

cross

trade

is

a

purchase

or

sale

transaction

between

affiliated

portfolios

executed

directly

or

through

an

intermediary.

Registered

investment

companies

and

other

managed

portfolios

may

be

considered

affiliated

if

they

have

a

common

investment

advisor,

so

a

registered

investment

company

may

be

considered

affiliated

with

any

portfolio

for

which

the

Fund's

sub-advisor

acts

as

an

investment

advisor.

Such

transactions

are

permissible

provided

that

the

conditions

of

Rule

17a-7

under

the

1940

Act

are

satisfied.

For

the

period

 ended

March

31,

2025

,

the

Fund

did

not

engage

in

cross

trades.

Illiquid

Securities.

Illiquid

securities

generally

cannot

be

sold

or

disposed

of

in

the

ordinary

course

of

business

(within

seven

calendar

days)

at

approximately

the

value

at

which

the

Fund

has

valued

the

investments.

This

may

have

an

adverse

effect

on

the

Fund’s

ability

to

dispose

of

particular

illiquid

securities

at

fair

value

and

may

limit

the

Fund’s

ability

to

obtain

accurate

market

quotations

for

purposes

of

valuing

the

securities. 

Average

Daily

Amount

Borrowed

Weighted

Average

Annual

Interest

Rate

Principal

Private

Credit

Fund

I

$

129

6.97

%

2.

Significant

Accounting

Policies

(continued)

Notes

to

Consolidated

Financial

Statements

Principal

Private

Credit

Fund

I

March

31,

2025

12

Indemnification.

Under

the

Fund’s

by-laws,

present

and

past

officers,

trustees,

and

employees

are

indemnified

against

certain

liabilities

arising

out

of

the

performance

of

their

duties.

In

addition,

in

the

normal

course

of

business,

the

Fund

may

enter

into

a

variety

of

contracts

that

may

contain

representations

and

warranties

which

provide

general

indemnifications.

The

Fund’s

maximum

exposure

under

these

arrangements

is

unknown,

as

this

would

involve

future

claims

that

may

be

made

against

the

Fund.

Operating

Segments.

An

operating

segment

is

defined

in

ASC

Topic

280,

Segment

Reporting,

as

a

component

of

a

public

entity

that

engages

in

business

activities

from

which

it

may

recognize

revenues

and

incur

expenses,

has

operating

results

that

are

regularly

reviewed

by

the

public

entity’s

chief

operating

decision

maker

("CODM")

to

make

decisions

about

resources

to

be

allocated

to

the

segment

and

assess

its

performance,

and

has

discrete

financial

information

available. Committees

and

working

groups

within

Management

under

the

direction

of

the

President

act

as

the

Fund’s

CODM.

The

Fund

represents

a

single

operating

segment.

The

CODM

monitors

the

operating

results

of

the

Fund

as

a

whole

and

the

Fund’s

strategic

asset

allocation

to

ensure

compliance

with

the defined

investment

strategy

executed

by

the

Fund’s

portfolio

managers

as

a

team.

The

types

of

investments

from

which

the

Fund

generates

its

returns

are

reflected

on

the

schedule

of

investments.

The

financial

information

provided

to

and

reviewed

by

the

CODM

is

consistent

with

that

presented

in

the

consolidated

statement

of

operations

and

financial

highlights.

The

measures

shown

within

these

statements

including

net

investment

income

(loss),

total

return,

and

ratio

of

expenses

to

average

net

assets

are

used

by

the

CODM

to

assess

the

segment’s

performance

versus

the

Fund’s

comparative

benchmark

and

investment

objectives,

and

to

make

resource

allocation

decisions

for

the

Fund’s

single

segment.

Segment

assets

are

reported

on

the

consolidated

statement

of

assets

and

liabilities

as

total

assets.

Restricted

Securities.

The

Fund

may

invest

in

securities

that

are

subject

to

legal

or

contractual

restrictions

on

resale.

These

securities

generally

may

be

resold

in

transactions

exempt

from

registration

or

to

the

public

if

the

securities

are

registered.

Disposal

of

these

securities

may

involve

time-consuming

negotiations

and

expense,

and

prompt

sale

at

an

acceptable

price

may

be

difficult. 

Senior

Floating

Rate

Interests.

The

Funds

may

invest

in

senior

floating

rate

interests

(bank

loans).

Senior

floating

rate

interests

typically hold

the

most

senior

position

in

the

capital

structure

of

a

business

entity

(the

“Borrower”),

and

are

secured

by

specific

collateral

and

have

a

claim

on

the

assets

and/or

stock

of

the

Borrower

that

is

senior

to

that

held

by

subordinated

debtholders

and

stockholders

of

the

Borrower.

Senior

floating

rate

interests

are

typically

structured

and

administered

by

a

financial

institution

that

acts

as

the

agent

of

the

lenders

participating

in

the

senior

floating

rate

interest.

Borrowers

of

senior

floating

rate

interests

are

typically

rated

below-investment-grade,

which

means

they

are

more

likely

to

default

than

investment-grade

loans.

A

default

could

lead

to

non-payment

of

income

which

would

result

in

a

reduction

of

income

to

the

fund

and

there

can

be

no

assurance

that

the

liquidation

of

any

collateral

would

satisfy

the

Borrower’s

obligation

in

the

event

of

non-payment

of

scheduled

interest

or

principal

payments,

or

that

such

collateral

could

be

readily

liquidated.

Senior

floating

rate

interests

pay

interest

at

rates

which

are

periodically

reset

by

reference

to

a

base

lending

rate

plus

a

spread.

These

base

lending

rates

are

generally

the

prime

rate

offered

by

a

designated

U.S.

bank,

SOFR,

or

a similar reference

rate.

Senior

floating

rate

interests

generally

are

subject

to

mandatory

and/or

optional

prepayment.

Because

of

these

mandatory

prepayment

conditions

and

because

there

may

be

significant

economic

incentives

for

the

Borrower

to

repay,

prepayments

of

senior

floating

rate

interests

may

occur.

As

a

result,

the

actual

remaining

maturity

of

senior

floating

rate

interests

may

be

substantially

less

than

stated

maturities

shown

in

the

schedules

of

investments.

In

connection

with

the

senior

floating

rate

interests,

the

Funds

may

also

enter

into

unfunded

loan

commitments.

All

or

a

portion

of

the

loan

commitments

may

be

unfunded.

The

Funds

are

obligated

to

fund

these

loan

commitments

at

the

Borrower’s

discretion.

Therefore,

the

Funds

must

have

funds

sufficient

to

cover their

contractual

obligation.

Unfunded

loan

commitments

are

marked

to

market

daily

and

the

unrealized

gain

or

loss

is

shown

as

a

separate

line

item

called

unrealized

gain

or

loss

on

unfunded

commitments

on

the

consolidated

statement

of

assets

and

liabilities

and

included

in

the

net

change

in

unrealized

appreciation/(depreciation)

of

investments

on

the

consolidated

statement

of

operations,

as

applicable.

As

of

year

end,

the

unfunded

loan

commitments

are

categorized

as

Level

2

within

the

disclosure

hierarchy.

As

of

March

31,

2025,

the

Funds

had

unfunded

loan

commitments

as

follows

(amounts

in

thousands):

4.

Fair

Valuation

Fair

value

is

defined

as

the

price

that

the

Fund

would

receive

upon

selling

a

security

or

transferring

a

liability

in

a

timely

transaction

to

an

independent

buyer

in

the

principal

or

most

advantageous

market

of

the

security

at

the

measurement

date.

In

determining

fair

value,

the

Fund

may

use

one

or

more

of

the

following

approaches:

market,

income,

and/or

cost.

A

hierarchy

for

inputs

is

used

in

measuring

fair

value

that

maximizes

the

use

of

observable

inputs

and

minimizes

the

use

of

unobservable

inputs

by

requiring

that

the

most

observable

inputs

be

used

when

available.

Unfunded

Loan

Commitment

Net

Unrealized

Gain/(Loss)

Principal

Private

Credit

Fund

I

$

14,162

$

(2

2

)

3.

Operating

Policies

(continued)

Notes

to

Consolidated

Financial

Statements

Principal

Private

Credit

Fund

I

March

31,

2025

13

Observable

inputs

are

inputs

that

reflect

the

assumptions

market

participants

would

use

in

pricing

the

asset

or

liability

developed

based

on

market

data

obtained

from

sources

independent

of

the

Fund.

Unobservable

inputs

are

inputs

that

reflect

the

Fund’s

own

estimates

about

the

estimates

market

participants

would

use

in

pricing

the

asset

or

liability

developed

based

on

the

best

information

available

in

the

circumstances.

The

three-tier

hierarchy

of

inputs

is

summarized

in

the

three

broad

levels

listed

below.

Level

1

–

Quoted

prices

are

available

in

active

markets

for

identical

securities

as

of

the

reporting

date.

Investments

which

are

generally

included

in

this

category

include

listed

equities

and

exchange-traded

derivatives.

Level

2

–

Other

significant

observable

inputs

(including

quoted

prices

for

similar

investments,

interest

rates,

prepayment

speeds,

credit

risk,

etc.).

Investments

which

are

generally

included

in

this

category

include

certain

foreign

equities,

corporate

bonds,

municipal

bonds,

OTC

derivatives,

exchange

cleared

derivatives,

senior

floating

rate

interests,

repurchase

agreements,

and

U.S.

Government

and

Government

Agency

Obligations.

Level

3

–

Significant

unobservable

inputs

(including

the

Fund’s

assumptions

in

determining

the

fair

value

of

investments).

Investments

which

are

generally

included

in

this

category

include

certain

common

stocks,

convertible

preferred

stocks,

corporate

bonds,

preferred

stocks,

privately-

held

entities,

or

senior

floating

rate

interests.

The

availability

of

observable

inputs

can

vary

from

security

to

security

and

is

affected

by

a

wide

variety

of

factors,

including,

for

example,

the

type

of

security,

whether

the

security

is

new

and

not

yet

established

in

the

market

place,

and

other

characteristics

particular

to

the

transaction.

To

the

extent

that

valuation

is

based

on

models

or

inputs

that

are

less

observable

or

unobservable

in

the

market,

the

determination

of

fair

value

requires

more

judgment.

Accordingly,

the

degree

of

judgment

exercised

by

the

Fund

in

determining

fair

value

is

greatest

for

instruments

categorized

in

Level

3.

In

certain

cases,

the

inputs

used

to

measure

fair

value

may

fall

into

different

levels

of

the

fair

value

hierarchy.

In

such

cases,

for

disclosure

purposes,

the

level

in

the

fair

value

hierarchy

within

which

the

fair

value

measurement

in

its

entirety

falls

is

determined

based

on

the

lowest

level

input

that

is

significant

to

the

fair

value

measurement

in

its

entirety.

Fair

value

is

a

market-based

measure

considered

from

the

perspective

of

a

market

participant

who

holds

the

asset

rather

than

an

entity

specific

measure.

Therefore,

even

when

market

assumptions

are

not

readily

available,

the

Fund’s

own

assumptions

are

set

to

reflect

those

that

market

participants

would

use

in

pricing

the

asset

or

liability

at

the

measurement

date.

The

Fund

uses

prices

and

inputs

that

are

current

as

of

the

measurement

date,

when

available.

Investments

which

are

included

in

the

Level

3

category

may

be

valued

using

quoted

prices

from

brokers

and

dealers

participating

in

the

market

for

these

investments.

These

investments

are

classified

as

Level

3

investments

due

to

the

lack

of

market

transparency

and

market

corroboration

to

support

these

quoted

prices.

Valuation

models

may

be

used

as

the

pricing

source

for

other

investments

classified

as

Level

3.

Valuation

models

rely

on

one

or

more

significant

unobservable

inputs

such

as:

yield

to

maturity,

EBITDA

multiples,

discount

rates,

available

cash,

or

direct

offering

price.

Significant

increases

in

yield

to

maturity,

EBITDA

multiples,

available

cash,

or

direct

offering

price

would

have

resulted

in

significantly

higher

fair

value

measurements.

A

significant

increase

in

discount

rates

would

have

resulted

in

a

significantly

lower

fair

value

measurement.

Benchmark

pricing

procedures

set

the

base

price

of

a

security

based

on

current

market

data.

The

base

price

may

be

a

broker-dealer

quote,

transaction

price,

or

internal

value

based

on

relevant

market

data.

The

fair

values

of

these

securities

are

dependent

on

economic,

political,

and

other

considerations.

The

values

of

such

securities

may

be

affected

by

significant

changes

in

the

economic

conditions,

changes

in

government

policies,

and

other

factors

(e.g.,

natural

disasters,

pandemics,

accidents,

conflicts,

etc.).

The

inputs

or

methodology

used

for

valuing

securities

are

not

necessarily

an

indication

of

the

risk

associated

with

investing

in

those

instruments.

The

following

is

a

summary

of

the

inputs

used

as

of

March

31,

2025

in

valuing

the

Fund’s

securities

carried

at

fair

value

(amounts

in

thousands):

Fund

Level

1

-

Quoted

Prices

Level

2

-

Other

Significant

Observable

Inputs

Level

3

-

Significant

Unobservable

Inputs

Totals

(Level

1,2,3)

Principal

Private

Credit

Fund

I

Bonds*

$

—

$

6,776

$

—

$

6,776

Common

Stocks

Consumer,

Non-cyclical

—

—

39

39

4.

Fair

Valuation

(continued)

Notes

to

Consolidated

Financial

Statements

Principal

Private

Credit

Fund

I

March

31,

2025

14

*For

additional

detail

regarding

sector

and/or

sub-industry

classifications,

please

see

the

schedule

of

investments

Certain

detailed

information

is

provided

for

those

Funds

with

significant

investments

in

Level

3

securities.

Quantitative

information

about

the

significant

unobservable

inputs

used

in

the

fair

value

measurements

categorized

within

Level

3

of

the

fair

value

hierarchy

is

as

follows

(amounts

in

thousands):

*Unobservable

inputs

were

weighted

by

the

relative

fair

value

of

the

instruments

For

the

period

from

June

3,

2024,

the

effective

date

of

the

Fund’s

registration

statement

on

Form

N-2,

through

March

31,

2025,

the

changes

in

investments

measured

at

fair

value

for

which

Level

3

inputs

have

been

used

to

determine

fair

value

are

as

follows

(amounts

in

thousands):

*Securities

are

transferred

into

Level

3

for

a

variety

of

reasons

including,

but

not

limited

to:

1.

Securities

where

trading

has

been

halted

2.

Securities

that

have

certain

restrictions

on

trading

3.

Instances

in

which

a

security

is

not

priced

by

a

pricing

service

**Securities

are

transferred

out

of

Level

3

for

a

variety

of

reasons

including,

but

not

limited

to:

1.

Securities

where

trading

resumes

2.

Securities

where

trading

restrictions

have

expired

3.

Instances

in

which

a

price

becomes

available

from

a

pricing

service

5.

Management

Agreement

and

Transactions

with

Affiliates

Management

Services.

The

Manager,

subject

to

the

supervision

of

the

Board,

is

responsible

for

the

investment

management

of

the

Fund.

The

Manager

serves

as

investment

advisor

to

the

Fund

pursuant

to

a

management

agreement

and

administration

agreement

(collectively

“Investment

Advisory

Agreements”).

The

Manager

is

responsible

for

providing

continuous

supervision

of

the

investment

portfolio

of

the

Fund

as

well

as

certain

administrative

functions

to

the

Fund.

Fund

Level

1

-

Quoted

Prices

Level

2

-

Other

Significant

Observable

Inputs

Level

3

-

Significant

Unobservable

Inputs

Totals

(Level

1,2,3)

Principal

Private

Credit

Fund

I

(continued)

Common

Stocks

(continued)

Industrial

$

—

$

—

$

100

$

100

Technology

—

—

22

22

Investment

Companies*

2,448

—

—

2,448

Preferred

Stocks

Consumer,

Non-cyclical

—

—

38

38

Senior

Floating

Rate

Interests*

—

12,686

70,110

82,796

Total

investments

in

securities

$

2,448

$

19,462

$

70,309

$

92,219

Fund

Asset

Type

Fair

Value

as

of

March

31,

2025

Valuation

Technique

Unobservable

Input

Input

Valuations

(weighted

average)*

Impact

to

valuation

if

input

had

increased

Principal

Private

Credit

Fund

I

Senior

Floating

Rate

Interests

$70,110

Discounted

Cash

Flow

Discount

Rate

4.6%-8.3%

(5.9%)

Decrease

Common

Stock

139

Recent

Transaction

Transaction

Price

$0.0-$2,300

($870.8)

Increase

22

Market

Comparables

EV/LTM

Revenue

9.7x

Increase

Movement

of

Median

Multiples

50%

Increase

Preferred

Stock

38

Market

Comparables

EV/LTM

Revenue

12.80x

Increase

Movement

of

Median

Mulitples

50%

Increase

Total

$

70,309

Fund

Value

prior

to

June

3,

2024

Realized

Gain/

(Loss)

Accrued

Discounts/

Premiums

and

Change

in

Unrealized

Gain/

(Loss)

Purchases

Proceeds

from

Sales

Transfers

into

Level

3*

Transfers

Out

of

Level

3**

Value

as

of

March

31,

2025

Net

Change

in

Unrealized

Appreciation/

(Depreciation)

on

Investments

held

at

March

31,

2025

Principal

Private

Credit

Fund

I

Senior

Floating

Rate

Interests

$

36,461

$

134

$

197

$

74,102

$

(40,784)

$

—

$

—

$

70,110

$

192

Common

Stock

—

—

2

159

—

—

—

161

2

Preferred

Stock

—

—

(1)

39

—

—

—

38

(1)

Total

$

36,461

$

134

$

198

$74,300

$

(40,784)

$

—

$

—

$

70,309

$

193

4.

Fair

Valuation

(continued)

Notes

to

Consolidated

Financial

Statements

Principal

Private

Credit

Fund

I

March

31,

2025

15

For

the

services

provided

to

the

Fund

under

the

Investment

Advisory

Agreements,

the

Fund

pays

the

Manager

fees

based

on

a

percentage

of

the

Fund’s

average

daily

net

assets.

From

time

to

time,

the

Manager

may

waive

all

or

a

portion

of

its

fee.

The

management

fee

is

1.25%

and

the

administration

fee

is

0.10%

on

all

assets

(expressed

as

a

percentage

of

average

daily

net

assets).

The

Manager

has

contractually

agreed

to

limit

the

Fund's

expenses

(excluding

incentive

fees,

interest

expense

on

fund

borrowings

(but

including

other

expenses

associated

with

the

credit

facility),

expenses

related

to

fund

investments,

acquired

fund

fees

and

expenses,

tax

reclaim

recovery

expenses,

and

other

extraordinary

expenses).

The

reductions

and

reimbursements

are

in

amounts

that

maintain

total

operating

expenses

at

or

below

certain

limits.

The

limits

are

expressed

as

a

percentage

of

average

daily

net

assets

on

an

annualized

basis.

Any

amounts

outstanding

at

the

end

of

the

period

are

shown

as

an

expense

reimbursement

from

Manager

or

expense

reimbursement

to

Manager

on

the

consolidated

statement

of

assets

and

liabilities.

It

is

expected

that

the

expense

limits

will

continue

through

July

31,

2025;

however,

the

Fund

and

the

Manager,

the

parties

to

the

agreement,

may

mutually

agree

to

terminate

the

expense

limits

prior

to

July

31,

2025.

The

operating

expense

limits

are

as

follows:

Subject

to

applicable

expense

limits,

the

Fund

may

reimburse

the

Manager

for

expenses

incurred

during

the

current

fiscal

year

and

the

previous

two

fiscal

years.

All

organizational

expenses

of

the

Fund

will

be

borne

by

the

Fund.

As

of

March

31,

2025,

the

class

specific

reimbursements

subject

to

possible

future

recoupment

under

the

expense

limitation

agreement

were

as

follows

(amounts

in

thousands):

*Includes

reimbursements

prior

to

June

3,

2024,

the

effective

date

of

the

Fund’s

registration

statement

on

Form

N-2,

through

March

31,

2025.

Incentive

Fee

.

The

Incentive

Fee

is

calculated

daily

and

payable

to

the

Manager

quarterly

in

arrears

based

upon

the

Fund’s

“pre-incentive

fee

net

investment

income”

for

the

immediately

preceding

quarter,

and

is

subject

to

a

hurdle

rate,

expressed

as

a

rate

of

return

on

the

Fund’s

net

assets,

equal

to

the

greater

of

(x)

1.50%

per

quarter

(or

an

annualized

rate

of

6.00%),

or

(y)

the

sum

of

the

current

three-month

forward-looking

term

SOFR

(i.e.,

as

published

two-business

days

prior

to

the

commencement

of

the

applicable

quarter),

divided

by

four,

plus

0.75%

per

quarter

(the

“Hurdle

Rate”),

subject

to

a

“catch-up”

feature.

For

this

purpose,

“pre-incentive

fee

net

investment

income”

is

defined

as:

(i)

fund-level

book

interest

income,

dividend

income,

and

payment-in-kind

income

(and

not

including

amortization/accretion

or

income

generated

from

original

issue

discounts),

minus

(ii)

the

Fund’s

operating

expense

(which,

for

this

purpose,

shall

include

interest

payments

on

fund

borrowings

as

well

as

other

credit

facility

expenses,

and

shall

not

include

any

distributions

and/or

shareholder

servicing

fees,

expenses

related

to

fund

investments,

acquired

fund

fees

and

expenses,

tax

reclaim

recovery

expenses,

litigation,

and

other

extraordinary

expense,

any

class-level

specific

expenses,

or

Incentive

Fee)

for

the

quarter.

Net

assets

means

the

total

assets

of

the

Fund

minus

the

Fund’s

liabilities.

For

purposes

of

the

Incentive

Fee,

net

assets

are

calculated

using

the

quarter-to-date

average

net

assets

for

the

relevant

fiscal

quarter.

The

Hurdle

Rate

will

be

determined

at

the

beginning

of

each

applicable

quarter

and

will

remain

the

same

throughout

that

quarter.

In

the

event

that

SOFR

is

discontinued,

ceases

to

be

published

during

a

given

period,

or

is

otherwise

unavailable,

1.50%

will

be

used

as

the

Hurdle

Rate

for

the

applicable

quarter.

The

“catch-up”

provision

is

intended

to

provide

the

Manager

with

an

incentive

fee

of

15%

on

all

of

the

Fund’s

pre-incentive

fee

net

investment

income

when

the

Fund’s

pre-incentive

fee

net

investment

income

reaches

a

percentage

determined

based

upon

the

current

Hurdle

Rate

for

the

applicable

quarter.

For

the

period

from

June

3,

2024

to

March

31,

2025,

the

Fund

did

not

incur

incentive

fees.

Distribution

Fees.

The

Class

A

shares

of

the

Fund

bear

distribution

fees.

The

fees

are

computed

at

an

annual

rate

of

0.25%

of

the

average

daily

net

assets

attributable

to

Class

A

shares

of

the

Fund.

Distribution

fees

are

paid

to

the

Distributor

of

the

Fund.

A

portion

of

the

distribution

fees

may

be

paid

to

other

selling

dealers

for

providing

certain

services.

Chief

Compliance

Officer

Expenses.

The

Fund

pays

certain

expenses

associated

with

the

Chief

Compliance

Officer

(“CCO”).

This

expense

is

allocated

among

the

registered

investment

companies

managed

by

the

Manager

based

on

the

relative

net

assets

of

each

fund

and

is

shown

on

the

consolidated

statement

of

operations.

Share

Class

Operating

Expense

Limit

Expiration

Class

A

2.60%

July

31,

2025

Class

Y

2.10

%

July

31,

2025

Institutional

2.30

%

July

31,

2025

Share

Class

Expiring

March

31,

2027*

Class

A

$34

Class

Y

409

Institutional

34

5.

Management

Agreement

and

Transactions

with

Affiliates

(continued)

Notes

to

Consolidated

Financial

Statements

Principal

Private

Credit

Fund

I

March

31,

2025

16

Sales

Charges.

The

Distributor

retains

sales

charges

on

certain

sales

of

Class

A

shares

based

on

declining

rates

which

begin

at

5.75%.

For

the

period

ended

March

31,

2025,

there

were

no

sales

charges

retained

by

the

Distributor.

Affiliated

Ownership.

As

of

March

31,

2025,

Principal

Financial

Services

Inc.

and

Principal

Life

Insurance

Company

(each

an

affiliate

of

the

Manager)

owned

shares

of

the

Fund

as

follows

(amounts

of

shares

in

thousands):

6.

Investment

Transactions

For

the

period

ended

March

31,

2025,

the

cost

of

investment

securities

purchased

and

proceeds

from

investment

securities

sold

(not

including

short-term

investments)

by

the

Fund

were

as

follows

(amounts

in

thousands):

7.

Repurchase

Offers

The

Fund

has

a

fundamental

policy

to

make

quarterly

repurchase

offers

for

no

less

than

5%

and

not

more

than

25%

of

its

shares

at

a

price

equal

to

net

asset

value

per

share,

unless

suspended

or

postponed

in

accordance

with

regulatory

requirements,

and

that

each

quarterly

repurchase

pricing

share

occur

on

the

Repurchase

Pricing

Date,

the

date

that

will

be

used

to

determine

the

Fund’s

net

asset

value

per

share

applicable

to

the

repurchase.

The

Fund

will

make

quarterly

repurchase

offers

every

three

months,

in

the

following

months:

March,

June,

September,

and

December.

The

Fund

will

repurchase

shares

that

are

tendered

by

a

specific

date

(the

“Repurchase

Request

Deadline”),

which

will

be

established

by

the

Board

in

accordance

with

Rule

23c-3,

as

amended

from

time

to

time.

Rule

23c-3

requires

the

Repurchase

Request

Deadline

to

be

no

less

than

21

and

no

more

than

42

days

after

the

Fund

sends

notification

to

shareholders

of

the

repurchase

offer.

There

will

be

a

maximum

14

calendar

day

period,

or

the

next

business

day

if

the

14th

calendar

day

is

not

a

business

day,

between

the

Repurchase

Request

Deadline

and

the

Repurchase

Pricing

Date.

If

a

repurchase

offer

by

the

Fund

is

oversubscribed,

the

Fund

may

repurchase,

but

is

not

required

to

repurchase,

additional

shares

up

to

a

maximum

amount

of

2%

of

the

outstanding

shares

of

the

Fund.

If

the

Fund

determines

not

to

repurchase

additional

shares

beyond

the

repurchase

offer

amount,

or

if

shareholders

tender

an

amount

of

shares

greater

than

that

which

the

Fund

is

entitled

to

repurchase,

the

Fund

will

repurchase

the

shares

tendered

on

a

pro

rata

basis.

During

the

period

ended

March

31,

2025,

the

Fund

completed

no

quarterly

repurchase

offers.

8.

Federal

Tax

Information

Distributions

to

Shareholders.

The

federal

income

tax

character

of

the

distribution

paid

for

the

period

ended

March

31,

2025,

was

as

follows

(amounts

in

thousands):

For

U.S.

federal

income

tax

purposes,

short-term

capital

gain

distributions

are

considered

ordinary

income

distributions.

Distributable

Earnings.

As

of

March

31,

2025,

the

components

of

distributable

earnings

(accumulated

loss)

on

a

federal

tax

basis

were

as

follows

(amounts

in

thousands):

*Represents

book-to-tax

accounting

differences.

Class

A

Class

Y

Institutional

Principal

Private

Credit

Fund

I

1

8,999

1

Purchases

Sales

Principal

Private

Credit

Fund

I

$

62,2

12

$

8,860

Ordinary

Income

March

31,

2025

Principal

Private

Credit

Fund

I

$

4,422

Undistributed

Ordinary

Income

Undistributed

Long-Term

Capital

Gains

Accumulated

Losses

Net

Unrealized

Appreciation

(Depreciation)

Other

Temporary

Differences

*

Total

Accumulated

Earnings

(Deficit)

Principal

Private

Credit

Fund

I

$

78

$

—

$

—

$

(170)

$

—

$

(92)

5.

Management

Agreement

and

Transactions

with

Affiliates

(continued)

Notes

to

Consolidated

Financial

Statements

Principal

Private

Credit

Fund

I

March

31,

2025

17

Capital

Loss

Carryforwards.

For

federal

income

tax

purposes,

capital

loss

carryforwards

are

losses

that

can

be

used

to

offset

future

capital

gains

of

the

Fund.

As

of

March

31,

2025

,

the

Fund

had

no

capital

loss

carryforwards.

For

the

period

ended

March

31,

2025

,

the

Fund

did

not

utilize

capital

loss

carryforwards.

Late-Year

Losses.

A

regulated

investment

company

may

elect

to

treat

any

portion

of

its

qualified

late-year

loss

as

arising

on

the

first

day

of

the

next

taxable

year.

Qualified

late-year

losses

are

certain

capital

and

ordinary

losses

which

occur

during

the

portion

of

the

Fund’s

taxable

year

subsequent

to

October

31

and

December

31,

respectively.

As

of

March

31,

2025

,

the

Fund

does

not

plan

to

defer

any

late-year

losses.

Reclassification

of

Capital

Accounts.

The

Fund

may

record

reclassifications

in

its

capital

accounts.

These

reclassifications

have

no

impact

on

the

total

net

assets

of

the

Fund.

The

reclassifications

are

a

result

of

permanent

differences

between

U.S.

GAAP

and

tax

accounting.

Adjustments

are

made

to

reflect

the

impact

these

items

have

on

current

and

future

distributions

to

shareholders.

Therefore,

the

source

of

the

Fund’s

distributions

may

be

shown

in

the

accompanying

statement

of

changes

in

net

assets

as

from

net

investment

income

and

net

realized

gain

on

investments

or

from

tax

return

of

capital

depending

on

the

type

of

book

and

tax

differences

that

exist.

For

the

period

ended

March

31,

2025,

the

Fund

recorded

reclassifications

as

follows

(amounts

in

thousands):

Federal

Income

Tax

Basis.

As

of

March

31,

2025,

the

net

federal

income

tax

unrealized

appreciation

(depreciation)

and

federal

tax

cost

of

investments

and

unfunded

commitments

held

by

the

Fund

were

as

follows

(amounts

in

thousands):

9.

Subsequent

Events

Management

has

evaluated

events

and

transactions

that

have

occurred

through

the

date

the

consolidated

financial

statements

were

issued

that

would

merit

recognition

or

disclosure

in

the

consolidated

financial

statements.

There

were

no

items

requiring

adjustment

of

the

consolidated

financial

statements

or

additional

disclosure.

Total

Distributable

Earnings

(Accumulated

Loss)

Capital

Shares

and

Additional

Paid-in-Capital

Principal

Private

Credit

Fund

I

$

(696)

$

696

Unrealized

Appreciation

Unrealized

(Depreciation)

Net

Unrealized

Appreciation/

(Depreciation)

Cost

for

Federal

Income

Tax

Purposes

Principal

Private

Credit

Fund

I

$

311

$

(481)

$

(170)

$

92,367

8.

Federal

Tax

Information

(continued)

Consolidated

Schedule

of

Investments

Principal

Private

Credit

Fund

I

March

31,

2025

See

accompanying

notes.

18

INVESTMENT

COMPANIES

-

2.66%

Shares

Held

Value

(000's)

Money

Market

Funds

-

2.66%

Morgan

Stanley

Institutional

Liquidity

Funds

-

Government

Portfolio

-

Institutional

Class

4.27%

(a),(b),(c)

2,448,111‌

$

2,448‌

TOTAL

INVESTMENT

COMPANIES

$

2,448‌

COMMON

STOCKS

-

0.17%

Shares

Held

Value

(000's)

Commercial

Services

-

0.03%

CPS

Investors,

LP

(d),(e),(f)

309‌

$

31‌

Warrior

Ultimate

Holdings

LLC

(c),(d),(e),(f)

87‌

—‌

$

31‌

Cosmetics

&

Personal

Care

-

0.01%

CVS

Parent

Holdings,

LLC

(c),(d),(e),(f)

3‌

8‌

Electrical

Components

&

Equipment

-

0.09%

SENS

Intermediate

Holdings

LLC

(c),(d),(e),(f)

80‌

80‌

Engineering

&

Construction

-

0.02%

AKS

Engineering

Holdings,

LLC

(c),(d),(e),(f)

20‌

20‌

Enterprise

Software

&

Services

-

0.02%

Douglas

Top

Parent,

LLC.

(c),(d),(e),(f)

19,712‌

22‌

TOTAL

COMMON

STOCKS

$

161‌

PREFERRED

STOCKS

-

0.04%

Shares

Held

Value

(000's)

Commercial

Services

-

0.04%

Warrior

Ultimate

Holdings

LLC

0.00%

(c),(d),(e),(f)

394‌

$

38‌

TOTAL

PREFERRED

STOCKS

$

38‌

BONDS

-

7.35%

Principal

Amount

(000's)

Value

(000's)

Airlines

-

0.01%

OneSky

Flight

LLC

8.88%,

12/15/2029

(g)

$

5‌

$

5‌

Automobile

Parts

&

Equipment

-

0.81%

Dana

Inc

5.38%,

11/15/2027

750‌

742‌

Building

Materials

-

0.11%

AmeriTex

HoldCo

Intermediate

LLC

10.25%,

10/15/2028

(g)

95‌

98‌

Diversified

Financial

Services

-

0.53%

Credit

Acceptance

Corp

9.25%,

12/15/2028

(g)

335‌

355‌

OneMain

Finance

Corp

3.50%,

01/15/2027

135‌

129‌

$

484‌

Electric

-

0.34%

Clearway

Energy

Operating

LLC

4.75%,

03/15/2028

(g)

325‌

315‌

Entertainment

-

0.80%

Caesars

Entertainment

Inc

4.63%,

10/15/2029

(g)

815‌

749‌

Food

-

1.16%

B&G

Foods

Inc

8.00%,

09/15/2028

(g)

710‌

713‌

Chobani

LLC

/

Chobani

Finance

Corp

Inc

7.63%,

07/01/2029

(g)

320‌

329‌

Post

Holdings

Inc

5.50%,

12/15/2029

(g)

25‌

24‌

$

1,066‌

Forest

Products

&

Paper

-

0.02%

Mercer

International

Inc

12.88%,

10/01/2028

(g)

15‌

16‌

Media

-

0.79%

CCO

Holdings

LLC

/

CCO

Holdings

Capital

Corp

5.38%,

06/01/2029

(g)

405‌

392‌

Directv

Financing

LLC

/

Directv

Financing

Co-

Obligor

Inc

5.88%,

08/15/2027

(g)

350‌

339‌

$

731‌

Oil

&

Gas

-

0.08%

Aethon

United

BR

LP

/

Aethon

United

Finance

Corp

7.50%,

10/01/2029

(g)

70‌

71‌

BONDS

(continued)

Principal

Amount

(000’s)

Value

(000’s)

Packaging

&

Containers

-

0.76%

Clydesdale

Acquisition

Holdings

Inc

6.63%,

04/15/2029

(g)

$

375‌

$

377‌

Mauser

Packaging

Solutions

Holding

Co

7.88%,

04/15/2027

(g)

335‌

328‌

$

705‌

Pharmaceuticals

-

0.27%

AdaptHealth

LLC

6.13%,

08/01/2028

(g)

255‌

250‌

Pipelines

-

0.74%

Venture

Global

LNG

Inc

9.50%,

02/01/2029

(g)

635‌

681‌

REITs

-

0.90%

Blackstone

Mortgage

Trust

Inc

7.75%,

12/01/2029

(g)

15‌

15‌

Ladder

Capital

Finance

Holdings

LLLP

/

Ladder

Capital

Finance

Corp

4.75%,

06/15/2029

(g)

795‌

757‌

Uniti

Group

LP

/

Uniti

Group

Finance

2019

Inc

/

CSL

Capital

LLC

10.50%,

02/15/2028

(g)

61‌

65‌

$

837‌

Retail

-

0.03%

Victra

Holdings

LLC

/

Victra

Finance

Corp

8.75%,

09/15/2029

(g)

25‌

26‌

TOTAL

BONDS

$

6,776‌

SENIOR

FLOATING

RATE

INTERESTS

-

89.83%

Principal

Amount

(000's)

Value

(000's)

Advertising

-

1.39%

Finn

Partners

Inc

Term

Loan

11.01%,

07/01/2026

(b),(e),(h)

$

1,287‌

$

1,282‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

6.65%

Aerospace

&

Defense

-

0.72%

TransDigm

Inc

Term

Loan

J

6.80%,

02/28/2031

(h)

672‌

667‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

2.50%

Airlines

-

1.06%

SkyMiles

IP

Ltd

Term

Loan

B

8.04%,

09/16/2027

(h)

458‌

462‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

3.75%

WestJet

Loyalty

LP

Term

Loan

B

3.85%,

02/14/2031

(h)

531‌

511‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

3.25%

$

973‌

Automobile

Parts

&

Equipment

-

2.47%

B'laster

Holdings

LLC

Term

Loan

9.09%,

10/25/2029

(b),(e),(h)

1,159‌

1,148‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

4.75%

M&D

Midco

Inc

Term

Loan

9.49%,

08/31/2028

(b),(e),(h)

670‌

666‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.15%

Tenneco

Inc

Term

Loan

B

9.42%,

11/17/2028

(h)

485‌

471‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.00%

$

2,285‌

Building

Materials

-

0.53%

MITER

Brands

Acquisition

Holdco

Inc

Term

Loan

B2

7.76%,

03/28/2031

(h)

499‌

489‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

3.00%

Consolidated

Schedule

of

Investments

Principal

Private

Credit

Fund

I

March

31,

2025

See

accompanying

notes.

19

SENIOR

FLOATING

RATE

INTERESTS

(continued)

Principal

Amount

(000’s)

Value

(000’s)

Chemicals

-

3.48%

Advancion

Holdings

LLC

Term

Loan

B

8.42%,

11/24/2027

(h)

$

497‌

$

483‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

4.00%

Element

Solutions

Inc

Term

Loan

B3

6.08%,

12/18/2030

(h)

401‌

400‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

1.75%

Kano

Intermediate

Inc.

Term

Loan

9.12%,

12/17/2030

(b),(e),(h)

2,352‌

2,330‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

4.75%

$

3,213‌

Commercial

Services

-

17.46%

Certified

Collision

Group,

Inc.

Term

Loan

9.35%,

05/17/2027

(e),(h)

902‌

899‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.00%

CPS

Holdco,

Inc

Term

Loan

9.05%,

03/28/2031

(e),(h)

1,502‌

1,480‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

4.75%

Fowler

Route

Co.,

Inc

Revolver

9.82%,

02/28/2030

(e),(h)

80‌

79‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

5.50%

Fowler

Route

Co.,

Inc

Term

Loan

9.81%,

02/28/2030

(e),(h)

2,193‌

2,149‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.50%

Garda

World

Security

Corp

Term

Loan

B

7.76%,

02/01/2029

(h)

672‌

669‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

3.00%

O6

Environmental,

LLC

Term

Loan

10.51%,

06/30/2027

(b),(e),(h)

342‌

342‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

6.15%

O6

Environmental,

LLC

Delayed

Draw

Term

Loan

10.47%,

06/30/2027

(b),(e),(h)

251‌

251‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

6.15%

Prosource

Holdings

MP,

LLC

Delayed

Draw

Term

Loan

8.80%,

12/30/2030

(e),(h)

55‌

55‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

4.50%

Prosource

Holdings

MP,

LLC

Term

Loan

8.85%,

12/30/2030

(e),(h)

1,573‌

1,553‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

4.50%

Riverview

Landscape

Holdings,

LLC

Delayed

Draw

Term

Loan

10.57%,

01/29/2030

(e),(h)

818‌

801‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

6.25%

Riverview

Landscape

Holdings,

LLC

Revolver

10.57%,

01/29/2030

(e),(h)

73‌

72‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

6.25%

Riverview

Landscape

Holdings,

LLC

Term

Loan

10.57%,

01/29/2030

(e),(h)

1,892‌

1,853‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

6.25%

Rotolo

Consultants

Inc.

Term

Loan

9.82%,

01/31/2031

(b),(e),(h)

1,545‌

1,521‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

5.50%

SENIOR

FLOATING

RATE

INTERESTS

(continued)

Principal

Amount

(000’s)

Value

(000’s)

Commercial

Services

(continued)

Ruppert

Landscape,

LLC

Delayed

Draw

Term

Loan

9.31%,

12/01/2028

(b),(e),(h)

$

151‌

$

151‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.00%

Ruppert

Landscape,

LLC

Term

Loan

9.30%,

12/01/2028

(b),(e),(h)

623‌

622‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.00%

Sales

Performance

International,

LLC

Term

Loan

10.86%,

08/24/2028

(b),(e),(h)

1,048‌

1,042‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

6.50%

10.87%,

08/24/2028

(b),(e),(h)

1,685‌

1,675‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

6.50%

Wolverine

Seller

Holdings,

LLC

Term

Loan

9.10%,

01/17/2030

(b),(e),(h)

878‌

878‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

4.75%

$

16,092‌

Consumer

Products

-

0.46%

Kronos

Acquisition

Holdings

Inc

Term

Loan

B

8.30%,

06/27/2031

(h)

498‌

425‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

4.00%

Cosmetics

&

Personal

Care

-

8.04%

Accupac,

LLC

Term

Loan

11.36%,

12/31/2029

(b),(e),(h)

2,052‌

2,011‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

7.00%

Accupac,

LLC

Revolver

11.29%,

12/31/2029

(e),(h)

51‌

50‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

7.00%

Custom

Veterinary

Services,

LLC

Term

Loan

9.07%,

02/05/2030

(e),(h)

4,199‌

4,137‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

4.75%

G-2

Lather

Acquisition

Corp.

Term

Loan

9.32%,

01/31/2031

(e),(h)

1,218‌

1,200‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

5.00%

$

7,398‌

Distribution

&

Wholesale

-

1.13%

HEF

Safety

Ultimate

Holdings,

LLC

Term

Loan

9.60%,

11/19/2029

(b),(e),(h)

1,044‌

1,044‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.25%

Diversified

Financial

Services

-

4.33%

Avolon

TLB

Borrower

1

US

LLC

Term

Loan

B6

6.92%,

06/21/2030

(h)

672‌

671‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

1.75%

Ninjatrader

Group

LLC

Term

Loan

11.03%,

12/18/2026

(b),(e),(h)

1,066‌

1,069‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

6.65%

Obra

Capital

Term

Loan

11.96%,

06/21/2029

(e),(h)

2,185‌

2,150‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

7.61%

Obra

Capital

Revolver

11.93%,

06/21/2029

(e),(h)

29‌

28‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

7.61%

Consolidated

Schedule

of

Investments

Principal

Private

Credit

Fund

I

March

31,

2025

See

accompanying

notes.

20

SENIOR

FLOATING

RATE

INTERESTS

(continued)

Principal

Amount

(000’s)

Value

(000’s)

Diversified

Financial

Services

(continued)

Russell

Investments

US

Institutional

Holdco

Inc

PIK

Term

Loan

B

7.79%,

PIK

1.50%,

05/30/2027

(h),(i)

$

74‌

$

71‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.00%

$

3,989‌

Electric

-

1.39%

TPS

Intermediate,

LLC

Term

Loan

9.67%,

06/09/2029

(e),(h)

1,285‌

1,280‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.35%

Electrical

Components

&

Equipment

-

1.79%

Energizer

Holdings

Inc

Term

Loan

B

6.76%,

03/13/2032

(h)

455‌

454‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

2.00%

SENS

Intermediate

Holdings

LLC

Revolver

9.29%,

03/10/2031

(e),(h)

28‌

27‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.00%

SENS

Intermediate

Holdings

LLC

Term

Loan

9.29%,

03/10/2031

(e),(h)

1,186‌

1,168‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.00%

$

1,649‌

Electronics

-

3.53%

AEP

Passion

Intermediate

Holdings

Inc

Term

Loan

10.99%,

PIK

1.90%,

10/05/2027

(e),(h),(i)

343‌

332‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

6.65%

AIDC

Intermediate

Co

2,

LLC

Term

Loan

9.82%,

07/22/2027

(b),(e),(h)

1,545‌

1,545‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

5.50%

Thames

Technology

Holdings,

Inc.

Term

Loan

10.09%,

09/03/2029

(e),(h)

1,379‌

1,367‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.75%

$

3,244‌

Engineering

&

Construction

-

1.50%

AKS

Engineering

&

Forestry,

LLC

Term

Loan

9.29%,

01/02/2031

(b),(e),(h)

1,411‌

1,389‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.00%

Enterprise

Software

&

Services

-

1.32%

Douglas

Holdings,

Inc.

Term

Loan

5.14%,

PIK

4.94%,

08/27/2030

(e),(h),(i)

1,182‌

1,181‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.75%

Douglas

Holdings,

Inc.

Synthetic

PIK

Delayed

Draw

Term

Loan

10.05%,

PIK

0.00%,

08/27/2030

(e),(h),(i)

39‌

39‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.75%

$

1,220‌

Environmental

Control

-

1.18%

Gold

Medal

Holdings

Inc

Term

Loan

10.10%,

03/17/2027

(b),(e),(h)

1,085‌

1,085‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.75%

Food

-

6.43%

Cornhusker

Buyer,

Inc.

Term

Loan

10.48%,

10/31/2028

(e),(h)

774‌

774‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

6.40%

SENIOR

FLOATING

RATE

INTERESTS

(continued)

Principal

Amount

(000’s)

Value

(000’s)

Food

(continued)

Costanzo's

Bakery,

LLC

Term

Loan

9.85%,

06/18/2027

(b),(e),(h)

$

788‌

$

787‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.50%

Fiesta

Purchaser

Inc

Term

Loan

B

7.57%,

02/12/2031

(h)

496‌

492‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

3.25%

Hill

Country

Dairies,

Inc.

Delayed

Draw

Term

Loan

9.04%,

08/01/2030

(e),(h)

126‌

125‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

4.75%

Hill

Country

Dairies,

Inc.

Revolver

9.04%,

08/01/2030

(e),(h)

84‌

83‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

4.75%

Hill

Country

Dairies,

Inc.

Term

Loan

9.06%,

08/01/2030

(e),(h)

1,545‌

1,535‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

4.75%

KNPC

Holdco,

LLC

Term

Loan

10.14%,

10/22/2029

(b),(e),(h)

1,273‌

1,264‌

CME

Term

Secured

Overnight

Financing

Rate

6

Month

+

5.85%

11.39%,

10/22/2029

(b),(e),(h)

207‌

209‌

CME

Term

Secured

Overnight

Financing

Rate

6

Month

+

7.10%

Maldives

Acquisition,

LLC

Term

Loan

10.53%,

07/15/2028

(e),(h)

667‌

660‌

CME

Term

Secured

Overnight

Financing

Rate

6

Month

+

6.25%

$

5,929‌

Healthcare

-

Products

-

0.54%

Medline

Borrower

LP

Term

Loan

B

7.02%,

10/23/2028

(h)

498‌

496‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

2.25%

Healthcare

-

Services

-

12.12%

IPC

Pain

Acquisition

LLC

Term

Loan

10.37%,

05/19/2027

(e),(h)

200‌

200‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

6.01%

KL

Charlie

Acquisition

Corp

Term

Loan

9.92%,

12/30/2026

(b),(e),(h)

737‌

730‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

5.60%

KL

Charlie

Acquisition

Corp

Delayed

Draw

Term

Loan

9.95%,

12/30/2026

(b),(e),(h)

1,081‌

1,070‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

5.60%

LifePoint

Health

Inc

Term

Loan

B

8.05%,

05/16/2031

(h)

498‌

482‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

3.75%

North

Haven

USHC

Acquisition,

Inc.

Term

Loan

9.42%,

10/30/2025

(b),(e),(h)

708‌

708‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.10%

Orion

Midco

LLC

Term

Loan

9.60%,

05/21/2031

(b),(e),(h)

2,092‌

2,085‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.25%

Pediatric

Home

Respiratory

Services,

LLC

Term

Loan

9.78%,

12/23/2030

(b),(e),(h)

2,849‌

2,844‌

CME

Term

Secured

Overnight

Financing

Rate

6

Month

+

5.50%

Consolidated

Schedule

of

Investments

Principal

Private

Credit

Fund

I

March

31,

2025

See

accompanying

notes.

21

SENIOR

FLOATING

RATE

INTERESTS

(continued)

Principal

Amount

(000’s)

Value

(000’s)

Healthcare

-

Services

(continued)

Pediatric

Home

Respiratory

Services,

LLC

Revolver

9.78%,

12/23/2030

(e),(h)

$

50‌

$

49‌

CME

Term

Secured

Overnight

Financing

Rate

6

Month

+

5.50%

SDG

MGMT

Company,

LLC

Term

Loan

9.88%,

07/03/2028

(b),(e),(h)

726‌

718‌

CME

Term

Secured

Overnight

Financing

Rate

6

Month

+

5.60%

10.35%,

07/03/2028

(b),(e),(h)

217‌

217‌

CME

Term

Secured

Overnight

Financing

Rate

6

Month

+

6.10%

SSA

Acquisition

Holdco,

LLC

Term

Loan

10.06%,

07/25/2029

(e),(h)

1,961‌

1,940‌

CME

Term

Secured

Overnight

Financing

Rate

6

Month

+

5.75%

SSA

Acquisition

Holdco,

LLC

Delayed

Draw

Term

Loan

10.07%,

07/25/2029

(e),(h)

130‌

129‌

CME

Term

Secured

Overnight

Financing

Rate

6

Month

+

5.75%

$

11,172‌

Insurance

-

2.01%

Acrisure

LLC

Term

Loan

B6

7.76%,

02/15/2027

(h)

674‌

671‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

3.00%

Keystone

Agency

Investors,

LLC

Term

Loan

9.10%,

05/03/2027

(b),(e),(h)

788‌

780‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

4.75%

9.10%,

05/03/2027

(b),(e),(h)

408‌

404‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

4.75%

$

1,855‌

Iron

&

Steel

-

0.54%

TMS

International

Corp/DE

Term

Loan

B7

7.80%,

03/02/2030

(h)

496‌

494‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

3.50%

Lodging

-

0.53%

Fertitta

Entertainment

LLC/NV

Term

Loan

B

8.26%,

01/27/2029

(h)

496‌

488‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

3.50%

Machinery

-

Diversified

-

0.02%

TK

Elevator

US

Newco

Inc

Term

Loan

B

0.00%,

04/30/2030

(h),(j)

15‌

15‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

3.00%

Media

-

0.51%

Directv

Financing

LLC

Tern

Loan

Extended

9.80%,

08/02/2029

(h)

430‌

423‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.25%

Directv

Financing

LLC

Term

Loan

B

0.00%,

02/15/2031

(h),(j)

50‌

48‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

5.50%

$

471‌

Mining

-

0.32%

Arsenal

AIC

Parent

LLC

Term

Loan

B

7.07%,

08/18/2030

(h)

298‌

295‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

2.75%

SENIOR

FLOATING

RATE

INTERESTS

(continued)

Principal

Amount

(000’s)

Value

(000’s)

Oil

&

Gas

-

0.12%

Hilcorp

Energy

I

LP

Term

Loan

B

6.76%,

02/05/2030

(h)

$

115‌

$

115‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

2.00%

Packaging

&

Containers

-

3.24%

Clydesdale

Acquisition

Holdings

Inc

Term

Loan

B

0.00%,

03/26/2032

(h),(j)

285‌

284‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

3.25%

Flexpak

Investment

Corp

Term

Loan

9.20%,

07/30/2027

(e),(h)

280‌

280‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

4.85%

Keg

Logistics

LLC

Term

Loan

11.25%,

11/23/2027

(b),(e),(h)

1,931‌

1,932‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

6.90%

Mauser

Packaging

Solutions

Holding

Co

Term

Loan

B1

6.99%,

04/15/2027

(h)

499‌

496‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

3.00%

$

2,992‌

Pharmaceuticals

-

3.08%

1261229

BC

Ltd

Term

Loan

B

0.00%,

09/25/2030

(h),(j)

275‌

264‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

6.25%

Endo

Finance

Holdings

Inc

Term

Loan

B

8.32%,

04/23/2031

(h)

498‌

492‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

4.00%

KL

Moon

Acquisition,

LLC

Term

Loan

9.29%,

PIK

2.75%,

02/01/2029

(e),(h),(i)

632‌

621‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

7.75%

Vert

Markets

LLC

Term

Loan

10.10%,

12/18/2029

(e),(h)

1,494‌

1,466‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

5.75%

$

2,843‌

Retail

-

1.08%

IRB

Holding

Corp

Term

Loan

B

7.26%,

12/15/2027

(h)

498‌

494‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

2.50%

KFC

Holding

Co

Term

Loan

B

5.97%,

03/15/2028

(h)

497‌

498‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

1.75%

$

992‌

Software

-

7.51%

Alta

Buyer

LLC

Term

Loan

9.35%,

12/21/2027

(b),(e),(h)

1,013‌

1,003‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.00%

Alta

Buyer

LLC

Delayed

Draw

Term

Loan

9.35%,

12/21/2027

(b),(e),(h)

274‌

271‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.00%

CEV

Multimedia,

LLC

Term

Loan

10.70%,

12/27/2027

(b),(e),(h)

242‌

242‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

6.35%

Cleartelligence,

LLC

Term

Loan

10.35%,

07/10/2029

(e),(h)

2,466‌

2,464‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

6.00%

Consolidated

Schedule

of

Investments

Principal

Private

Credit

Fund

I

March

31,

2025

See

accompanying

notes.

22

SENIOR

FLOATING

RATE

INTERESTS

(continued)

Principal

Amount

(000’s)

Value

(000’s)

Software

(continued)

Cloud

Software

Group

Inc

Term

Loan

B1

7.99%,

03/30/2029

(h)

$

370‌

$

366‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

3.50%

ES

Ventures,

LLC

Term

Loan

10.29%,

12/13/2028

(b),(e),(h)

1,032‌

1,035‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

6.00%

10.31%,

12/13/2028

(b),(e),(h)

694‌

697‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

6.00%

Moonraker

AcquisitionCo

LLC

Term

Loan

10.22%,

08/04/2028

(b),(e),(h)

837‌

837‌

CME

Term

Secured

Overnight

Financing

Rate

6

Month

+

5.75%

$

6,915‌

TOTAL

SENIOR

FLOATING

RATE

INTERESTS

$

82,796‌

Total

Investments

$

92,219‌

Other

Assets

and

Liabilities

-  (0.05)%

(54‌)

TOTAL

NET

ASSETS

-

100.00%

$

92,165‌

(a)

1-day

yield

shown

is

as

of

period

end.

(b)

All

or

a

portion

of

this

security

is

pledged

as

collateral

for

borrowing

through

the

credit

facility

and

owned

by

the

Principal

Private

Credit

Fund

(SPV),

LLC

(the

"SPV"),

which

is

a

wholly-owned

subsidiary

of

the

Fund.

(c)

All

or

a

portion

of

this

security

is

owned

by

the

Principal

Private

Credit

Fund

I

(Corp

Blocker),

LLC

(the

"Domestic

Subsidiary"),

which

is

a

wholly-owned

subsidiary

of

the

Fund.

(d)

Non-income

producing

security

(e)

The

value

of

these

investments

was

determined

using

significant

unobservable

inputs,

in

good

faith

by

the

Manager,

under

procedures

established

and

periodically

reviewed

by

the

Board

of

Directors.

(f)

Restricted

Security.

Please

see

Restricted

Securities

sub-schedule

for

additional

information.

(g)

Security

exempt

from

registration

under

Rule

144A

of

the

Securities

Act

of

1933.

These

securities

may

be

resold

in

transactions

exempt

from

registration,

normally

to

qualified

institutional

buyers.

At

the

end

of

the

period,

the

value

of

these

securities

totaled

$5,905

or

6.41%

of

net

assets.

(h)

Rate

information

disclosed

is

based

on

an

average

weighted

rate

of

the

underlying

tranches

as

of

period

end.

(i)

Payment

in

kind;

the

issuer

has

the

option

of

paying

additional

securities

in

lieu

of

cash.

(j)

This

Senior

Floating

Rate

Note

will

settle

after

March

31,

2025,

at

which

time

the

interest

rate

will

be

determined.

Portfolio

Summary

Sector

Percent

Consumer,

Non-cyclical

49.64‌%

Industrial

13.49‌%

Technology

8.85‌%

Consumer,

Cyclical

7.92‌%

Financial

7.77‌%

Basic

Materials

4.36‌%

Communications

2.69‌%

Money

Market

Funds

2.66‌%

Utilities

1.73‌%

Energy

0.94‌%

Other

Assets

and

Liabilities

(0.05‌)%

TOTAL

NET

ASSETS

100.00%

Restricted

Securities

Security

Name

Acquisition

Date

Cost

Value

Percent

of

Net

Assets

AKS

Engineering

Holdings,

LLC

01/07/2025

$

20‌

$

20‌

0.02%

CPS

Investors,

LP

03/28/2025

31‌

31‌

0.03%

CVS

Parent

Holdings,

LLC

02/06/2025

8‌

8‌

0.01%

Douglas

Top

Parent,

LLC.

08/27/2024

20‌

22‌

0.02%

SENS

Intermediate

Holdings

LLC

03/10/2025

80‌

80‌

0.09%

Warrior

Ultimate

Holdings

LLC

12/30/2024

—‌

—‌

0.00%

Warrior

Ultimate

Holdings

LLC  

0.00%

12/30/2024

39‌

38‌

0.04%

Total

$

199‌

0.21%

Amounts

in

thousands.

Glossary

to

the

Schedule

of

Investments

March

31,

2025

See

accompanying

notes.

23

Currency

Abbreviations

USD/$

United

States

Dollar

Consolidated

Financial

Highlights

See

accompanying

notes.

24

Net

Asset

Value,

Beginning

of

Period

Net

Investment

Income

(Loss)(a)

Net

Realized

and

Unrealized

Gain

(Loss)

on

Investments

Total

From

Investment

Operations

Dividends

from

Net

Investment

Income

Distributions

from

Realized

Gains

Total

Dividends

and

Distributions

Net

Asset

Value,

End

of

Period

PRINCIPAL

PRIVATE

CREDIT

FUND

I

Class

A

shares

2025(b)

$

10.16‌

$

0.63‌

$

0.01‌

$

0.64‌

(

$

0.58‌)

(

$

0.01‌)

(

$

0.59‌)

$

10.21‌

Class

Y

shares

2025(b)

10.16‌

0.67‌

0.01‌

0.68‌

(

0.59‌)

(

0.01‌)

(

0.60‌)

10.24‌

Institutional

shares

2025(b)

10.16‌

0.66‌

–‌

0.66‌

(

0.58‌)

(

0.01‌)

(

0.59‌)

10.23‌

Consolidated

Financial

Highlights

(Continued)

See

accompanying

notes.

25

Total

Return

Net

Assets,

End

of

Period

(in

thousands)

Ratio

of

Expenses

to

Average

Net

Assets

Ratio

of

Expenses

to

Average

Net

Assets

(Excluding

Interest

Expense

and

Fees)

Ratio

of

Net

Investment

Income

to

Average

Net

Assets

Portfolio

Turnover

Rate

6.37‌

%

(c),(d)

$

11‌

2.61‌

%

(e),(f)

2.60‌

%

(e),(f)

7.46‌

%

(e)

15.3‌

%

(b)

6.74‌

(c)

92,143‌

2.11‌

(e),(f)

2.10‌

(e),(f)

7.82‌

(e)

15.3‌

(b)

6.54‌

(c)

11‌

2.31‌

(e),(f)

2.30‌

(e),(f)

7.77‌

(e)

15.3‌

(b)

(a)

Calculated

based

on

average

shares

outstanding

during

the

period.

(b)

Period

from

June

3,

2024,

the

effective

date

of

the

Fund’s

registration

statement

on

Form

N-2,

through

March

31,

2025.

(c)

Total

return

amounts

have

not

been

annualized.

(d)

Total

return

is

calculated

without

the

front-end

sales

charge

or

contingent

deferred

sales

char

ge,

if

applicable.

(e)

Computed

on

an

annualized

basis.

(f)

Subject

to

Manager's

contractual

expense

limit.

Report

of

Independent

Registered

Public

Accounting

Firm

26

To

the

Shareholders

and

the

Board

of

Trustees

of

Principal

Private

Credit

Fund

I

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

consolidated

statement

of

assets

and

liabilities

of

Principal

Private

Credit

Fund

I,

(the

“Fund”),

including

the

consolidated

schedule

of

investments,

as

of

March

31,

2025,

and

the

related

consolidated

statements

of

operations,

cash

flows

and

changes

in

net

assets,

and

the

consolidated

financial

highlights

for

the

period

from

June

3,

2024,

the

effective

date

of

the

Fund’s

registration

statement

on

Form

N-2,

through

March

31,

2025,

and

the

related

notes

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

consolidated

financial

position

of

the

Fund

at

March

31,

2025,

the

consolidated

results

of

its

operations,

its

cash

flows,

and

changes

in

its

net

assets

and

its

consolidated

financial

highlights

for

the

period

from

June

3,

2024,

the

effective

date

of

the

Fund’s

registration

statement

on

Form

N-2,

through

March

31,

2025,

in

conformity

with

U.S.

generally

accepted

accounting

principles.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Fund’s

management.

Our

responsibility

is

to

express

an

opinion

on

the

Fund’s

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(“PCAOB”)

and

are

required

to

be

independent

with

respect

to

the

Fund

in

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audit

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

The

Fund

is

not

required

to

have,

nor

were

we

engaged

to

perform,

an

audit

of

the

Fund’s

internal

control

over

financial

reporting.

As

part

of

our

audits,

we

are

required

to

obtain

an

understanding

of

internal

control

over

financial

reporting

but

not

for

the

purpose

of

expressing

an

opinion

on

the

effectiveness

of

the

Fund’s

internal

control

over

financial

reporting.

Accordingly,

we

express

no

such

opinion.

Our

audits

included

performing

procedures

to

assess

the

risks

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

March

31,

2025,

by

correspondence

with

the

custodian,

agent

banks,

brokers;

when

replies

were

not

received

from

agent

banks

and

brokers,

we

performed

other

auditing

procedures.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.

We

have

served

as

the

auditor

of

one

or

more

Principal

investment

companies

since

1969.

Minneapolis,

Minnesota

May

23,

2025

Shareholder

Expense

Example

Principal

Private

Credit

Fund

I

March

31,

2025

(unaudited)

27

As

a

shareholder

of

Principal

Private

Credit

Fund

I,

you

incur

two

types

of

costs:

(1)

transaction

costs,

including

sales

charges

on

purchase

payments

and

contingent

deferred

sales

charges;

and

(2)

ongoing

costs,

including

management

fees;

distribution

fees;

and

other

fund

expenses.

In

addition

to

the

expenses

the

Fund

bears

directly,

the

Fund

may

indirectly

bear

its

pro

rata

share

of

the

expenses

incurred

by

the

investment

companies

in

which

the

Fund

invests.

This

Example

is

intended

to

help

you

understand

your

ongoing

costs

(in

dollars)

of

investing

in

Principal

Private

Credit

Fund

I

and

to

compare

these

costs

with

the

ongoing

costs

of

investing

in

other

funds.

The

Example

is

based

on

an

investment

of

$1,000

invested

at

the

beginning

of

the

period

and

held

for

the

entire

period

October

1,

2024

to

March

31,

2025

,

unless

otherwise

noted.

Actual

Expenses

The

first

section

of

the

table

below

provides

information

about

actual

account

values

and

actual

expenses.

You

may

use

the

information

in

this

section,

together

with

the

amount

you

invested,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

in

the

first

section

under

the

heading

entitled

“Expenses

Paid

During

Period”

to

estimate

the

expenses

you

paid

on

your

account

during

this

period.

Additional

account

fees

may

apply

to

certain

types

of

investment

products

which

are

not

included

in

the

table

below.

If

they

were,

the

estimate

of

expenses

you

paid

during

the

period

would

be

higher,

and

your

ending

account

value

lower,

by

this

amount.

Hypothetical

Example

for

Comparison

Purposes

The

second

section

of

the

table

below

provides

information

about

hypothetical

account

values

and

hypothetical

expenses

based

on

the

Fund’s

actual

expense

ratio

and

an

assumed

rate

of

return

of

5%

per

year

before

expenses,

which

is

not

the

Fund’s

actual

return.

The

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

You

may

use

this

information

to

compare

the

ongoing

costs

of

investing

in

the

Fund

and

other

funds.

To

do

so,

compare

this

5%

hypothetical

example

with

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

the

other

funds.

Please

note

that

the

expenses

shown

in

the

table

are

meant

to

highlight

your

ongoing

costs

only

and

do

not

reflect

any

transaction

costs,

such

as

sales

charges

on

purchase

payments,

contingent

deferred

sales

charges,

redemption

fees

or

exchange

fees.

Therefore,

the

second

section

of

the

table

is

useful

in

comparing

ongoing

costs

only,

and

will

not

help

you

determine

the

relative

total

costs

of

owning

different

funds.

In

addition,

if

these

transaction

costs

were

included,

your

costs

would

have

been

higher.

Actual

Hypothetical

Beginning

Account

Value

October

1,

2024

Ending

Account

Value

March

31,

2025

Expenses

Paid

During Period

October

1,

2024 to

March

31,

2025

(a)

Beginning

Account

Value

October

1,

2024

Ending

Account

Value

March

31,

2025 

Expenses

Paid

During Period

October

1,

2024 to

March

31,

2025

(a)

Annualized

Expense

Ratio

Principal

Private

Credit

Fund

I

Class

A

$

1,000.00‌

$

1,031.30‌

$

13.27‌

$

1,000.00‌

$

1,011.87‌

$

13.14‌

2.62‌

%

Class

Y

1,000.00‌

1,033.97‌

10.70‌

1,000.00‌

1,014.41‌

10.60‌

2.11‌

Institutional

1,000.00‌

1,033.00‌

11.71‌

1,000.00‌

1,013.41‌

11.60‌

2.31‌

Principal

Private

Credit

Fund

I

(Excluding

Interest

Expense

and

Fees)

Class

A

1,000.00‌

1,031.30‌

13.17‌

1,000.00‌

1,011.97‌

13.04‌

2.60‌

Class

Y

1,000.00‌

1,033.97‌

10.65‌

1,000.00‌

1,014.46‌

10.55‌

2.10‌

Institutional

1,000.00‌

1,033.00‌

11.66‌

1,000.00‌

1,013.46‌

11.55‌

2.30‌

(a)

Expenses

are

equal

to

a

fund's

annualized

expense

ratio

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

182/365

(to

reflect

the

one-half

year

period).

28

FUND

BOARD

OF

TRUSTEES

AND

OFFICERS

The

Board

of

Trustees

(the

“Board”)

has

overall

responsibility

for

overseeing

the

Fund’s

operations

in

accordance

with

the

Investment

Act

of

1940,

as

amended

(the

“1940

Act”),

other

applicable

laws,

and

the

Fund’s

charter.

Each

member

of

the

Board

(“Board

Member”)

serves

on

the

Boards

of

the

following

investment

companies:

Principal

Private

Credit

Fund

I

and

Principal

Real

Asset

Fund

which

are

collectively

referred

to

as

the

“Fund

Complex”.

Board

Members

that

are

affiliated

persons

of

any

investment

advisor,

the

principal

distributor,

or

the

principal

underwriter

of

the

Fund

Complex

are

considered

“interested

persons”

of

the

Fund

(as

defined

in

the

1940

Act)

and

are

referred

to

as

“Interested

Board

Members”.

Board

Members

who

are

not

Interested

Board

Members

are

referred

to

as

“Independent

Board

Members”.

Each

Board

Member

generally

serves

until

the

next

annual

meeting

of

shareholders

or

until

such

Board

Member’s

earlier

death,

resignation,

or

removal.

The

Board

elects

officers

to

supervise

the

day-to-day

operations

of

the

Fund

Complex.

INDEPENDENT

BOARD

MEMBERS

INTERESTED

BOARD

MEMBERS

Correspondence

intended

for

each

Board

Member

who

is

other

than

an

Interested

Board

Member

may

be

sent

to

655

9th

Street,

Des

Moines,

IA

50392.

Name,

Position

Held

with

the

Fund

Complex,

Year

of

Birth

Principal

Occupation(s)

During

past

5

years

Number

of

Portfolios

in

Fund

Complex

Overseen

by

Board

Member

Other

Directorships

Held

by

Board

Member

During

Past

5

Years

Danielle

E.

Davis

Board

Member

since

2024

1981

Member,

Audit

Committee

Chair,

Nominating

and

Governance

Committee

Head

of

Corporate

Development

and

Strategy,

Chainalysis

(blockchain

data

company)

since

2022

Managing

Director

and

Chief

M&A

Counsel,

S&P

Global

(formerly,

HIS

Markit)

(financial

information

company)

(2018-2022)

2

None

Shane

C.

Goodwin

Board

Member

since

2024

1968

Chair,

Audit

Committee

Member,

Nominating

and

Governance

Committee

Associate

Dean

&

Professor,

Cox

School

of

Business

at

Southern

Methodist

University

since

2018

Managing

Director,

The

Center

for

Global

Enterprise

(research

and

analytics)

(2017-2023)

2

None

James

E.

Stueve

Lead

Independent

Board

Member

since

2024

Board

Member

since

2024

1964

Member,

Audit

Committee

Member,

Nominating

and

Governance

Committee

Owner,

Stueve

Insights

LLC

(consulting

services)

since

2018

Executive

Vice

President,

AIG

Financial

Distributors

(2019-2023)

2

Angel

Oak

Funds

Trust

(6)

(2018-2019)

Name,

Position

Held

with

the

Fund

Complex,

Year

of

Birth

Principal

Occupation(s)

During

past

5

years

Number

of

Portfolios

in

Fund

Complex

Overseen

by

Board

Member

Other

Directorships

Held

by

Board

Member

During

Past

5

Years

Barbara

Wenig

Principal

Financial

Group*

2

None

Chair

and

Board

Member

since

2024

Chief

Executive

Officer

and

President

(since

2024)

1972

Executive

Managing

Director

–

Chief

Business

Officer

since

2025

Executive

Managing

Director

–

Global

Head

of

Operations

and

Services

–

Principal

Asset

Management

~

SM

(2021-2024)

Neuberger

Berman

Head

of

Client

Platform

(2018-2021)

29

FUND

COMPLEX

OFFICERS

Name,

Position

Held

with

the

Fund

Complex,

Address,

and

Year

of

Birth

Principal

Occupation(s)

During

past

5

years

George

Djurasovic

Principal

Financial

Group*

Vice

President

and

General

Counsel

Des

Moines,

IA

50392

1971

Vice

President

and

General

Counsel

–

Principal

Asset

Management

~

SM

since

2022

Artisan

Partners

Limited

Partnership

Global

Chief

Compliance

Officer

(2013-2022)

Calvin

Eib

Principal

Financial

Group*

Assistant

Tax

Counsel

Des

Moines,

IA

50392

1963

Counsel

since

2021

Transamerica

Tax

Counsel

(2016-2021)

Gina

L.

Graham

Principal

Financial

Group*

Treasurer

Des

Moines,

IA

50392

1965

Vice

President

and

Treasurer

since

2016

Megan

Hoffmann

Principal

Financial

Group*

Vice

President

and

Controller

Des

Moines,

IA

50392

1979

Senior

Director

–

Fund

Accounting

and

Administration

since

2025

Senior

Director

–

Fund

Administration

(2024)

Director

–

Accounting

(2020-2024)

Laura

B.

Latham

Principal

Financial

Group*

Counsel

and

Assistant

Secretary

Des

Moines,

IA

50392

1986

Assistant

Counsel

and

Assistant

Secretary–

Fund

Complex

(2018-2023)

Assistant

General

Counsel

since

2025

Counsel

(2018-2025)

Ann

Meiners

Principal

Financial

Group*

Vice

President

and

Assistant

Controller

Des

Moines,

IA

50392

1977

Director

–

Fund

Accounting

since

2024

Assistant

Director

–

Fund

Accounting

(2017-2024)

Diane

K.

Nelson

Principal

Financial

Group*

AML

Officer

Des

Moines,

IA

50392

1965

Director–

Compliance

since

2024

Chief

Compliance

Officer/AML

Officer

(2015-2024)

Tara

Parks

Principal

Financial

Group*

Vice

President

and

Assistant

Controller

Des

Moines,

IA

50392

1983

Senior

Director

–

Fund

Tax

since

2024

Director

–

Accounting

(2019–2024)

Deanna

Y.

Pellack

Principal

Financial

Group*

Counsel

and

Secretary

Des

Moines,

IA

50392

1987

Counsel

and

Assistant

Secretary

(2023-2024)

Assistant

Counsel

and

Assistant

Secretary

–

Fund

Complex

(2022-2023)

Counsel

since

2022

The

Northern

Trust

Company

Vice

President

(2019-2022)

Sara

L.

Reece

Principal

Financial

Group*

Vice

President

and

Chief

Operating

Officer

Des

Moines,

IA

50392

1975

Vice

President

and

Controller

–

Fund

Complex

(2016-2021)

Managing

Director

–

Global

Head

of

Fund

Services

since

2024

Managing

Director

–

Global

Funds

Ops

(2021-2024)

Director

-

Accounting

(2015-2021)

Teri

R.

Root

Principal

Financial

Group*

Chief

Compliance

Officer

Des

Moines,

IA

50392

1979

Chief

Compliance

Officer

–

Funds

since

2018

Vice

President

since

2015

30

*

The

reference

to

Principal

Financial

Group

includes

positions

held

by

the

Interested

Board

Member

/

Fund

Complex

Officer,

including

as

an

officer,

employee,

and/or

director,

with

affiliates

or

subsidiaries

of

Principal

Financial

Group.

The

titles

set

forth

here

are

each

Interested

Board

Member's

/

Fund

Complex

Officer’s

title

with

Principal

Workforce,

LLC,

an

affiliated

entity

of

PGI

that

is

the

payroll

employer

of

the

Interested

Board

Member

and

Fund

Complex

Officers.

The

Audit

Committee’s

primary

purpose

is

to

assist

the

Board

by

serving

as

an

independent

and

objective

party

to

monitor

the

Fund

Complex’s

accounting

policies,

financial

reporting

and

internal

control

system,

as

well

as

the

work

of

the

independent

registered

public

accountants.

The

Audit

Committee

assists

Board

oversight

of

1)

the

integrity

of

the

Fund

Complex’s

financial

statements;

2)

the

Fund

Complex’s

compliance

with

certain

legal

and

regulatory

requirements;

3)

the

independent

registered

public

accountants’

qualifications

and

independence;

and

4)

the

performance

of

the

Fund

Complex’s

independent

registered

public

accountants.

The

Audit

Committee

also

provides

an

open

avenue

of

communication

among

the

independent

registered

public

accountants,

the

Manager’s

internal

auditors,

Fund

Complex

management,

and

the

Board.

The

Nominating

and

Governance

Committee’s

primary

purpose

is

to

oversee

the

structure

and

efficiency

of

the

Board

and

the

committees.

The

Committee

is

responsible

for

evaluating

Board

membership

and

functions,

committee

membership

and

functions,

insurance

coverage,

and

legal

matters.

The

Committee's

nominating

functions

include

selecting

and

nominating

Independent

Board

Member

candidates

for

election

to

the

Board.

Generally,

the

Committee

requests

nominee

suggestions

from

Board

Members

and

management.

In

addition,

the

Committee

considers

candidates

recommended

by

shareholders

of

the

Fund

Complex.

Recommendations

should

be

submitted

in

writing

to

the

Principal

Funds

Complex

Secretary,

in

care

of

the

Principal

Funds

Complex,

711

High

Street,

Des

Moines,

IA

50392.

Such

recommendations

must

include

all

information

specified

in

the

Committee’s

charter

and

must

conform

with

the

procedures

set

forth

in

Appendix

A

thereto,

which

can

be

found

at

https://investors.principal.com/documents-charters.

Examples

of

such

information

include

the

nominee’s

biographical

information;

relevant

educational

and

professional

background

of

the

nominee;

the

number

of

shares

of

each

Fund

owned

of

record

and

beneficially

by

the

nominee

and

by

the

recommending

shareholder;

any

other

information

regarding

the

nominee

that

would

be

required

to

be

disclosed

in

a

proxy

statement

or

other

filing

required

to

be

made

in

connection

with

the

solicitation

of

proxies

for

the

election

of

board

members;

whether

the

nominee

is

an

“interested

person”

of

the

Fund

as

defined

in

the

1940

Act;

and

the

written

consent

of

the

nominee

to

be

named

as

a

nominee

and

serve

as

a

board

member

if

elected.

When

evaluating

a

potential

nominee

for

Independent

Board

Member,

the

Committee

may

consider,

among

other

factors:

educational

background;

relevant

business

and

industry

experience;

whether

the

person

is

an

"interested

person"

of

the

Fund

as

defined

in

the

1940

Act;

and

whether

the

person

is

willing

to

serve,

and

willing

and

able

to

commit

the

time

necessary

to

attend

meetings

and

perform

the

duties

of

an

Independent

Board

Member. In

addition,

the

Committee

may

consider

whether

a

candidate’s

background,

experience,

skills

and

views

would

complement

the

background,

experience,

skills

and

views

of

other

Board

Members

and

would

contribute

to

the

diversity

of

the

Board. The

final

decision

is

based

on

a

combination

of

factors,

including

the

strengths

and

the

experience

an

individual

may

bring

to

the

Board. 

The

Board

does

not

regularly

use

the

services

of

professional

search

firms

to

identify

or

evaluate

potential

candidates

or

nominees.

Additional

information

about

the

Fund

is

available

in

the

Prospectuses

and

the

Statement

of

Additional

Information

dated

June

3,

2024

(and

as

supplemented).

These

documents

may

be

obtained

free

of

charge

by

writing

Principal

Private

Credit

Fund

I,

P.O.

Box

219971,

Kansas

City,

MO

64121-9971

or

telephoning

1-800-222-5852.

The

prospectus

may

be

viewed

at

www.PrincipalAM.com/IntervalProspectuses

.

Name,

Position

Held

with

the

Fund

Complex,

Address,

and

Year

of

Birth

Principal

Occupation(s)

During

past

5

years

Michael

Scholten

Principal

Financial

Group*

Chief

Financial

Officer

Des

Moines,

IA

50392

1979

Assistant

Vice

President

and

Actuary

since

2021

Chief

Financial

Officer

–

Funds/Platforms

(2015-

2021)

Adam

U.

Shaikh

Principal

Financial

Group*

Vice

President

and

Assistant

General

Counsel,

and

Assistant

Secretary

Des

Moines,

IA

50392

1972

Assistant

Counsel

–

Fund

Complex

(2006-2023)

Associate

General

Counsel

since

2024

Assistant

General

Counsel

(2018-2024)

John

L.

Sullivan

Principal

Financial

Group*

Counsel

and

Secretary

Des

Moines,

IA

50392

1970

Counsel

and

Assistant

Secretary

(2023-2024)

Assistant

Counsel

and

Assistant

Secretary

–

Fund

Complex

(2019-2023)

Assistant

General

Counsel

since

2023

Counsel

(2019

–

2023)

Dan

L.

Westholm

Principal

Financial

Group*

Assistant

Treasurer

Des

Moines,

IA

50392

1966

Assistant

Vice

President-Treasury

since

2013

Jared

A.

Yepsen

Principal

Financial

Group*

Assistant

Tax

Counsel

Des

Moines,

IA

50392

1981

Assistant

General

Counsel

since

2023

Counsel

(2015

–

2023)

31

PROXY

VOTING

POLICIES

A

description

of

the

policies

and

procedures

the

Fund

uses

to

determine

how

to

vote

proxies

relating

to

portfolio

securities

and

the

results

of

the

proxy

votes

for

the

most

recent

twelve

months

ended

June

30

may

be

obtained

free

of

charge

by

telephoning

1-800-222-5852,

or

on

the

SEC

website

at

www.sec.gov.

SCHEDULES

OF

INVESTMENTS

The

Fund

files

complete

schedules

of

investments

with

the

Securities

and

Exchange

Commission

for

the

first

and

third

quarters

of

each

fiscal

year

as

an

exhibit

to

its

reports

on

Form

N-PORT.

The

Fund’s

Form

N-PORT

reports

are

available

on

the

Commission’s

website

at

www.sec.gov.

Federal

Income

Tax

Information

Principa

Private

Credit

Fund

I

March

31,

2025

(unaudited)

32

Long-Term

Capital

Gain

Dividends.

The

Fund

distributed

long-term

capital

gain

dividends

during

the

fiscal

year

ended

March

31,

2025

.

Details

of

designated

long-term

capital

gain

dividends

for

federal

income

tax

purposes

are

shown

in

the

Notes

to

Financial

Statements.

To

the

extent

necessary

to

distribute

such

capital

gains,

the

Fund

may

also

utilize,

and

hereby

designate,

earnings

and

profits

distributed

to

shareholders

on

redemptions

of

shares

as

part

of

the

Dividends

Paid

Deduction.

Dividends

Received

Deduction

(“DRD”).

For

corporate

shareholders,

the

Fund

designates

the

following

as

a

percentage

of

taxable

ordinary

income

distributions*

(dividend

income

and

short-term

gains,

if

any),

or

up

to

the

maximum

amount

allowable,

as

DRD

eligible

for

the

calendar

year

ended

December

31,

2024

:

*

For

purposes

of

calculating

DRD,

"ordinary

income

distributions"

includes

ordinary

dividend

income

distribution,

short

term

capital

gains

distribution,

and

the

foreign

tax

paid.

Qualified

Dividend

Income

(“QDI”).

Certain

dividends

paid

by

the

Fund

may

be

subject

to

a

maximum

tax

rate

of

20%.

The

Fund

designates

the

following

as

a

percentage

of

taxable

ordinary

income

distributions

(dividend

income

and

short-term

gains,

if

any),

or

up

to

the

maximum

amount

allowable,

as

QDI

eligible

for

the

calendar

year

ended

December

31,

2024

:

Section

163(j)

Interest

Dividends.

The

Fund

intends

to

pass

through

Section

163(j)

Interest

Dividends

as

defined

in

Proposed

Treasury

Regulation

§1.163(j)-1(b).

The

Fund

designates

the

following

as

a

percentage

of

taxable

ordinary

income

distributions

(dividend

income

and

short-term

gains,

if

any),

or

up

to

the

maximum

amount

allowable,

as

163(j)

eligible

for

the

calendar

year

ended

December

31,

2024

:

In

early

2025

,

if

applicable,

shareholders

of

record

received

the

above

information

on

QDI,

Foreign

Tax

Credit,

and

Section

199A

for

the

distribution

paid

to

them

by

the

Fund

during

the

calendar

year

2024

via

Form

1099.

The

Fund

will

notify

shareholders

in

early

2026

of

amounts

paid

to

them

by

the

Fund,

if

any,

during

the

calendar

year

2025

.

This

information

is

given

to

meet

certain

requirements

of

the

Internal

Revenue

Code

and

should

not

be

used

by

shareholders

for

preparing

their

income

tax

returns.

For

tax

return

preparation

purposes,

please

refer

to

the

information

supplied

with

the

Form

1099-DIV

you

will

receive

from

the

Fund's

transfer

agent.

The

latest

tax

reporting

supplement

is

available

on

Principal's

Tax

Center

website.

Website:

https://www.principal.com/tax-center

Please

consult

your

tax

advisor

if

you

have

any

questions.

DRD

Principal

Private

Credit

Fund

I

0.00%

QDI

Principal

Private

Credit

Fund

I

0.00%

163(j)

Interest

Dividends

Principal

Private

Credit

Fund

I

95.98

%

Principal

Funds

Distributor,

Inc.

711

High

Street

Des

Moines,

IA

50392-6370

Do

not

use

this

address

for

business

correspondence

PrincipalAM.com

Investing

involves

risk,

including

possible

loss

of

principal.

This

shareholder

report

is

published

as

general

information

for

the

shareholders

of

Principal

Private

Credit

Fund

I.

This

material

is

not

authorized

for

distribution

unless

preceded

or

accompanied

by

a

current

prospectus

or

a

summary

prospectus

that

includes

more

information

regarding

the

risk

factors,

expenses,

policies,

and

objectives

of

the

funds.

Investors

should

read

the

prospectus

or

summary

prospectus

carefully

before

investing.

To

obtain

a

prospectus

or

summary

prospectus,

please

contact

your

financial

professional

or

call

800-222-5852.

Principal

Funds

are

distributed

by

Principal

Funds

Distributor,

Inc.

Principal

®

,

Principal

Financial

Group

®

,

and

Principal

and

the

logomark

design

are

registered

trademarks

of

Principal

Financial

Services,

Inc.,

a

Principal

Financial

Group

company,

in

the

United

States

and

are

trademarks

and

services

marks

of

Principal

Financial

Services,

Inc.,

in

various

countries

around

the

world.

©

2025

Principal

Financial

Services,

Inc.

|

INF104AR-0

|

03/2025

|

4312610

ITEM 2 – CODE OF ETHICS

(a) The Registrant has adopted a code of ethics (the "Code of Ethics") that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

(b) Not applicable.

(c) The Registrant has not amended, as described in Item 2(c) of Form N-CSR, its Code of Ethics during the period covered by the shareholder report presented in Item 1 hereto.

(d) The Registrant has not granted a waiver or an implicit waiver from a provision of its Code of Ethics during the period covered by the shareholder report presented in Item 1 hereto.

(e) Not applicable.

(f) The Registrant's Code of Ethics is attached as an Exhibit hereto in response to Item 19(a)(1).

ITEM 3 – AUDIT COMMITTEE FINANCIAL EXPERT

The Registrant's Board has determined that Shane Goodwin, a member of the Registrant’s Audit Committee, is an "audit committee financial expert" and "independent," as such terms are defined in this Item.

ITEM 4 – PRINCIPAL ACCOUNTANT FEES AND SERVICES

(a) Audit Fees.

Ernst & Young is the principal accountant for the registrant. As such, Ernst & Young has audited the financial statements of the registrant and reviewed regulatory filings that include those financial statements. During the last two fiscal years, Ernst & Young has billed the following amounts for their professional services.

March 31, 2025 - $165,639

(b) Audit-Related Fees.

Ernst & Young provided audit-related services to the registrant that are not included in response to item 4(a). Those services related to the review of Form N-2. During the last two fiscal years, Ernst & Young has billed the following amounts for those services.

March 31, 2025 - $0

Ernst & Young billed no fees that registrant’s audit committee was required to pre-approve pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X.

(c) Tax Fees.

Ernst & Young prepares and reviews the federal income tax returns and federal excise tax returns of the registrant. In connection with this service, Ernst & Young prepares and reviews the calculation of the registrant’s dividend distributions that are included as deductions on the tax returns. Ernst & Young also provides services to identify passive foreign investment companies. Ernst & Young also provides services to understand and comply with tax laws in certain foreign countries and services to determine the taxability of corporate actions. During the last two fiscal years, Ernst & Young has billed the following amounts for their professional tax services.

March 31, 2025 - $12,756

Ernst & Young billed no fees that registrant’s audit committee was required to pre-approve pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X.

(d) All Other Fees.

Ernst & Young has not billed the registrant for other products or services during the last two fiscal years.

Ernst & Young billed no fees that registrant’s audit committee was required to pre-approve pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X.

(e) (1) Audit Committee Pre-Approval Policy.

  The audit committee of the registrant has adopted the following pre-approval policy:

The Principal Funds

Policy on Auditor Independence

The purpose of this policy is to ensure the independence of the Principal Funds' primary independentauditor.This policy is establishedby the AuditCommittee (the "Committee") of the Board ofTrustees of the Principal Private Credit Fund I, Principal Real Asset Fund, and any other registered closed‑end investment companies that the Board of Trustees oversees (the “Funds”).

1.

Theprimaryindependentauditor,itssubsidiariesandaffiliatesshallnotprovideProhibited Services to the Funds.For the purposes of this policy, Prohibited Services are:

·

Servicesthataresubjecttoauditprocedureduringafinancialstatement

audit;

·

Serviceswheretheauditorwouldactonbehalfof

management;

·

Serviceswheretheauditorisanadvocatetotheclient'spositioninanadversarial proceeding;

·

Bookkeeping or other services related to the accounting records or financial statements of the Funds, its subsidiaries and affiliates;

·

Financialinformationsystemsdesignand

implementation;

·

Appraisalorvaluationservices,fairnessopinions,orcontribution-in-kind

reports;

·

Actuarial

services;

·

Internalauditfunctionsorhuman

resources;

·

Brokerordealer,investmentadvisor,orinvestmentbanking

services;

·

Legalservicesandexpertservicesunrelatedtothe

audit;

·

Tax planning services related to listed, confidential and aggressive

transactions;

·

Personal tax planning services to individuals in a financial reporting oversight rolewithregardtotheFunds(otherthanmembersoftheBoardoftheFunds who are not also officers of the Funds), including the immediate family members of such individuals;

·

Any other service that the Public Company Accounting Oversight Board (PCAOB) determines, by regulation, is impermissible; and

·

Any other service that the International Ethics Standards Board for Accountants (IESBA) determines, by regulation, is impermissible.

2.

(A) All services the primary independent auditor, its subsidiaries and affiliates provide to the Funds, and (B) Audit services, including audits of annual financial statements, audits ofacquiredordivestedbusinessesorreviewofregulatoryfilings,anyindependentauditor provides,shallbeapprovedbytheCommitteeinadvanceinaccordancewiththefollowing

procedure:

Each quarter, Management will present to the Committee for pre-approval and pre-concurrence, a detailed description of each particular service, excluding tax services, for which pre-approval and pre-concurrenceissought,andthe correspondingrangeoffeesforsuchservice.TheCommitteemay delegate pre-approval and pre-concurrence authority to one or more of its members provided such delegated member(s) shall present a report of any services so pre-approved and pre-concurred to the full Committee at its next regularly scheduled meeting.The Committee Chairperson shall have pre-approval and pre-concurrence authority for changes to any range of fees applicable to services the Committee previously approved and for new services and the range of fees for such services that arise between regularly scheduled Committee

meetings.

Similarly, the primary independent auditor will present to the Committee for pre- approval and pre-concurrence a written description of the nature and scope of all tax services not expressly prohibited, including the fee arrangements for such services, and the potential effects of such services on the audit firm’s independence.

Inconsideringwhetherto

grant

pre-approval and pre-concurrence with respect to theprimaryindependentauditor’sprovision of non-audit services, the Committee (or the delegated members(s), as applicable) will consider whether the services are compatiblewiththemaintenanceofsuchauditor'sindependence.TheCommittee (or the delegated members(s), as applicable) will also consider whether the primary independent auditor is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with the Funds' business, people, culture, accounting systems, risk profile and otherfactors,andwhethertheservicemightenhancetheFunds'abilitytomanage or control risk or improve audit quality.

3.

Theprovisionsofthispolicyshallapplytoallauditandnon-auditservicesprovideddirectly to the Funds.Additionally, the provisions of this policy shall apply to non-audit services provided to Principal Global Investors, LLC (“PGI”) or an affiliate of PGI that provides ongoing services to the Funds if the engagement relates directly to the operations and financial reporting of the Funds as well as any controlled subsidiary.

4.

Not less than annually, the primary independent auditor shall report to the Committee in writingallrelationshipsthatmayreasonablybethoughttobearonindependencebetween theauditorandtheFundsorpersonsinfinancialreportingoversightroles withrespectto any services provided by the auditor, its subsidiaries or affiliates as of the date of the communication, pursuant to Rule 3526 of the PCAOB.The primary independent auditor shall discuss with the Committee the potential effects of such relationships on the independence of the auditor.In addition, the primary independent auditor shall affirm, in writing, that, as of the date of the communication, it is independent within the meaning of the federal securities laws and Rule 3520 of the PCAOB.

5.

The Committee shall monitor that the lead (or coordinating) audit partners, as well as the reviewing audit partner, of the Funds' primary independent auditor are rotated at least every five years and subject upon rotation to a five year "time out" period.All other audit partners of the primary independent auditor, excluding partners who simply consult with othersontheauditengagementregardingtechnicalissues,shallrotateaftersevenyears and be subject upon rotation to a two year "time out" period.

6.

NeithertheFundsnorPGImayhireorpromoteanyformerpartner,principal,shareholder or professional employee (Former Employee) of the primary independent auditor into a financial reporting oversight role unless the Former Employee (1) has severed his/her economic interest in the independent audit firm, and (2) was not a member of the audit engagement team for the Funds during the one year period preceding the date that the auditproceduresbeganforthefiscalperiodinwhichtheFundsorPGIproposestohireor promote the Former Employee.Neither the Funds nor PGI shall, without prior written consentoftheprimaryindependentauditor,hireorpromoteanyFormerEmployeeintoa rolenotprohibitedaboveiftheFormerEmployeehadprovidedanyservicestotheFunds orPGIduringthe12monthsprecedingthedateoffilingoftheFunds'mostrecentannual report with the SEC.Upon termination of the primary independent auditor, the Funds or PGIshallnot,withoutpriorwrittenconsentoftheformerprimaryindependentauditor,hire or promote any Former Employee for a period of up to 12 months from termination.

7.

Forpersonsrecentlypromotedorhiredintoafinancialreportingoversightrole(otherthan membersoftheBoardoftheFundswhoarenotalsoofficers

or otherwise “interested persons” (as defined by the Investment Company Act of 1940)

oftheFunds),anypersonal tax planning services pursuant to an engagement that was in progress before the hiring or promotion and provided by the primary independent auditor must be completed on or before 180 days after the hiring or promotion.

8.

The phrase "financial reporting oversight role" means a role in which a person is in a positiontoexerciseinfluenceoverthecontentsofthefinancialstatementsoranyonewho prepares them, such as a member of the board of directors or similar management or governing body, chief executive officer, president, chief operating officer, chief financial officer, counsel, controller, chief internal auditor, or any equivalent positions.

(AdoptedbytheAuditCommitteeoftheBoardoftheFundson

March 22

,

2024).

(e) (2) Pre-Approval Waivers.

There were no services, or 0%, provided to the registrant by Ernst & Young that were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f)

Substantially all work in connection with the audit of the registrant’s financial statements was performed by full-time employees of Ernst & Young.

(g)

The aggregate non-audit fees Ernst & Young billed to the registrant, the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the adviser that provides ongoing services to the registrant for each of registrant's last two fiscal years were as follows.

March 31, 2025 - $225,575

(h)

The registrant’s audit committee of the board has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence and notes there were no fees requiring such consideration.

(i) The registrant has not been identified by the Securities and Exchange Commission as having filed an annual report issued by a registered public accounting firm branch or office that is located in a foreign jurisdiction where the Public Company Accounting Oversight Board is unable to inspect or completely investigate because of a position of authority in that jurisdiction.

(j) the registrant is not a foreign issuer.

ITEM 5 – AUDIT COMMITTEE OF LISTED REGISTRANTS

(a) Not applicable.

(b) Not applicable.

ITEM 6 – INVESTMENTS

Schedule of Investments is included as part of the Report to Stockholders filed under Item 1 of this form.

ITEM 7 – FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES

(a) Not applicable.

(b) Not applicable.

ITEM 8 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

ITEM 9 – PROXY DISCLOSURES FOR OPEN-END MANAGEMENT COMPANIES

Not applicable.

ITEM 10 – REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

ITEM 11 – STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT

Statement Regarding Basis for Approval of Investment Advisory Contracts is included as part of the Report to Stockholders filed under Item 1 of this form.

ITEM 12 – DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Below are copies of the Registrant’s proxy voting policies and procedures, which consist of the proxy voting policies and procedures of the Registrant’s adviser, Principal Global Investors, LLC (“PGI”), and its sub-advisers.

Proxy Voting Policies and Procedures For

Principal Real Asset Fund

Principal Private Credit Fund I

(each a “Fund” and together the “Interval Funds”)

The Board has delegated responsibility for decisions regarding proxy voting for securities held by each Fund to Principal Global Investors (“PGI”) or to the Fund’s sub-advisor, as appropriate. PGI and each sub-advisor will vote such proxies in accordance with its proxy policies and procedures, which have been reviewed by the Fund’s Board. Any material changes to the proxy policies and procedures will be submitted to the Board for approval.

For Funds that participate in a securities lending program, the voting rights for securities that are loaned are transferred to the borrower. Therefore, the lender (i.e., a Fund) is not entitled to vote the loaned securities, unless it recalls those securities. Those managing the Fund’s investments may recall securities for voting purposes when they reasonably believe the ability to vote such securities outweighs the additional revenue received if such securities were not recalled.

The Funds have a policy prohibiting investment in securities of Principal Financial Group, Inc., except for those Funds that track an index and are permitted to do so under SEC no-action relief. If any such securities are owned in any of the Funds’ portfolios, the Investment Adviser will vote according to third-party guidelines. PGI has a policy to not buy securities of affiliated entities in the portfolios they manage.

Each quarter, the adviser or sub-adviser must provide to the Interval Funds:

1.Written affirmation that all proxies voted during the preceding calendar quarter, other than those specifically identified by the adviser or sub-adviser, were voted in a manner consistent with the adviser's or sub-adviser's voting policies and procedures. In order to monitor the potential effect of conflicts of interest of an adviser or sub-adviser, the adviser or sub-adviser will identify any proxies the adviser or sub-adviser voted in a manner inconsistent with its policies and procedures. The adviser or sub-adviser shall list each vote, explain why the adviser or sub-adviser voted in a manner contrary to its policies and procedures, state whether the adviser or sub-adviser’s vote was consistent with the recommendation to the adviser or sub-adviser of a third-party and, if so, identify the third-party; and

2.Written notification of any material changes to the adviser's or sub-adviser's proxy voting policies and procedures made during the preceding calendar quarter.

Annually, the adviser or sub-adviser must provide to the Interval Funds, no later than July 31, their proxy voting data for each vote cast during the 12-month period ended June 30 for each Fund portfolio or portion of Fund portfolio for which it serves as investment adviser, in a format acceptable to Fund management.

         Principal Global Investors, LLC

Proxy Voting Policy

Introduction

Principal Global Investors, LLC

[1]

 (doing business as Principal Asset Management) is an investment adviser registered with the U.S. Securities and Exchange Commission ("SEC") pursuant to the Investment Advisers Act of 1940 (the "Advisers Act"). As a registered investment adviser, Principal Asset Management has a fiduciary duty to act in the best interests of its clients. Principal Asset Management recognizes that this duty requires it to vote client securities, for which it has voting power on the applicable record date, in a timely manner and make voting decisions that are in the best interests of its clients. This document, the Principal Asset Management Proxy Voting Policies and Procedures (the "Policy"), is intended to comply with the requirements of the Investment Advisers Act of 1940, the Investment Company Act of 1940 and the Employee Retirement Income Security Act of 1974 applicable to the voting of the proxies of both US and non-US issuers on behalf of clients of Principal Asset Management who have delegated such authority and discretion.

Effective January 1, 2021, Finisterre Investment Teams adopted the policies and procedures in the Adviser's compliance manual except for the following proxy policies and procedures. Finisterre Investment Teams will continue to follow the previously adopted proxy policies and procedures until amended. Please see the Appendix to the compliance manual for Finisterre specific proxy policies and procedures.

Relationship between Investment Strategy, Sustainable Investing, and Proxy Voting

Principal Asset Management has a fiduciary duty to make investment decisions that are in its clients' best interests by maximizing the value of their shares. Proxy voting is an important part of this process through which Principal Asset Management can support strong corporate governance structures, shareholder rights, and transparency.

Principal Asset Management also believes a company's positive environmental and social practices may influence the value of the company, with a goal of leading to long-term shareholder value.

Principal Asset Management may take these factors into consideration, alongside other non­ sustainability factors, when voting proxies in its effort to seek the best outcome for its clients. We consider disclosure a useful resource in determining risks and seek to balance these disclosures with the practice and views of management. Principal Asset Management believes that the integrated consideration of sustainable investment practices may help identify sources of risk that could erode the long-term investment results it seeks on behalf of its clients. From time to time, Principal Asset Management may work with various sustainability-related organizations to engage issuers or advocate for greater levels of disclosure.

ROLES AND RESPONSIBILITIES

Role of the Proxy Voting Committee

Principal Asset Management's Proxy Voting Committee (the "Proxy Voting Committee") shall (i) oversee the voting of proxies and the Proxy Advisory Firm, (ii) where necessary, make determinations as to how to instruct the vote on certain specific proxies, (iii) verify ongoing compliance with the Policy, (iv) review the business practices of the Proxy Advisory Firm and (v) evaluate, maintain, and review the Policy on an annual basis.

The Proxy Voting Committee is comprised of representatives of each investment team and a representative from Principal Asset Management Risk, Legal, Operations, and Compliance will be available to advise the Proxy Voting Committee but are non-voting members.

The Proxy Voting Committee may designate one or more of its members to oversee specific, ongoing compliance with respect to the Policy and may designate personnel to instruct the vote on proxies on behalf the Principal Asset Management clients (collectively, "Authorized Persons").

The Proxy Voting Committee shall meet at least four times per year, and as necessary to address special situations.

Role of Portfolio Management

While the Proxy Voting Committee establishes the Guidelines and Procedures, the Proxy Voting Committee does not direct votes for any client except in certain cases where a conflict of interest exists. Each investment team is responsible for determining how to vote proxies for those securities held in the portfolios their team manages. While investment teams generally vote consistently with the Guidelines, there may be instances where their vote deviates from the Guidelines. In those circumstances, the investment team will work within the Exception Process. In some instances, the same security may be held by more than one investment team. In these cases, Principal Asset Management may vote differently on the same matter for different accounts as determined by each investment team.

Proxy Voting Guidelines

The Proxy Voting Committee, on an annual basis, or more frequently as needed, will direct each investment team to review draft proxy voting guidelines recommended by the Committee ("Draft Guidelines"). The Proxy Voting Committee will collect the reviews of the Draft Guidelines to determine whether any investment teams have positions on issues that deviate from the Draft Guidelines. Based on this review, Principal Asset Management will adopt proxy voting guidelines. Where an investment team has a position which deviates from the Draft Guidelines, an alternative set of guidelines for that investment team may be created. Collectively, these guidelines will constitute the current Proxy Voting Guidelines of Principal Asset Management and may change from time to time (the "Guidelines"). The Proxy Voting Committee has the obligation to determine that, in general, voting proxies pursuant to the Guidelines is in the best interests of clients. Exhibit A (Base) and Exhibit B (Sustainable) to the Policy sets forth the current Guidelines.

There may be instances where proxy votes will not be in accordance with the Guidelines. Clients may instruct Principal Asset Management to utilize a different set of guidelines, request specific deviations, or directly assume responsibility for the voting of proxies. In addition, Principal Asset Management may deviate from the Guidelines on an exception basis if the investment team or Principal Asset Management has determined that it is the best interest of clients in a particular strategy to do so, or where the Guidelines do not direct a particular response and instead list relevant factors. Any such a deviation will comply with the Exception Process which shall include a written record setting out the rationale for the deviation.

The subject of the proxy vote may not be covered in the Guidelines. In situations where the Guidelines do not provide a position, Principal Asset Management will consider the relevant facts and circumstances of a particular vote and then vote in a manner Principal Asset Management believes to be in the clients' bests interests. In such circumstance, the analysis will be documented in writing and periodically presented to the Proxy Voting Committee. To the extent that the Guidelines do not cover potential voting issues, Principal Asset Management may consider the spirit of the Guidelines and instruct the vote on such issues believed to be in the best interests of the client.

Use of Proxy Advisory Firms

Principal Asset Management has retained one or more third-party proxy service provider(s) (the "Proxy Advisory Firm") to provide recommendations for proxy voting guidelines, information on shareholder meeting dates and proxy materials, translate proxy materials printed in a foreign language, provide research on proxy proposals, operationally process votes in accordance with the Guidelines on behalf of the clients for whom Principal Asset Management has proxy voting responsibility, and provide reports concerning the proxies voted ("Proxy Voting Services"). Although Principal Asset Management has retained the Proxy Advisory Firm for Proxy Voting Services, the entity remains responsible for proxy voting decisions. Principal Asset Management has designed the Policy to oversee and evaluate the Proxy Advisory Firm, including with respect to the matters described below, to support its voting in accordance with this Policy.

Oversight of Proxy Advisory Firms

Prior to the selection of any new Proxy Advisory Firm and annually thereafter or more frequently if deemed necessary by Principal Asset Management, the Proxy Voting Committee will consider whether the Proxy Advisory Firm: (a) has the capacity and competency to adequately analyze proxy issues and provide the Proxy Voting Services the Proxy Advisory Firm has been engaged to provide and (b) can make its recommendations in an impartial manner, in consideration of the best interests of Principal Asset Management's clients, and consistent with its voting policies. Such considerations may include, depending on the Proxy Voting Services provided, the following: (i) periodic sampling of votes pre­ populated by the Proxy Advisory Firm's systems as well as votes cast by the Proxy Advisory Firm to review that the Guidelines adopted by Principal Asset Management are being followed; (ii) onsite visits to the Proxy Advisory Firm office and/or discussions with the Proxy Advisory Firm to determine whether the Proxy Advisory Firm continues to have the capacity and competency to carry out its proxy obligations to Principal Asset Management; (iii) a review of those aspects of the Proxy Advisory Firm's policies, procedures, and methodologies for formulating voting recommendations that Principal Asset Management considers material to Proxy Voting Services, including factors considered, with a particular focus on those relating to identifying, addressing, and disclosing potential conflicts of interest (including potential conflicts related to the provision of Proxy Voting Services, activities other than Proxy Voting Services, and those presented by affiliation such as a controlling shareholder of the Proxy Advisory Firm) and monitoring that materially current, accurate, and complete information is used in creating recommendations and research; (iv) requiring the Proxy Advisory Firm to notify Principal Asset Management if there is a substantive change in the Proxy Advisory Firm's policies and procedures or otherwise to business practices, including with respect to conflicts, information gathering and creating voting recommendations and research, and reviewing any such change(s); (v) a review of how and when the Proxy Advisory Firm engages with, and receives and incorporates input from, issuers, the Proxy Advisory Firm's clients and other third-party information sources; (vi) assessing how the Proxy Advisory Firm considers factors unique to a specific issuer or proposal when evaluating a matter subject to a shareholder vote; (vii) in case of an error made by the Proxy Advisory Firm, discussing the error with the Proxy Advisory Firm and determining whether appropriate corrective and preventive action is being taken; and (viii) assessing whether the Proxy Advisory Firm appropriately updates its methodologies, guidelines, and voting recommendations on an ongoing basis and incorporates input from issuers and Proxy Advisory Firm clients in the update process. In evaluating the Proxy Advisory Firm, Principal Asset Management may also consider the adequacy and quality of the Proxy Advisory Firm's staffing, personnel, and/or technology.

Procedures for Voting Proxies

To increase the efficiency of the voting process, Principal Asset Management utilizes the Proxy Advisory Firm to act as its voting agent for its clients' holdings. Issuers initially send proxy information to the clients' custodians.

Principal Asset Management instructs these custodians to direct proxy related materials to the Proxy Advisory Firm. The Proxy Advisory Firm provides Principal Asset Management with research related to each resolution. Principal Asset Management analyzes relevant proxy materials on behalf of their clients and seeks to instruct the vote (or refrain from voting) in accordance with the Guidelines. A client may direct Principal Asset Management to vote for such client's account differently than what would occur in applying the Policy and the Guidelines. Principal Asset Management may also agree to follow a client's individualized proxy voting guidelines or otherwise agree with a client on particular voting considerations. Principal Asset Management seeks to vote (or refrain from voting) proxies for its clients in a manner determined to be in their best interests, which may include both considering both the effect on the value of the client's investments and ESG factors. In some cases, Principal Asset Management may determine that it is in the best interests of clients to refrain from exercising the clients' proxy voting rights. Principal Asset Management may determine that voting is not in the best interests of a client and refrain from voting if the costs, including the opportunity costs, of voting would, in the view of Principal Asset Management, exceed the expected benefits of voting to the client.

Procedures for Proxy Issues within the Guidelines

Where the Guidelines address the proxy matter being voted on, the Proxy Advisor Firm will generally process all proxy votes in accordance with the Guidelines. The applicable investment team may provide instructions to vote contrary to the Guidelines in their discretion and with sufficient rationale documented in writing to seek to maximize the value of the client's investments or is otherwise in the client's best interest. This rationale will be submitted to Principal Asset Management Compliance to approve and once approved, is administered by Principal Asset Management Operations. This process will follow the Exception Process. The Proxy Voting Committee will receive and review a quarterly report summarizing all proxy votes for securities for which Principal Asset Management exercises voting authority. In certain cases, a client may have elected to have Principal Asset Management administer a custom policy which is unique to the Client. If Principal Asset Management is also responsible for the administration of such a policy, in general, except for the specific policy differences, the procedures documented here will also be applicable, excluding reporting and disclosure procedures.

Procedures for Proxy Issues Outside the Guidelines

To the extent that the Guidelines do not cover potential voting issues, the Proxy Advisory Firm will seek direction from Principal Asset Management. Principal Asset Management may consider the spirit of the Guidelines and instruct the vote on such issues in a manner believed to be in the best interests of the client. Although this not an exception to the Guidelines, this process will also follow the Exception Process. The Proxy Voting Committee will receive and review a quarterly report summarizing all proxy votes for securities for which Principal Asset Management exercises voting discretion, which shall include instances where issues fall outside the Guidelines.

Securities Lending

Some clients may have entered into securities lending arrangements with agent lenders to generate additional revenue. If a client participates in such lending, the client will need to inform Principal Asset Management as part of their contract with Principal Asset Management if they require Principal Asset Management to take actions in regard to voting securities that have been lent. If not commemorated in such agreement nor dictated by regulatory requirements, Principal Asset Management will not recall securities and, as such, they will not have an obligation to direct the proxy voting of lent securities.

In the case of lending, Principal Asset Management maintains one share for each company security out on loan by the client. Principal Asset Management will vote the remaining share in these circumstances.

In cases where Principal Asset Management does not receive a solicitation or enough information within a sufficient time (as reasonably determined by Principal Asset Management) prior to the proxy­ voting deadline, Principal Asset Management or the Proxy Advisory Firm may be unable to vote.

Regional Variances in Proxy Voting

Principal Asset Management utilizes the Policy and Guidelines for both US and non-US clients, and there are some significant differences between voting U.S. company proxies and voting non-U.S. company proxies. For U.S. companies, it is usually relatively easy to vote proxies, as the proxies are typically received automatically and may be voted by mail or electronically. In most cases, the officers of a U.S. company soliciting a proxy act as proxies for the company's shareholders.

With respect to non-U.S. companies, we make reasonable efforts to vote most proxies and follow a similar process to those in the U.S. However, in some cases it may be both difficult and costly to vote proxies due to local regulations, customs or other requirements or restrictions, and such circumstances and expected costs may outweigh any anticipated economic benefit of voting. The major difficulties and costs may include: (i) appointing a proxy; (ii) obtaining reliable information about the time and location of a meeting; (iii) obtaining relevant information about voting procedures for foreign shareholders; (iv) restrictions on trading securities that are subject to proxy votes (share-blocking periods); (v) arranging for a proxy to vote locally in person; (vi) fees charged by custody banks for providing certain services with regard to voting proxies; and (vii) foregone income from securities lending programs. In certain instances, it may be determined by Principal Asset Management that the anticipated economic benefit outweighs the expected cost of voting. Principal Asset Management intends to make their determination on whether to vote proxies of non-U.S. companies on a case-by­ case basis. In doing so, Principal Asset Management shall evaluate market requirements and impediments, including the difficulties set forth above, for voting proxies of companies in each country. Principal Asset Management periodically reviews voting logistics, including costs and other voting difficulties, on a client by client and country by country basis, in order to determine if there have been any material changes that would affect Principal Asset Management's determinations and procedures.

Conflicts of Interest

Principal Asset Management recognizes that, from time to time, potential conflicts of interest may exist. In order to avoid any perceived or actual conflict of interest, the procedures set forth below have been established for use when Principal Asset Management encounters a potential conflict to ensure that its voting decisions are based on maximizing shareholder value and are not the product of a conflict.

Addressing Conflicts of Interest - Exception Process

Prior to voting contrary to the Guidelines, the relevant investment team must complete and submit a report to Principal Asset Management Compliance setting out the name of the security, the issue up for vote, a summary of the Guidelines' recommendation, the vote changes requested and the rational for voting against the Guidelines' recommendation. The member of the investment team requesting the exception must attest to compliance with Principal's Code of Conduct and has an affirmative obligation to disclose any known personal or business relationship that could affect the voting of the applicable proxy. Principal Asset Management Compliance will approve or deny the exception in consultation, if deemed necessary, with the Legal.

If Principal Asset Management Compliance determines that no potential material conflict exists, the Guidelines may be overridden. If Principal Asset Management Compliance determines that there exists or may exist a material conflict, it will refer the issue to the Proxy Voting Committee. The Proxy Voting Committee will consider the facts and circumstances of the pending proxy vote and the potential or actual material conflict and decide by a majority vote as to how to vote the proxy - i.e., whether to permit or deny the exception.

In considering the proxy vote and potential material conflict of interest, the Proxy Voting Committee may review the following factors:

•

The percentage of outstanding securities of the issuer held on behalf of clients by Principal Asset Management;

•

The nature of the relationship of the issuer with Principal Asset Management, its affiliates, or its executive officers;

•

Whether there has been any attempt to directly or indirectly influence the investment team's decision;

•

Whether the direction of the proposed vote would appear to benefit Principal Asset Management or a related party; and/or

•

Whether an objective decision to vote in a certain way will still create a strong appearance of a conflict.

To further address potential conflicts of interest for any proxy votes specific to Principal Financial Group common stock, the exception process is not applicable. In the case of any proprietary electronically traded funds ("ETF"s), mutual funds or other comingled proprietary vehicles, PGI will vote in the same proportion as all other voting shareholders of the underlying fund/vehicle, which is referred to as echo voting, and the exception process is not applicable If echo voting is not available or operationally feasible, PGI may abstain from voting.

In the event that the Proxy Advisor Firm itself has a conflict and thus is unable to provide a recommendation, the investment team may vote in accordance with the recommendation of another independent service provider, if available. If a recommendation from an independent service provider other than the Proxy Advisor Firm is not available, the investment team will follow the Exception Process. Principal Asset Management Compliance will review the form and if it determines that there is no potential material conflict mandating a voting recommendation from the Proxy Voting Committee, the investment team may instruct the Proxy Advisory Firm to vote the proxy issue as it determines is in the best interest of clients. If Principal Asset Management Compliance determines that there exists or may exist a material conflict, it will refer the issue to the Proxy Voting Committee for consideration as outlined above.

Availability of Proxy Voting Information and Recordkeeping

Disclosure

Principal Asset Management publicly discloses on our website Principal Asset Management Vote Disclosure. The interactive voting dashboard, allows for dynamic disclosure of the manner in which votes were cast, including details related to (i) votes against management, (ii) abstentions, (iii) vote rationale, and (iii) voting metrics. For more information, Clients may contact Principal Asset Management for details related to how Principal Asset Management has voted with respect to securities held in the Client's account. On request, Principal Asset Management will provide clients with a summary of Principal Asset Management's proxy voting guidelines, process, and policies and will inform the clients how they can obtain a copy of the complete Proxy Voting Policies and Procedures upon request. Principal Asset Management will also include such information described in the preceding two sentences in Part 2A of its Form ADV.

Recordkeeping

Principal Asset Management will keep records of the following items: (i) the Guidelines; (ii) the Proxy Voting Policies and Procedures; (iii) proxy statements received regarding client securities (unless such statements are available on the SEC's Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system); (iv) records of votes they cast on behalf of clients, which may be maintained by a Proxy Advisory Firm if it undertakes to provide copies of those records promptly upon request; (v) records of written client requests for proxy voting information and responses from Principal Asset Management (whether a client's request was oral or in writing); (vi) any documents prepared by Principal Asset Management that were material to making a decision how to vote, or that memorialized the basis for the decision; (vii) a record of any testing conducted on any Proxy Advisory Firm's votes; (viii) materials collected and reviewed by Principal Asset Management as part of its due diligence of the Proxy Advisory Firm; (ix) a copy of each version of the Proxy Advisory Firm's policies and procedures provided to Principal Asset Management; and (x) the minutes of the Proxy Voting Committee meetings. All of the records referenced above will be kept in an easily accessible place for at least the length of time required by local regulation and custom, and, if such local regulation requires that records are kept for less than six years from the end of the fiscal year during which the last entry was made on such record, we will follow the US rule of six years. If the local regulation requires that records are kept for more than six years, we will comply with the local regulation. We maintain the vast majority of these records electronically.

ITEM 13 – PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

This section contains information about portfolio managers and the other accounts they manage, their compensation, and their ownership of securities. The “Ownership of Securities” tables reflect the portfolio managers’ beneficial ownership, which means a direct or indirect pecuniary interest.

Information in this section is as of March 31, 2025, unless otherwise noted.

(a)(1)

Tim Warrick, CFA – Managing Director, Group Head

Tim has served as portfolio manager for the Fund since its launch in 2024. Tim has been Principal for over 30 years and leads its Direct Lending business and is the Portfolio Manager for the strategy. He is also a member of the Direct Lending Investment Committee. Tim has spent much of his career managing corporate and U.S. core plus portfolios and continues to manage select portfolios in these strategies. He previously served as Portfolio Management Team Leader with responsibility for overseeing portfolio management functions for all total return fixed income products. Tim also oversaw the corporate trading desk, was one of the first Portfolio Managers for Principal’s general account and began his career at Principal as a fixed income credit analyst focused on both private and public credit. In addition to his responsibilities with the firm, Tim also spent two years with ReliaStar Investment Research, Inc., where he was an Analyst for multiple sectors, including mezzanine debt, leveraged bank loans, corporate bonds and asset-backed securities. Tim received an MBA from Drake University and a Bachelor's Degree in accounting and economics from Simpson College. Tim holds the Chartered Financial Analyst designation and is a member of the CFA Institute.

Matt Darrah – Managing Director – Head of Underwriting

Matt has served as portfolio manager for the Fund since its launch in 2024. Matt leads the Underwriting Team for Principal’s Direct Lending strategy with responsibility for the team’s underwriting philosophy and processes, as well as overseeing the underwriting of new direct loan investment opportunities. Matt is a member of the Direct Lending Investment Committee and has been with PGI since 2020. He has 15 years of experience in direct lending, having previously started the strategy for Capital Southwest, a publicly traded, lower middle market business development company, and also as Portfolio Manager of the leveraged loan strategy for Petrus Asset Management, the primary investment vehicle for Ross Perot and his family. Matt received a Bachelor's Degree in finance from Southern Methodist University.

(a)(2)

The following table provides information relating to other accounts managed by the Registrant’s portfolio managers disclosed in (a)(1) above.

Other Accounts Managed
			Number of	Total Assets of the
Principal Private Credit Fund I	Total Number	Total Assets in the	Accounts that Base the Advisory Fee on	Accounts that Base the Advisory Fee on
	of Accounts	Accounts	Performance	Performance
Tim Warrick
Registered investment companies	0	N/A	0	N/A
Other pooled investment vehicles	8	$448,265,154	1	$109,334,780.65
Other accounts	1	$98,823,615	0	N/A
Matt Darrah
Registered investment companies	0	N/A	0	N/A
Other pooled investment vehicles	8	$448,265,154	1	$109,334,780.65
Other accounts	1	$98,823,615	0	N/A

Conflicts of Interest

Portfolio managers at PGI and the Sub-Advisors typically manage multiple accounts. These accounts may include, among others, mutual funds, proprietary accounts, and separate accounts (assets managed on behalf of pension funds, foundations, and other investment accounts). The management of multiple funds and accounts may give rise to potential conflicts of interest if the funds and accounts have different objectives, benchmarks, time horizons, and fees. In addition, the side-by-side management of these funds and accounts may raise potential conflicts of interest relating to cross trading, the allocation of investment opportunities, and the aggregation and allocation of trades. PGI seeks to provide best execution of all securities transactions and aggregate and then allocate securities to client accounts in a fair and timely manner. To this end, PGI has developed policies and procedures designed to mitigate and manage the potential conflicts of interest that may arise from side-by-side management.

(a)(3)

PGI offers the Fund's investment professionals a competitive compensation structure that is evaluated annually relative to other global asset management firms to ensure its continued competitiveness and alignment with industry best practices. The objective of the structure is to offer market competitive compensation that aligns individual and team contributions with firm and client performance objectives in a manner that is consistent with industry standards and business results.

Compensation for the Fund's investment team is comprised of base salary and variable incentive components. As team members advance in their careers, the variable component increases in its proportion commensurate with responsibility levels. The variable component is designed to reinforce delivery of investment performance, firm performance, team collaboration, regulatory compliance, operational excellence, client retention and client satisfaction. Investment performance is measured on a pretax basis against relative client benchmarks and peer groups over one year, three-year and five-year periods, calculated quarterly, reinforcing a longer term orientation.

Payments under the variable incentive plan are delivered in the form of cash or a combination of cash and deferred compensation. The amount of incentive delivered in the form of deferred compensation depends on the size of an individual’s incentive award as it relates to a tiered deferral scale. Deferred compensation is required to be invested into Principal Financial Group (“PFG”) restricted stock units and funds managed by the team, via a co-investment program. Both payment vehicles are subject to a three year vesting schedule. The overall measurement framework and the deferred component are well aligned with our desired focus on clients’ objectives (e.g. co-investment), alignment with Principal stakeholders, and talent retention.

In addition to deferred compensation obtained through their compensation programming, team members have investments acquired through their participation in the PFG’s employee stock purchase plan, retirement plans, and direct personal investments. It should be noted that the Company’s retirement plans and deferred compensation plans generally utilize its non-registered group separate accounts or commingled vehicles rather than the traditional mutual funds. However, in each instance these vehicles are managed in lockstep alignment with the mutual funds (i.e. “clones”).

(a)(4)   The portfolio managers disclosed in (a)(1) above own shares of the Registrant as follows:

Portfolio Manager	Dollar Range of Securities Owned by the Portfolio Manager
Tim Warrick	None
Matt Darrah	None

(b)        Not applicable.

ITEM 14 – PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS

Not applicable.

ITEM 15 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 16 – CONTROLS AND PROCEDURES

a) The registrant's principal executive officer and principal financial officer have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) are effective (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing).

(b) There have been no changes in the registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 17 – DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable.

ITEM 18 – RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

(a) Not applicable.

(b)

Not applicable.

ITEM 19 – EXHIBITS

(a)(1) Code of Ethics required to be disclosed under Item 2 of Form N-CSR attached hereto as

Exhibit 99.CODE ETH

.

(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940 are attached hereto as

Exhibit 99.CERT

.

(b) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(b) under the Investment Company Act of 1940 is attached hereto as

Exhibit 99.906CERT

.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) Principal Private Credit Fund I

By /s/ Barbara Wenig

               Barbara Wenig, President and Chief Executive Officer (Principal Executive Officer)

Date 5/12/2025

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By /s/ Barbara Wenig

              Barbara Wenig, President and Chief Executive Officer (Principal Executive Officer)

Date 5/12/2025

By /s/ Michael Scholten

              Michael Scholten, Chief Financial Officer (Principal Financial Officer)

Date 5/12/2025

[1]

Principal Global Investors, LLC ("PGI") began using Principal Asset Management ("Principal AM") as a DBA (doing business as) name and PGI will be referenced throughout this document as Principal AM (or "the Firm"). While Principal AM may include other entities, this Charter refers specifically to PGI and Principal Real Estate Investors, LLC.