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

(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, 2026

    Date of reporting period: September 30, 2025

ITEM 1 – REPORT TO STOCKHOLDERS

Principal

Private

Credit

Fund

Semi-Annual

Report

September

30,

2025

Sign

up

for

eDelivery!

Safe,

secure

and

ready

when

you

are,

sign

up

for

eDelivery

today.

Visit

PrincipalAM.com

Note:

If

your

shares

are

not

held

directly

with

Principal

Funds

but

through

a

brokerage

firm,

please

contact

your

broker

for

electronic

delivery

options

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

Consolidated

Financial

Statements

1

Notes

to

Consolidated

Financial

Statements

5

Consolidated

Schedule

of

Investments

15

Consolidated

Financial

Highlights

(includes

performance

information)

22

Shareholder

Expense

Example

24

Supplemental

Information

25

Consolidated

Statement

of

Assets

and

Liabilities

September

30,

2025

(unaudited)

1

See

accompanying

notes.

Amounts

in

thousands,

except

per

share

amounts

Principal

Private

Credit

Fund

(a)

Investment

in

securities--at

cost

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

$

105,855‌

Assets

Investment

in

securities--at

value 

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

$

106,185‌

Cash

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

1,532‌

Receivables:

Dividends

and

interest

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

446‌

Expense

reimbursement

from

Manager

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

57‌

Investment

securities

sold

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

741‌

Unrealized

gain

on

unfunded

commitments

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

80‌

Prepaid

expenses

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

506‌

Total

Assets  

109,547‌

Liabilities

(b)

Accrued

management

and

investment

advisory

fees

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

104‌

Accrued

administrative

fees

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

8‌

Accrued

transfer

agent

fees

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

7‌

Accrued

credit

facility

fees

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

37‌

Accrued

directors'

expenses

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

26‌

Accrued

professional

fees

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

205‌

Accrued

other

expenses

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

54‌

Cash

overdraft

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

1,385‌

Payables:

Borrowing

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

3,500‌

Dividends

payable

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

1‌

Investment

securities

purchased

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

2,220‌

Unrealized

loss

on

unfunded

commitments

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

15‌

Total

Liabilities  

7,562‌

Net

Assets

Applicable

to

Outstanding

Shares

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

$

101,985‌

Net

Assets

Consist

of:

Capital

shares

and

additional

paid-in-capital

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

$

101,581‌

Total

distributable

earnings

(accumulated

loss)

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

404‌

Total

Net

Assets 

$

101,985‌

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

.24‌

(c)

Maximum

Offering

Price

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

$

10

.86‌

Class

Y

:

Net

Assets

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

$

101,234‌

Shares

Issued

and

Outstanding

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

9,828‌

Net

Asset

Value

per

share

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

$

10

.30‌

Institutional

:

Net

Assets

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

$

740‌

Shares

Issued

and

Outstanding

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

72‌

Net

Asset

Value

per

share

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

$

10

.27‌

(a)

Effective

June

30,

2025,

Principal

Private

Credit

Fund

I

changed

its

name

to

Principal

Private

Credit

Fund.

(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

Six

Months

Ended

September

30,

2025

(unaudited)

2

See

accompanying

notes.

Amounts

in

thousands

Principal

Private

Credit

Fund

(a)

Net

Investment

Income

(Loss)

Income:

Dividends

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

$

122‌

Interest

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

4,541‌

Total

Income

4,663‌

Expenses:

Management

and

investment

advisory

fees

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

597‌

Administrative

fees

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

48‌

Registration

fees

-

Class

A

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

15‌

Registration

fees

-

Class

Y

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

19‌

Registration

fees

-

Institutional

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

15‌

Transfer agent

fees

-

Class

A

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

7‌

Transfer agent

fees

-

Class

Y

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

20‌

Transfer agent

fees

-

Institutional

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

7‌

Credit

facility

fees

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

176‌

Custodian

fees

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

15‌

Directors'

expenses

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

85‌

Professional fees

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

338‌

Other

expenses

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

20‌

Total

Gross

Expenses

1,362‌

Less:

Reimbursement

from

Manager

-

Class

A

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

23‌

Less:

Reimbursement

from

Manager

-

Class

Y

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

261‌

Less:

Reimbursement

from

Manager

-

Institutional

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

23‌

Total

Net

Expenses

1,055‌

Net

Investment

Income

(Loss)

3,608‌

Net

Realized

and

Unrealized

Gain

(Loss)

on

investments

Net

realized

gain

(loss)

from:

Investment

transactions

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

(

28‌

)

Net

change

in

unrealized

appreciation/(depreciation)

of:

Investments

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

519‌

Net

Realized

and

Unrealized

Gain

(Loss)

on

investments

491‌

Net

Increase

(Decrease)

in

Net

Assets

Resulting

from

Operations

$

4,099‌

(a)

Effective

June

30,

2025,

Principal

Private

Credit

Fund

I

changed

its

name

to

Principal

Private

Credit

Fund.

Consolidated

Statement

of

Changes

in

Net

Assets

(unaudited)

3

See

accompanying

notes.

Amounts

in

thousands

Principal

Private

Credit

Fund

(a)

Period

Ended

September

30,

2025

Period Ended

March

31,

2025

(b)

Operations

Net

investment

income

(loss)

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

$

3,608‌

$

4,482‌

Net

realized

gain

(loss)

on

investments

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

(

28‌

)

58‌

Net

change

in

unrealized

appreciation/(depreciation)

of

investments

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

519‌

(

210‌

)

Net

Increase

(Decrease)

in

Net

Assets

Resulting

from

Operations

4,099‌

4,330‌

Dividends

and

Distributions

to

Shareholders

From

net

investment

income

and

net

realized

gain

on

investments

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

(

3,603‌

)

(

4,422‌

)

Total

Dividends

and

Distributions

(

3,603‌

)

(

4,422‌

)

Capital

Share

Transactions

Net

increase

(decrease)

in

capital

share

transactions

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

9,324‌

50,422‌

Total

Increase

(Decrease)

in

Net

Assets

9,820‌

50,330‌

Net

Assets

Beginning

of

period

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

92,165‌

41,835‌

End

of

period

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

$

101,985‌

$

92,165‌

Class

A

Class

Y

Institutional

Capital

Share

Transactions:

Period

Ended

September

30,

2025

Dollars:

Sold

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

–‌

$

5,000‌

$

722‌

Reinvested

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

–‌

3,589‌

13‌

Net

Increase

(Decrease)

–‌

$

8,589‌

$

735‌

Shares:

Sold

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

–‌

480‌

70‌

Reinvested

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

–‌

349‌

1‌

Net

Increase

(Decrease)

–‌

829‌

71‌

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

September

30,

2025

From

net

investment

income

and

net

realized

gain

on

investments

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

$

–‌

$

(

3,589‌

)

$

(

14‌

)

Total

Dividends

and

Distributions

$

–‌

$

(

3,589‌

)

$

(

14‌

)

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)

Effective

June

30,

2025,

Principal

Private

Credit

Fund

I

changed

its

name

to

Principal

Private

Credit

Fund.

(b)

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

Six

Months

Ended

September

30,

2025

(unaudited)

4

See

accompanying

notes.

Amounts

in

thousands

Principal

Private

Credit

Fund

(a)

Cash

Flows

from

Operating

Activities:

Net increase

in

net

assets

from

operations

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

$

4,099

Adjustments

to

reconcile

net

increase

in

net

assets

from

operations

to

net

cash

used

in

operating

activities:

Purchase

of

investment

securities

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

(26,

40

5

)

Proceeds

from

sale

of

investment

securities

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

18,408

Net

sales

or

(purchases)

of

short

term

securities

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

(5,295)

Net

accretion

of

bond

discounts

and

amortization

of

premiums

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

(82

)

Payment-in-kind

income

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

(101

)

Change

in

unrealized

(appreciation)

depreciation

on

investments

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

(519)

Net

realized

(gain)

loss

from

investments

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

28

(Increase)

decrease

in

dividends

and

interest

receivable

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

131

(Increase)

decrease

in

investment

securities

sold

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

(27)

(

Increase

)

decrease

in

unrealized

gain

on

unfunded

commitments

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

(8

7)

Increase

(decrease)

in

accrued

fees,

expenses,

and

expense

reimbursement

from

Manager

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

(247)

Increase

(decrease)

in

dividends

payable

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

1

Increase

(decrease)

in

investment

securities

purchased

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

1,606

Net

cash  used

in

operating

activities

(8,49

0

)

Cash

Flows

from

Financing

Activities:

Proceeds

from

shares

sold

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

5,722

Proceeds

from

 credit

facility

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

3,000

Dividends

and

distributions

paid

to

shareholders

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

(1)

Net

cash  provided

by

financing

activities

8,721

Net

increase in

cash

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

231

Cash

and

Cash

Equivalents:

Beginning

of

period

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

$

(84)

End

of

period

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

$

147

Supplemental

disclosure

of

cash

flow

information:

Reinvestment

of

dividends

and

distributions

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

$

3,602

(a)

Effective

June

30,

2025,

Principal

Private

Credit

Fund

I

changed

its

name

to

Principal

Private

Credit

Fund.

Notes

to

Consolidated

Financial

Statements

Principal

Private

Credit

Fund

September

30,

2025

(unaudited)

5

1.

Organization

Principal

Private

Credit

Fund

(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

(Corp

Blocker),

LLC

(the

“Domestic

Subsidiary”),

Principal

Private

Credit

Fund

(SPV),

LLC

(the

“SPV”),

and

Principal

Private

Credit

Fund

Lending

Vehicle,

LLC

(the

“Lending

Vehicle”)

are

Delaware

limited

liability

companies

that

were

formed

on

April

23,

2024,

September

13,

2024

and

February

24,

2025,

respectively.

The

Domestic

Subsidiary,

SPV,

and

Lending

Vehicle

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.

Effective

June

30,

2025,

the

Fund

changed

its

name

from

Principal

Private

Credit

Fund

I

to

Principal

Private

Credit

Fund.

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

Notes

to

Consolidated

Financial

Statements

Principal

Private

Credit

Fund

September

30,

2025

(unaudited)

6

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

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

in

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

established

the

Lending

Vehicle

as

part

of

its

efforts

to

secure

a

U.S.

state

lending

license.

The

Fund's

investment

portfolio

has

been

consolidated

and

includes

the

portfolio

holdings

of the

Fund,

the

Domestic

Subsidiary,

the

SPV

and

the

Lending

Vehicle,

as

noted

on

the

consolidated

schedule

of

investments.

The

consolidated

financial

statements

for the

Fund include

the

accounts

2.

Significant

Accounting

Policies

(continued)

Notes

to

Consolidated

Financial

Statements

Principal

Private

Credit

Fund

September

30,

2025

(unaudited)

7

of the

Fund,

the

Domestic

Subsidiary,

the

SPV

and

the

Lending

Vehicle.

All

intercompany

transactions

and

balances

have

been

eliminated

in

consolidation.

At September

30,

2025,

the

net

assets

of

the

consolidated

subsidiaries

were

as

follows

(amounts

in

thousands):

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.

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

September

30,

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.

In

consideration

of

recent

decisions

rendered

by

European

court,

the

Fund

may

file

tax

reclaims

for

taxes

withheld

in

prior

years.

Due

to

the

uncertainty

regarding

collectability

and

timing

of

the

reclaims,

among

other

factors,

a

corresponding

receivable

will

only

be

recognized

when

the

tax

position

meets

the

“more

likely

than

not”

threshold.

Any

tax

reclaims

received

are

included

in

dividends

income

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,

including

disclosure

of

income

taxes

paid

by

jurisdiction.

The

ASU

is

effective

for

annual

periods

beginning

after

December

15,

2024.

Management

does

not

expect

the

future

adoption

of

this

standard

to

have

a

material

impact

on

the

Fund’s

consolidated

finan

cial

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

September

30,

2025,

the

SPV

has

a

cash

balance

of

$1,532,000.

Securities

pledged

as

collateral

under

the

credit

facility

are

noted

in

the

consolidated

schedule

of

investments.

Any

outstanding

borrowing

as

of

period

ended

September

30,

2025

is

included

in

borrowing

on

the

consolidated

statements

of

assets

and

liabilities.

During

the

period

ended

September

30,

2025,

the

Fund’s

borrowings

against

the

credit

facility

were

as

follows

(amounts

in

thousands):

Net

Assets

Percent

of

Consolidated

Fund's

Net

Assets

Domestic

Subsidary

$344

0

.34

%

Lending

Vehicle

30

0.03

SPV

37,374

36.65

Average

Daily

Amount

Borrowed

Weighted

Average

Annual

Interest

Rate

Principal

Private

Credit

Fund

$

1,358

6.96

%

2.

Significant

Accounting

Policies

(continued)

Notes

to

Consolidated

Financial

Statements

Principal

Private

Credit

Fund

September

30,

2025

(unaudited)

8

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

September

30,

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. 

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,

3.

Operating

Policies

(continued)

Notes

to

Consolidated

Financial

Statements

Principal

Private

Credit

Fund

September

30,

2025

(unaudited)

9

as

applicable.

As

of

period

end,

the

unfunded

loan

commitments

are

categorized

as

Level

2

within

the

disclosure

hierarchy.

As

of

September

30,

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.

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.

Unfunded

Loan

Commitment

Net

Unrealized

Gain/(Loss)

Principal

Private

Credit

Fund

$

15,443

$

6

5

3.

Operating

Policies

(continued)

Notes

to

Consolidated

Financial

Statements

Principal

Private

Credit

Fund

September

30,

2025

(unaudited)

10

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

September

30,

2025

in

valuing

the

Fund’s

securities

carried

at

fair

value

(amounts

in

thousands):

*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

**During

the

period,

the

valuation

technique

for

AKS

Engineering

Holdings

LLC,

CVS

Parent

Holdings

LLC,

SENS

Intermediate

Holdings

LLC,

and

CPS

Investors,

LP

changed

from

using

the

transaction

price

for

the

first

90

days

to

using

the

Enterprise

Valuation

Model.

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

Bonds*

$

—

$

6,931

$

—

$

6,931

Common

Stocks

Consumer,

Non-cyclical

—

—

122

122

Financial

—

—

168

168

Industrial

—

—

105

105

Technology

—

—

21

21

Investment

Companies*

7,743

—

—

7,743

Preferred

Stocks

Consumer,

Non-cyclical

—

—

43

43

Senior

Floating

Rate

Interests*

—

14,91

4

76,1

38

91,052

Total

investments

in

securities

$

7,743

$

21,845

$

76,

597

$

106,185

Fund

Asset

Type

Fair

Value

as

of

September

30,

2025

Valuation

Technique

Unobservable

Input

Input

Valuations

(weighted

average)*

Impact

to

valuation

if

input

had

increased

Principal

Private

Credit

Fund

Senior

Floating

Rate

Interests

$76,138

Discounted

Cash

Flow

Discount

Rate

4.3%-8.2%

(5.6%)

Decrease

Common

Stock

243

Recent

Transaction

Transaction

Price

$1.0

Increase

173

Market

Comparables

EV/LTM

Revenue**

9.7x-15.3x(13.1x)

Increase

Movement

of

Median

Multiples

50%

Increase

Preferred

Stock

43

Market

Comparables

EV/LTM

Revenue

13.40x

Increase

Movement

of

Median

Mulitples

50%

Increase

Total

$

76,597

4.

Fair

Valuation

(continued)

Notes

to

Consolidated

Financial

Statements

Principal

Private

Credit

Fund

September

30,

2025

(unaudited)

11

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.

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,

2026;

however,

the

Fund

and

the

Manager,

the

parties

to

the

agreement,

may

mutually

agree

to

terminate

the

expense

limits

prior

to

July

31,

2026.

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.

Fund

Value

as

of

March

31,

2025

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

September

30,

2025

Net

Change

in

Unrealized

Appreciation/

(Depreciation)

on

Investments

held

at

September

30,

2025

Principal

Private

Credit

Fund

Senior

Floating

Rate

Interests

$

70,110

$

57

$

322

$

15,113

$

(9,464)

$

—

$

—

$

76,138

$

237

Common

Stock

161

—

—

255

—

—

—

416

—

Preferred

Stock

38

—

5

—

—

—

—

43

5

Total

$

70,309

$

57

$

327

$15,368

$

(9,464)

$

—

$

—

$

76,597

$

242

Share

Class

Operating

Expense

Limit

Expiration

Class

A

2.60%

July

31,

2026

Class

Y

2.10

%

July

31,

2026

Institutional

2.30

%

July

31,

2026

4.

Fair

Valuation

(continued)

Notes

to

Consolidated

Financial

Statements

Principal

Private

Credit

Fund

September

30,

2025

(unaudited)

12

As

of

September

30,

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

ended

September

30,

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.

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

September

30,

2025,

there

were

no

sales

charges

retained

by

the

Distributor.

Affiliated

Ownership.

As

of

September

30,

2025,

Principal

Life

Insurance

Company

(an

affiliate

of

the

Manager)

owned

shares

of

the

Fund

as

follows

(amounts

of

shares

in

thousands):

6.

Investment

Transactions

For

the

period

ended

September

30,

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):

Share

Class

Expiring

March

31,

2027*

Expiring

March

31,

2028

Class

A

$34

$23

Class

Y

409

261

Institutional

34

23

Class

A

Class

Y

Institutional

Principal

Private

Credit

Fund

1

9,828

1

Purchases

Sales

Principal

Private

Credit

Fund

$

26,40

5

$

18,408

5.

Management

Agreement

and

Transactions

with

Affiliates

(continued)

Notes

to

Consolidated

Financial

Statements

Principal

Private

Credit

Fund

September

30,

2025

(unaudited)

13

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

September

30,

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

September

30,

2025,

and

year

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.

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):

Ordinary

Income

September

30,

2025

March

31,

2025

Principal

Private

Credit

Fund

$

3,603

$

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

$

78

$

—

$

—

$

(170)

$

—

$

(92)

Total

Distributable

Earnings

(Accumulated

Loss)

Capital

Shares

and

Additional

Paid-in-Capital

Principal

Private

Credit

Fund

$

(696)

$

696

Notes

to

Consolidated

Financial

Statements

Principal

Private

Credit

Fund

September

30,

2025

(unaudited)

14

Federal

Income

Tax

Basis.

As

of

September

30,

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.

Unrealized

Appreciation

Unrealized

(Depreciation)

Net

Unrealized

Appreciation/

(Depreciation)

Cost

for

Federal

Income

Tax

Purposes

Principal

Private

Credit

Fund

$

714

$

(346)

$

368

$

105,882

8.

Federal

Tax

Information

(continued)

Consolidated

Schedule

of

Investments

Principal

Private

Credit

Fund

September

30,

2025

(unaudited)

See

accompanying

notes.

15

INVESTMENT

COMPANIES

-

7.59%

Shares

Held

Value

(000's)

Money

Market

Funds

-

7.59%

Morgan

Stanley

Institutional

Liquidity

Funds

-

Government

Portfolio

-

Institutional

Class

4.05%

(a),(b),(c),(d)

7,743,438‌

$

7,743‌

TOTAL

INVESTMENT

COMPANIES

$

7,743‌

COMMON

STOCKS

-

0.40%

Shares

Held

Value

(000's)

Commercial

Services

-

0.11%

CPS

Investors,

LP

(e),(f),(g)

442‌

$

41‌

Mascarene

VTC

Investment

(e),(f),(g)

74,879‌

75‌

Warrior

Ultimate

Holdings

LLC

-

Class

A

Common

(c),(e),(f),(g)

87‌

—‌

$

116‌

Cosmetics

&

Personal

Care

-

0.01%

CVS

Parent

Holdings

LLC

(c),(e),(f),(g)

3‌

6‌

Diversified

Financial

Services

-

0.16%

CWC

Fund

I

Co-Invest

MFA

LP

(c),(e),(f),(g)

168,157‌

168‌

Electrical

Components

&

Equipment

-

0.08%

SENS

Intermediate

Holdings

LLC

(c),(e),(f),(g)

80‌

83‌

Engineering

&

Construction

-

0.02%

AKS

Engineering

Holdings

LLC

(c),(e),(f),(g)

20‌

22‌

Enterprise

Software

&

Services

-

0.02%

Douglas

Top

Parent

LLC

(c),(e),(f),(g)

19,712‌

21‌

TOTAL

COMMON

STOCKS

$

416‌

PREFERRED

STOCKS

-

0.04%

Shares

Held

Value

(000's)

Commercial

Services

-

0.04%

Warrior

Ultimate

Holdings

LLC

-

Class

A

Preferred

0.00%

(c),(e),(f),(g)

394‌

$

43‌

TOTAL

PREFERRED

STOCKS

$

43‌

BONDS

-

6.80%

Principal

Amount

(000's)

Value

(000's)

Airlines

-

0.00%

OneSky

Flight

LLC

8.88%,

12/15/2029

(h)

$

5‌

$

5‌

Automobile

Parts

&

Equipment

-

0.74%

Dana

Inc

5.38%,

11/15/2027

750‌

749‌

Building

Materials

-

0.08%

AmeriTex

HoldCo

Intermediate

LLC

7.63%,

08/15/2033

(h)

76‌

79‌

Diversified

Financial

Services

-

0.59%

Credit

Acceptance

Corp

9.25%,

12/15/2028

(h)

335‌

352‌

OneMain

Finance

Corp

3.50%,

01/15/2027

135‌

132‌

Rocket

Cos

Inc

6.13%,

08/01/2030

(h)

105‌

108‌

$

592‌

Electric

-

0.31%

Clearway

Energy

Operating

LLC

4.75%,

03/15/2028

(h)

325‌

321‌

Entertainment

-

0.77%

Caesars

Entertainment

Inc

4.63%,

10/15/2029

(h)

815‌

779‌

Food

-

1.03%

B&G

Foods

Inc

8.00%,

09/15/2028

(h)

710‌

688‌

Chobani

LLC

/

Chobani

Finance

Corp

Inc

7.63%,

07/01/2029

(h)

320‌

334‌

Post

Holdings

Inc

5.50%,

12/15/2029

(h)

25‌

25‌

$

1,047‌

Forest

Products

&

Paper

-

0

.01%

Mercer

International

Inc

12.88%,

10/01/2028

(h)

15‌

14‌

Media

-

0.54%

CCO

Holdings

LLC

/

CCO

Holdings

Capital

Corp

5.38%,

06/01/2029

(h)

405‌

402‌

BONDS

(continued)

Principal

Amount

(000’s)

Value

(000’s)

Media

(continued)

Directv

Financing

LLC

/

Directv

Financing

Co-

Obligor

Inc

5.88%,

08/15/2027

(h)

$

144‌

$

144‌

$

546‌

Oil

&

Gas

-

0.21%

Aethon

United

BR

LP

/

Aethon

United

Finance

Corp

7.50%,

10/01/2029

(h)

70‌

73‌

Chord

Energy

Corp

6.00%,

10/01/2030

(h)

140‌

139‌

$

212‌

Packaging

&

Containers

-

0.70%

Clydesdale

Acquisition

Holdings

Inc

6.63%,

04/15/2029

(h)

375‌

380‌

Mauser

Packaging

Solutions

Holding

Co

7.88%,

04/15/2027

(h)

335‌

338‌

$

718‌

Pharmaceuticals

-

0.25%

AdaptHealth

LLC

6.13%,

08/01/2028

(h)

255‌

254‌

Pipelines

-

0.68%

Venture

Global

LNG

Inc

9.50%,

02/01/2029

(h)

635‌

700‌

REITs

-

0.86%

Arbor

Realty

SR

Inc

7.88%,

07/15/2030

(h)

40‌

42‌

Blackstone

Mortgage

Trust

Inc

7.75%,

12/01/2029

(h)

15‌

16‌

Ladder

Capital

Finance

Holdings

LLLP

/

Ladder

Capital

Finance

Corp

4.75%,

06/15/2029

(h)

795‌

779‌

Uniti

Group

LP

/

Uniti

Group

Finance

2019

Inc

/

CSL

Capital

LLC

10.50%,

02/15/2028

(h)

49‌

52‌

$

889‌

Retail

-

0.03%

Victra

Holdings

LLC

/

Victra

Finance

Corp

8.75%,

09/15/2029

(h)

25‌

26‌

TOTAL

BONDS

$

6,931‌

SENIOR

FLOATING

RATE

INTERESTS

-

89.28%

Principal

Amount

(000's)

Value

(000's)

Advertising

-

1.26%

Finn

Partners

Inc

Term

Loan

10.97%,

07/01/2026

(b),(f),(i)

$

1,281‌

$

1,282‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

6.65%

Aerospace

&

Defense

-

0.57%

TransDigm

Inc

Term

Loan

J

3.50%,

02/28/2031

(i)

578‌

577‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

2.50%

Automobile

Parts

&

Equipment

-

1.78%

B'laster

Holdings

LLC

Term

Loan

8.78%,

10/25/2029

(b),(f),(i)

1,153‌

1,152‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

4.75%

M&D

Midco

Inc

Term

Loan

9.62%,

08/31/2028

(b),(f),(i)

666‌

666‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.40%

$

1,818‌

Building

Materials

-

0.36%

MI

Windows

And

Doors

LLC

Term

Loan

B3

7.51%,

03/28/2031

(i)

366‌

367‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

2.75%

Consolidated

Schedule

of

Investments

Principal

Private

Credit

Fund

September

30,

2025

(unaudited)

See

accompanying

notes.

16

SENIOR

FLOATING

RATE

INTERESTS

(continued)

Principal

Amount

(000’s)

Value

(000’s)

Chemicals

-

2.56%

Element

Solutions

Inc

Term

Loan

B3

5.91%,

12/18/2030

(i)

$

301‌

$

303‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

1.75%

Kano

Intermediate

Inc.

Term

Loan

9.05%,

12/17/2030

(b),(f),(i)

2,306‌

2,305‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

4.75%

$

2,608‌

Commercial

Services

-

21.79%

Barricade

Holdings

LLC

Term

Loan

8.91%,

09/30/2030

(i)

3,025‌

2,979‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

4.75%

Barricade

Holdings

LLC

Revolver

8.91%,

09/30/2030

(i)

156‌

153‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

4.75%

Certified

Collision

Group,

Inc.

Term

Loan

9.32%,

05/17/2027

(f),(i)

898‌

898‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.00%

CPS

Holdco,

Inc

Term

Loan

9.07%,

03/28/2031

(f),(i)

1,494‌

1,485‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

4.75%

CPS

Holdco,

Inc

Delayed

Draw

Term

Loan

8.97%,

03/28/2031

(f),(i)

770‌

765‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

4.75%

Fowler

Route

Co.,

Inc

Term

Loan

9.84%,

02/28/2030

(f),(i)

2,182‌

2,158‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

5.50%

Fowler

Route

Co.,

Inc

Revolver

9.65%,

02/28/2030

(f),(i)

160‌

159‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

5.50%

Garda

World

Security

Corp

Term

Loan

B

7.17%,

02/01/2029

(i)

669‌

669‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

3.00%

Prosource

Holdings

MP,

LLC

Term

Loan

8.82%,

12/30/2030

(f),(i)

1,565‌

1,564‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

4.50%

Prosource

Holdings

MP,

LLC

Delayed

Draw

Term

Loan

8.67%,

12/30/2030

(f),(i)

102‌

102‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

4.50%

Riverview

Landscape

Holdings,

LLC

Delayed

Draw

Term

Loan

10.25%,

01/29/2030

(f),(i)

2,331‌

2,304‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

6.25%

Riverview

Landscape

Holdings,

LLC

Term

Loan

10.57%,

01/29/2030

(f),(i)

1,882‌

1,861‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

6.25%

Rotolo

Consultants

Inc.

Term

Loan

10.08%,

01/31/2031

(b),(f),(i)

1,537‌

1,528‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.75%

Ruppert

Landscape,

LLC

Term

Loan

9.34%,

12/01/2028

(b),(f),(i)

619‌

616‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.00%

SENIOR

FLOATING

RATE

INTERESTS

(continued)

Principal

Amount

(000’s)

Value

(000’s)

Commercial

Services

(continued)

Ruppert

Landscape,

LLC

Delayed

Draw

Term

Loan

9.22%,

12/01/2028

(b),(f),(i)

$

150‌

$

149‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.00%

Sales

Performance

International,

LLC

Term

Loan

10.88%,

08/24/2028

(b),(f),(i)

1,663‌

1,663‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

6.50%

10.90%,

08/24/2028

(b),(f),(i)

1,035‌

1,035‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

6.50%

Sales

Performance

International,

LLC

Revolver

10.71%,

08/24/2028

(f),(i)

52‌

52‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

6.50%

Veritiv

Operating

Co

Term

Loan

B

8.00%,

11/30/2030

(i)

494‌

488‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

4.00%

VTC

Buyer

Corp.

Term

Loan

9.57%,

07/15/2031

(f),(i)

725‌

725‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.25%

Wolverine

Seller

Holdings,

LLC

Term

Loan

9.07%,

01/17/2030

(b),(f),(i)

873‌

873‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

4.75%

$

22,226‌

Computers

-

0.45%

McAfee

Corp

Term

Loan

B1

0.00%,

03/01/2029

(i),(j)

480‌

458‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

3.00%

Consumer

Products

-

0.36%

Kronos

Acquisition

Holdings

Inc

Term

Loan

B

8.00%,

06/27/2031

(i)

495‌

363‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

4.00%

Cosmetics

&

Personal

Care

-

8.21%

Accupac,

LLC

Term

Loan

7.00%,

PIK

6.00%,

12/31/2029

(b),(f),(i),(k)

2,104‌

2,077‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

7.00%

Accupac,

LLC

Revolver

11.29%,

12/31/2029

(f),(i)

154‌

152‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

7.00%

CompletePet

Florida,

LLC

Term

Loan

9.06%,

02/06/2030

(b),(f),(i)

600‌

591‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

4.75%

9.07%,

02/05/2030

(f),(i)

4,178‌

4,115‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

4.75%

CompletePet

Florida,

LLC

Revolver

8.55%,

02/05/2030

(f),(i)

241‌

237‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

4.75%

G-2

Lather

Acquisition

Corp.

Term

Loan

9.34%,

01/31/2031

(f),(i)

1,212‌

1,204‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

5.00%

$

8,376‌

Distribution

&

Wholesale

-

1.02%

HEF

Safety

Ultimate

Holdings,

LLC

Term

Loan

9.44%,

11/19/2029

(b),(f),(i)

1,039‌

1,039‌

CME

Term

Secured

Overnight

Financing

Rate

6

Month

+

5.25%

Consolidated

Schedule

of

Investments

Principal

Private

Credit

Fund

September

30,

2025

(unaudited)

See

accompanying

notes.

17

SENIOR

FLOATING

RATE

INTERESTS

(continued)

Principal

Amount

(000’s)

Value

(000’s)

Diversified

Financial

Services

-

5.18%

Jane

Street

Group

LLC

Term

Loan

B

6.21%,

12/15/2031

(i)

$

542‌

$

538‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

2.00%

Merit

Financial

Group,

LLC

Term

Loan

9.32%,

08/27/2032

(f),(i)

2,052‌

2,031‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

5.00%

Obra

Capital

Term

Loan

11.52%,

06/21/2029

(f),(i)

2,174‌

2,157‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

7.36%

Russell

Investments

US

Institutional

Holdco

Inc

PIK

Term

Loan

B

9.31%,

PIK

1.50%,

05/30/2027

(i),(k)

576‌

551‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.00%

$

5,277‌

Electric

-

1.25%

TPS

Intermediate,

LLC

Term

Loan

9.43%,

06/09/2029

(f),(i)

1,278‌

1,278‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.35%

Electrical

Components

&

Equipment

-

3.80%

Energizer

Holdings

Inc

Term

Loan

B

6.14%,

03/13/2032

(i)

513‌

513‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

2.00%

Engineered

Products

Co.,

LLC

Term

Loan

8.81%,

01/30/2026

(f),(i)

2,213‌

2,192‌

CME

Term

Secured

Overnight

Financing

Rate

6

Month

+

4.75%

SENS

Intermediate

Holdings

LLC

Term

Loan

9.22%,

03/10/2031

(f),(i)

1,180‌

1,175‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.00%

$

3,880‌

Electronics

-

3.17%

AEP

Passion

Intermediate

Holdings

Inc

Term

Loan

6.10%,

PIK

4.75%,

10/05/2027

(f),(i),(k)

347‌

337‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

6.65%

AIDC

Intermediate

Co

2,

LLC

Term

Loan

9.84%,

07/22/2027

(b),(f),(i)

1,537‌

1,538‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

5.50%

DecisionPoint

Technologies,

Inc.

Term

Loan

10.07%,

09/03/2029

(f),(i)

1,372‌

1,355‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.75%

$

3,230‌

Engineering

&

Construction

-

1.37%

AKS

Engineering

&

Forestry,

LLC

Term

Loan

9.32%,

01/02/2031

(b),(f),(i)

1,404‌

1,399‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.00%

Enterprise

Software

&

Services

-

1.27%

Douglas

Holdings,

Inc.

Term

Loan

5.12%,

PIK

4.92%,

08/27/2030

(f),(i),(k)

1,182‌

1,186‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.75%

Douglas

Holdings,

Inc.

Delayed

Draw

Term

Loan

10.05%,

08/27/2030

(f),(i)

31‌

31‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.75%

SENIOR

FLOATING

RATE

INTERESTS

(continued)

Principal

Amount

(000’s)

Value

(000’s)

Enterprise

Software

&

Services

(continued)

Douglas

Holdings,

Inc.

Synthetic

PIK

Delayed

Draw

Term

Loan

9.75%,

PIK

0.00%,

08/27/2030

(f),(i),(k)

$

73‌

$

74‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.75%

$

1,291‌

Environmental

Control

-

1.06%

Gold

Medal

Holdings

Inc

Term

Loan

10.07%,

03/17/2027

(b),(f),(i)

1,079‌

1,079‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.75%

Food

-

5.76%

Cornhusker

Buyer,

Inc.

Term

Loan

8.65%,

PIK

1.75%,

10/31/2028

(f),(i),(k)

779‌

779‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

6.40%

Costanzo's

Bakery,

LLC

Term

Loan

9.81%,

06/18/2027

(b),(f),(i)

784‌

784‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.50%

Fiesta

Purchaser

Inc

Term

Loan

B

7.51%,

02/12/2031

(i)

495‌

494‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

2.75%

Hill

Country

Dairies,

Inc.

Delayed

Draw

Term

Loan

9.20%,

08/01/2030

(f),(i)

126‌

126‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.00%

Hill

Country

Dairies,

Inc.

Revolver

9.20%,

08/01/2030

(f),(i)

21‌

21‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.00%

Hill

Country

Dairies,

Inc.

Term

Loan

9.22%,

08/01/2030

(f),(i)

1,537‌

1,538‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.00%

KNPC

Holdco,

LLC

Term

Loan

9.83%,

10/22/2029

(b),(f),(i)

1,267‌

1,267‌

CME

Term

Secured

Overnight

Financing

Rate

6

Month

+

5.60%

11.08%,

10/22/2029

(b),(f),(i)

206‌

208‌

CME

Term

Secured

Overnight

Financing

Rate

6

Month

+

6.85%

Maldives

Acquisition,

LLC

Term

Loan

10.40%,

07/15/2028

(f),(i)

662‌

659‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

6.15%

$

5,876‌

Healthcare

-

Services

-

11.10%

IPC

Pain

Acquisition

LLC

Term

Loan

9.96%,

05/19/2027

(f),(i)

199‌

199‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

5.61%

KL

Charlie

Acquisition

Corp

Term

Loan

9.42%,

12/30/2026

(b),(f),(i)

737‌

736‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

5.10%

KL

Charlie

Acquisition

Corp

Delayed

Draw

Term

Loan

9.44%,

12/30/2026

(b),(f),(i)

1,076‌

1,074‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

5.10%

North

Haven

USHC

Acquisition,

Inc.

Term

Loan

9.44%,

10/29/2027

(b),(f),(i)

704‌

704‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.10%

Consolidated

Schedule

of

Investments

Principal

Private

Credit

Fund

September

30,

2025

(unaudited)

See

accompanying

notes.

18

SENIOR

FLOATING

RATE

INTERESTS

(continued)

Principal

Amount

(000’s)

Value

(000’s)

Healthcare

-

Services

(continued)

Orion

Midco

LLC

Term

Loan

9.49%,

05/21/2031

(b),(f),(i)

$

2,082‌

$

2,087‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.25%

Pediatric

Home

Respiratory

Services,

LLC

Term

Loan

9.27%,

12/23/2030

(b),(f),(i)

2,834‌

2,854‌

CME

Term

Secured

Overnight

Financing

Rate

6

Month

+

5.00%

Pediatric

Home

Respiratory

Services,

LLC

Revolver

9.24%,

12/23/2030

(f),(i)

111‌

111‌

CME

Term

Secured

Overnight

Financing

Rate

6

Month

+

5.00%

SDG

MGMT

Company,

LLC

Term

Loan

10.15%,

07/03/2028

(b),(f),(i)

722‌

720‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.85%

10.40%,

07/03/2028

(b),(f),(i)

216‌

216‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

6.10%

SSA

Acquisition

Holdco,

LLC

Term

Loan

9.94%,

07/25/2029

(f),(i)

1,951‌

1,941‌

CME

Term

Secured

Overnight

Financing

Rate

6

Month

+

5.75%

SSA

Acquisition

Holdco,

LLC

Delayed

Draw

Term

Loan

10.01%,

07/25/2029

(f),(i)

679‌

676‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.75%

$

11,318‌

Insurance

-

0.49%

Asurion

LLC

Term

Loan

B4

10.12%,

01/20/2029

(i)

525‌

501‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

5.25%

Investment

Companies

-

0.41%

Deep

Blue

Operating

I

LLC

Term

Loan

B

0.00%,

09/17/2032

(i),(j)

420‌

420‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

2.75%

Lodging

-

0.48%

Fertitta

Entertainment

LLC/NV

Term

Loan

B

7.41%,

01/27/2029

(i)

494‌

493‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

3.25%

Machinery

-

Diversified

-

0.01%

TK

Elevator

US

Newco

Inc

Term

Loan

B

7.20%,

04/30/2030

(i)

15‌

15‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

3.00%

Media

-

0.96%

Directv

Financing

LLC

Tern

Loan

Extended

9.82%,

08/02/2029

(i)

118‌

118‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.25%

Directv

Financing

LLC

Term

Loan

B

9.81%,

02/15/2031

(i)

369‌

360‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

5.50%

iHeartCommunications

Inc

Term

Loan

10.05%,

05/01/2029

(i)

579‌

504‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

5.78%

$

982‌

SENIOR

FLOATING

RATE

INTERESTS

(continued)

Principal

Amount

(000’s)

Value

(000’s)

Mining

-

0.28%

Arsenal

AIC

Parent

LLC

Term

Loan

B

6.97%,

08/18/2030

(i)

$

285‌

$

284‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

2.75%

Packaging

&

Containers

-

3.13%

Clydesdale

Acquisition

Holdings

Inc

Term

Loan

B

7.41%,

03/26/2032

(i)

482‌

480‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

3.25%

Clydesdale

Acquisition

Holdings

Inc

Delayed

Draw

Term

Loan

B-DD

7.41%,

04/01/2032

(i)

4‌

4‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

3.25%

Flexpak

Investment

Corp

Term

Loan

9.02%,

07/30/2027

(f),(i)

279‌

279‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

4.85%

Keg

Logistics

LLC

Term

Loan

11.11%,

PIK

0.50%,

11/23/2027

(b),(f),(i),(k)

1,927‌

1,928‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

6.90%

Mauser

Packaging

Solutions

Holding

Co

Term

Loan

B1

7.28%,

04/15/2027

(i)

496‌

496‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

3.00%

$

3,187‌

Pharmaceuticals

-

3.02%

1261229

BC

Ltd

Term

Loan

B

11.01%,

09/25/2030

(i)

494‌

486‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

6.25%

Endo

Finance

Holdings

Inc

Term

Loan

B

8.16%,

04/23/2031

(i)

495‌

496‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

4.00%

KL

Moon

Acquisition,

LLC

Term

Loan

9.30%,

PIK

2.75%,

02/01/2029

(f),(i),(k)

638‌

631‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

7.75%

Vert

Markets

LLC

Term

Loan

10.09%,

12/18/2029

(f),(i)

1,487‌

1,471‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

5.75%

$

3,084‌

Pipelines

-

0.56%

NGL

Energy

Operating

LLC

Term

Loan

B

8.51%,

02/03/2031

(i)

574‌

574‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

3.75%

Retail

-

0.49%

KFC

Holding

Co

Term

Loan

B

6.02%,

03/15/2028

(i)

495‌

496‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

1.75%

Software

-

6.41%

Alta

Buyer

LLC

Term

Loan

9.32%,

12/21/2027

(b),(f),(i)

1,008‌

1,008‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.00%

Alta

Buyer

LLC

Delayed

Draw

Term

Loan

9.32%,

12/21/2027

(b),(f),(i)

272‌

272‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.00%

Consolidated

Schedule

of

Investments

Principal

Private

Credit

Fund

September

30,

2025

(unaudited)

See

accompanying

notes.

19

SENIOR

FLOATING

RATE

INTERESTS

(continued)

Principal

Amount

(000’s)

Value

(000’s)

Software

(continued)

CEV

Multimedia,

LLC

Term

Loan

10.69%,

12/27/2027

(b),(f),(i)

$

241‌

$

241‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

6.35%

Cleartelligence,

LLC

Term

Loan

10.34%,

07/10/2029

(f),(i)

2,454‌

2,455‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

6.00%

Cleartelligence,

LLC

Revolver

10.32%,

07/10/2029

(f),(i)

40‌

40‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

6.00%

ES

Ventures,

LLC

Term

Loan

9.29%,

12/13/2028

(b),(f),(i)

1,027‌

1,014‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.00%

9.29%,

12/13/2028

(b),(f),(i)

690‌

681‌

CME

Term

Secured

Overnight

Financing

Rate

3

Month

+

5.00%

Moonraker

AcquisitionCo

LLC

Term

Loan

9.89%,

08/04/2028

(b),(f),(i)

833‌

832‌

CME

Term

Secured

Overnight

Financing

Rate

6

Month

+

5.75%

$

6,543‌

Telecommunications

-

0.72%

CommScope

LLC

Term

Loan

0.00%,

12/17/2029

(i),(j)

465‌

470‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

5.25%

Zayo

Group

Holdings

Inc

Term

Loan

7.77%,

03/11/2030

(i)

269‌

261‌

CME

Term

Secured

Overnight

Financing

Rate

1

Month

+

3.50%

$

731‌

TOTAL

SENIOR

FLOATING

RATE

INTERESTS

$

91,052‌

Total

Investments

$

106,185‌

Other

Assets

and

Liabilities

-  (4.11)%

(4,200‌)

TOTAL

NET

ASSETS

-

100.00%

$

101,985‌

(a)

1-day

yield

shown

is

as

of

period

end.

(b)

All

or

a

portion

of

this

security

is

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

(Corp

Blocker),

LLC

(the

"Domestic

Subsidiary"),

which

is

a

wholly-owned

subsidiary

of

the

Fund.

(d)

All

or

a

portion

of

this

security

is

owned

by

the

Principal

Private

Credit

Fund

Lending

Vehicle,

LLC

(the

"Lending

Vehicle

"),

which

is

a

wholly-owned

subsidiary

of

the

Fund.

(e)

Non-income

producing

security

(f)

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.

(g)

Restricted

Security.

Please

see

Restricted

Securities

sub-schedule

for

additional

information.

(h)

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

$6,050

or

5.93%

of

net

assets.

(i)

Rate

information

disclosed

is

based

on

an

average

weighted

rate

of

the

underlying

tranches

as

of

period

end.

(j)

This

Senior

Floating

Rate

Note

will

settle

after

September

30,

2025,

at

which

time

the

interest

rate

will

be

determined.

(k)

Payment

in

kind;

the

issuer

has

the

option

of

paying

additional

securities

in

lieu

of

cash.

Portfolio

Summary

Sector

Percent

Consumer,

Non-cyclical

51.68‌%

Industrial

14.34‌%

Technology

8.16‌%

Financial

7.69‌%

Money

Market

Funds

7.59‌%

Consumer,

Cyclical

5.31‌%

Communications

3.48‌%

Basic

Materials

2.85‌%

Utilities

1.56‌%

Energy

1.45‌%

Other

Assets

and

Liabilities

(4.11‌)%

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

$

22‌

0.02%

CPS

Investors,

LP

03/28/2025-05/30/2025

44‌

41‌

0.04%

CVS

Parent

Holdings

LLC

02/06/2025

8‌

6‌

0.01%

CWC

Fund

I

Co-Invest

MFA

LP

08/26/2025

169‌

168‌

0.16%

Douglas

Top

Parent

LLC

08/27/2024

20‌

21‌

0.02%

Mascarene

VTC

Investment

07/15/2025

75‌

75‌

0.07%

SENS

Intermediate

Holdings

LLC

03/10/2025

80‌

83‌

0.08%

Warrior

Ultimate

Holdings

LLC

-

Class

A

Common

12/30/2024

—‌

—‌

0.00%

Warrior

Ultimate

Holdings

LLC

-

Class

A

Preferred  

0.00%

12/30/2024

39‌

43‌

0.04%

Total

$

459‌

0.44%

Amounts

in

thousands.

Glossary

to

the

Schedule

of

Investments

September

30,

2025

(unaudited)

See

accompanying

notes.

20

Currency

Abbreviations

USD/$

United

States

Dollar

Consolidated

Financial

Highlights

(unaudited)

See

accompanying

notes.

22

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

(b)

Class

A

shares

September

30,

2025(c)

$

10.21‌

$

0.36‌

$

0.05‌

$

0.41‌

(

$

0.38‌)

$

–‌

(

$

0.38‌)

$

10.24‌

March

31,

2025(

i

)

10.16‌

0.63‌

0.01‌

0.64‌

(

0.58‌)

(

0.01‌)

(

0.59‌)

10.21‌

Class

Y

shares

September

30,

2025(c)

10.24‌

0.39‌

0.05‌

0.44‌

(

0.38‌)

–‌

(

0.38‌)

10.30‌

March

31,

2025(

i

)

10.16‌

0.67‌

0.01‌

0.68‌

(

0.59‌)

(

0.01‌)

(

0.60‌)

10

.24‌

Institutional

shares

September

30,

2025(c)

10.23‌

0.39‌

0.03‌

0.42‌

(

0.38‌)

–‌

(

0.38‌)

10.27‌

March

31,

2025(

i

)

10.16‌

0.66‌

–‌

0.66‌

(

0.58‌)

(

0.01‌)

(

0.59‌)

10.23‌

Consolidated

Financial

Highlights

(Continued)

(unaudited)

See

accompanying

notes.

23

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

4.01‌

%

(d),(e),(f)

$

11‌

2.71‌

%

(g),(h)

2.60‌

%

(g),(h)

7.03‌

%

(g)

24.1‌

%

(g)

6.37‌

(d),(f)

11‌

2.61‌

(g),(h)

2.60‌

(g),(h)

7.46‌

(g)

15.3‌

(g)

4.29‌

(d),(e)

101,234‌

2.21‌

(g),(h)

2.10‌

(g),(h)

7.55‌

(g)

24.1‌

(g)

6.74‌

(d)

92,143‌

2.11‌

(g),(h)

2.10‌

(g),(h)

7.82‌

(g)

15.3‌

(g)

4.20‌

(d)

740‌

2.52‌

(g),(h)

2.30‌

(g),(h)

7.47‌

(g)

24.1‌

(g)

6.54‌

(d)

11‌

2.31‌

(g),(h)

2.30‌

(g),(h)

7.77‌

(g)

15.3‌

(g)

(a)

Calculated

based

on

average

shares

outstanding

during

the

period.

(b)

Effective

June

30,

2025,

Principal

Private

Credit

Fund

I

changed

its

name

to

Principal

Private

Credit

Fund.

(c)

Six

months

ended

September

30,

2025.

(d)

Total

return

amounts

have

not

been

annualized.

(e)

Total

return

is

calculated

using

the

traded

net

asset

value

which

may

differ

from

the

reported

net

asset

value.

The

traded

net

asset

value

is

the

net

asset

value

which

a

shareholder

would

have

paid

or

received

from

a

subscription

or

redemption.

(f)

Total

return

is

calculated

without

the

front-end

sales

charge

or

contingent

deferred

sales

charge,

if

applicable.

(g)

Computed

on

an

annualized

basis.

(h)

Subject

to

Manager's

contractual

expense

limit.

(i)

Period

from

June

3,

2024,

date

operations

commenced,

through

March

31,

2025.

Shareholder

Expense

Example

Principal

Private

Credit

Fund

September

30,

2025

(unaudited)

24

As

a

shareholder

of

Principal

Private

Credit

Fund,

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

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

April

1,

2025

to

September

30,

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

April

1,

2025

Ending

Account

Value

September

30,

2025

Expenses

Paid

During Period

April

1,

2025 to

September

30,

2025

(a)

Beginning

Account

Value

April

1,

2025

Ending

Account

Value

September

30,

2025 

Expenses

Paid

During Period

April

1,

2025 to

September

30,

2025

(a)

Annualized

Expense

Ratio

Principal

Private

Credit

Fund

Class

A

$

1,000.00‌

$

1,040.06‌

$

13.86‌

$

1,000.00‌

$

1,011.48‌

$

13.67‌

2.71‌

%

Class

Y

1,000.00‌

1,042.89‌

11.32‌

1,000.00‌

1,013.99‌

11.16‌

2.21‌

Institutional

1,000.00‌

1,041.97‌

12.90‌

1,000.00‌

1,012.43‌

12.71‌

2.52‌

Principal

Private

Credit

Fund

(Excluding

Interest

Expense

and

Fees)

Class

A

1,000.00‌

1,040.06‌

13.30‌

1,000.00‌

1,012.03‌

13.11‌

2.60‌

Class

Y

1,000.00‌

1,042.89‌

10.75‌

1,000.00‌

1,014.54‌

10.61‌

2.10‌

Institutional

1,000.00‌

1,041.97‌

11.77‌

1,000.00‌

1,013.54‌

11.61‌

2.30‌

(a)

Expenses

are

equal

to

a

fund's

annualized

expense

ratio

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

183/365

(to

reflect

the

one-half

year

period).

Principal

Private

Credit

Fund

(unaudited)

25

Notification

of

Source

of

Distributions

Pursuant

to

Rule

19a-1

of

the

Investment

Company

Act

of

1940

As

noted

in

the

table

provided

below,

Principal

Private

Credit

Fund

made

distributions

for

the

month

September

2025

for

which

a

portion

is

estimated

to

be

in

excess

of

the

Fund’s

current

and

accumulated

net

income.

As

of

this

month

end,

the

estimated

sources

of

these

distributions

were

as

follows:

The

ultimate

composition

of

these

distributions

may

vary

from

the

estimates

provided

above

due

to

a

variety

of

factors

including

future

income

and

expenses,

and

realized

gains

and

losses

from

the

purchase

and

sale

of

securities.

Please

note

that

this

information

is

being

provided

to

satisfy

certain

notice

requirements

under

the

Investment

Company

Act

of

1940.

Tax

reporting

information

for

shareholders

of

the

Fund

will

not

be

available

until

the

end

of

the

Fund’s

fiscal

year.

As

a

result,

shareholders

should

not

use

the

information

provided

in

this

notice

for

tax

reporting

purposes.

September

2025

Fund

Net

Income

Realized

Gain

Capital

Sources

Principal

Private

Credit

Fund

94.23%

5.77%

0.00%

26

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

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

2

None

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

Managing

Director

(2008-2021)

27

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

Assistant

General

Counsel

(since

2025)

Counsel

(since

2021-2025)

Transamerica

Tax

Counsel

(2016-2021)

Megan

Hoffmann

Principal

Financial

Group*

Vice

President

and

Treasurer

Des

Moines,

IA

50392

1979

Vice

President

and

Controller

(2021-2025)

Senior

Director

–

Fund

Accounting

and

Administration

(since

2025)

Senior

Director

–

Fund

Administration

(2024)

Director

–

Accounting

(2020-2024)

Mandy

L.

Huebbe

Principal

Financial

Group*

Assistant

Secretary

Des

Moines,

IA

50392

1982

Funds

Board

Liaison

(since

2024)

Legal

Production

Assistant

(2015-2021,

2021-2024)

Hy-Vee

Corporate

Executive

Administration

Assistant

(2021-2021)

Laura

B.

Latham

Principal

Financial

Group*

Counsel

and

Assistant

Secretary

Des

Moines,

IA

50392

1986

Assistant

Counsel

and

Assistant

Secretary

(2018-

2023)

Assistant

General

Counsel

(since

2025)

Counsel

(2018-2025)

Ann

Meiners

Principal

Financial

Group*

Vice

President

and

Assistant

Treasurer

Des

Moines,

IA

50392

1977

Vice

President

and

Assistant

Controller

(2025)

Director

–

Fund

Accounting

(since

2024)

Assistant

Director

–

Fund

Accounting

(2017-2024)

David

P.

Michalik

Principal

Financial

Group*

Counsel

and

Assistant

Secretary

Des

Moines,

IA

50392

1991

Counsel

(since

2025)

The

Northern

Trust

Company

Second

Vice

President

(2019-2025)

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

Treasurer

Des

Moines,

IA

50392

1983

Vice

President

and

Assistant

Controller

(2021-2025)

Senior

Director

–

Fund

Tax

(since

2024)

Director

–

Accounting

(2019-2024)

Deanna

Y.

Pellack

Principal

Financial

Group*

Counsel

and

Assistant

Secretary

Des

Moines,

IA

50392

1987

Assistant

Counsel

and

Assistant

Secretary

(2022-

2023)

Counsel

(since

2022)

The

Northern

Trust

Company

Vice

President

(2019-2022)

28

*

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

Name,

Position

Held

with

the

Fund

Complex,

Address,

and

Year

of

Birth

Principal

Occupation(s)

During

past

5

years

Sara

L.

Reece

Principal

Financial

Group*

Vice

President

and

Chief

Operating

Officer

Des

Moines,

IA

50392

1975

Vice

President

and

Controller

(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)

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

(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

(2019-

2023)

Assistant

General

Counsel

(since

2023)

Counsel

(2019-2023)

Jared

A.

Yepsen

Principal

Financial

Group*

Tax

Counsel

Des

Moines,

IA

50392

1981

Assistant

Tax

Counsel

(2017-2025)

Assistant

General

Counsel

(since

2023)

Counsel

(2015-2023)

29

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

August

1,

2025

(and

as

supplemented).

These

documents

may

be

obtained

free

of

charge

by

writing

Principal

Private

Credit

Fund,

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

.

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.

30

BOARD

CONSIDERATION

OF

INVESTMENT

ADVISORY

CONTRACTS

Approval

of

Management

Agreement

and

Sub-Advisory

Agreement

At

a

meeting

held

on

September

16,

2025

(the

“Meeting”),

the

Board

of

Trustees

(the

“Board”)

of

Principal

Private

Credit

Fund

(the

“Fund”)

considered

the

approval

of

the

renewal

of

the

Management

Agreement

between

Principal

Global

Investors,

LLC

(the

“Manager”)

and

the

Fund

(the

“Management

Agreement”).

In

connection

with

the

Board’s

consideration

of

the

Management

Agreement,

the

Board

received

written

materials

in

advance

of

the

Meeting,

which

included

information

regarding:

(i)

the

nature,

extent,

and

quality

of

services

to

be

provided

to

the

Fund

by

the

Manager;

(ii)

a

description

of

the

Manager’s

investment

management

and

other

personnel;

(iii)

an

overview

of

the

Manager’s

operations

and

financial

condition;

(iv)

a

comparison

of

the

Fund’s

management

fee

and

overall

expenses

with

those

of

comparable

funds;

(v)

the

level

of

profitability

from

the

Manager’s

fund-related

operations;

(vi)

the

Manager’s

compliance

policies

and

procedures,

including

policies

and

procedures

for

business

continuity

and

information

security

and

(vii)

information

regarding

the

performance

record

of

the

Fund

as

compared

to

other

comparable

funds.

Throughout

the

process,

including

at

the

Meeting,

the

Board

had

numerous

opportunities

to

ask

questions

of

and

request

additional

materials

from

the

Manager.

During

the

Meeting,

the

Board

was

advised

by,

and

met

in

executive

session

with,

the

Board’s

independent

legal

counsel,

and

received

a

memorandum

from

such

independent

counsel

regarding

their

responsibilities

under

applicable

law.

Matters

considered

by

the

Board

in

connection

with

its

approval

of

the

Management

Agreement

included,

among

others,

the

following:

Nature,

Extent

and

Quality

of

Service.

In

considering

the

nature,

extent

and

quality

of

services

to

be

provided

by

the

Manager

under

the

Management

Agreement,

including

accounting

and

administrative

services

as

applicable,

the

Board

reviewed

materials

provided

by

the

Manager,

including:

a

description

of

the

manner

in

which

investment

decisions

are

made

and

executed;

an

overview

of

the

personnel

that

perform

services

for

the

Fund

and

their

background

and

experience;

a

review

of

the

financial

condition

of

the

Manager;

information

regarding

risk

management

processes

and

liquidity

management;

a

description

of

the

Manager’s

brokerage

practices

(including

any

soft

dollar

arrangements);

the

compliance

policies

and

procedures

of

the

Manager,

including

its

business

continuity

and

cybersecurity

policies

and

a

code

of

ethics

that

contained

provisions

reasonably

necessary

to

prevent

Access

Persons,

as

that

term

is

defined

in

Rule

17j-1

under

the

1940

Act,

from

engaging

in

conduct

prohibited

by

Rule

17j-1(b).

The

Board

considered

the

experience

and

skills

of

senior

management

that

would

lead

the

Fund’s

operations,

the

experience

and

skills

of

the

personnel

that

would

perform

the

functions

under

the

Management

Agreement

and

the

resources

that

would

be

made

available

to

such

personnel,

the

ability

of

the

Manager

to

attract

and

retain

high-quality

personnel

and

the

organizational

depth

and

stability

of

the

Manager.

The

Board

concluded

that

appropriate

resources

were

provided

under

the

Management

Agreement,

that

the

Manager

had

sufficient

quality

and

depth

of

personnel,

resources,

investment

methods,

and

compliance

policies

and

procedures

to

perform

its

duties

under

the

Management

Agreement

and

that

the

nature,

overall

quality

and

extent

of

the

services

provided

by

the

Manager

to

the

Fund

were

satisfactory

and

reliable.

Performance.

The

Board

considered,

among

other

performance

data,

that

the

Fund

outperformed

its

benchmark

index

for

the

since

inception

period

ended

June

30,

2025.

The

Board

also

considered

performance

information

for

the

Fund

compared

to

a

custom

group

of

unaffiliated

peer

funds

provided

by

the

Manager,

for

the

one-year

and

calendar

year

to

date

periods

ended

June

30,

2025.

The

Board

concluded

that

the

Fund’s

performance

was

satisfactory.

Fees

and

Expenses.

The

Board

reviewed

information

provided

by

Broadridge,

an

independent

third-party

data

provider,

with

respect

to

the

actual

management

fees

and

actual

total

expenses

for

the

Fund

as

compared

to

those

for

a

peer

group

comprised

of

comparable

funds

identified

by

Broadridge.

The

Board

considered

that

the

Fund’s

actual

management

fee

was

lower

than

the

peer

group’s

median

and

the

Fund’s

actual

total

expenses

were

higher

than

the

peer

group’s

median.

The

Board

took

into

account

that

the

Manager

had

agreed

to

reimburse

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,

and

tax

reclaim

recovery

expenses

and

other

extraordinary

expenses)

to

limit

total

operating

expenses

to

2.60%

on

Class

A

shares,

2.30%

on

Institutional

Class

shares,

and

2.10%

on

Class

Y

shares.

The

Board

concluded

that

the

Fund’s

management

fee

was

not

unreasonable.

Profitability.

The

Board

considered

the

profitability

of

the

Manager

with

respect

to

the

Fund

and

whether

the

profits

were

reasonable

in

light

of

the

services

provided

by

the

Manager.

The

Board

reviewed

profitability

analysis

prepared

by

the

Manager

and

considered

the

total

profits,

if

any,

of

the

Manager

from

its

relationship

with

the

Fund.

The

Board

concluded

that

the

Manager’s

profitability,

if

any,

from

its

relationship

with

the

Fund

was

not

excessive.

Economies

of

Scale.

The

Board

considered

whether

there

are

economies

of

scale

with

respect

to

the

management

of

the

Fund

and

whether

the

Fund

benefits

from

any

such

economies

of

scale.

The

Board

noted

management’s

explanation

of

efficiencies

in

the

Manager’s

cost

structure.

The

Board

concluded

that

at

the

Fund’s

current

asset

levels,

economies

of

scale

were

not

a

consideration

at

this

time

but

that

the

Board

would

consider

whether

economies

of

scale

exist

in

the

future.

Other

Benefits.

The

Board

also

considered

the

character

and

amount

of

other

incidental

benefits

received

by

the

Manager

and

its

affiliates

from

their

relationships

with

the

Fund.

The

Board

noted

that,

other

than

the

Fund’s

administration

agreement

with

the

Manager

and

the

Manager’s

31

receipt

of

loan

administration

fees,

the

Manager

believed

it

would

not

receive

any

incidental

benefits

from

its

relationship

with

the

Fund.

The

Board

concluded

that

the

incidental

benefits

received

by

the

Manager

and

its

affiliates

from

their

relationships

with

the

Fund

were

appropriate.

Conclusion.

The

Board,

having

requested

and

received

such

information

from

the

Manager

as

it

believed

reasonably

necessary

to

evaluate

the

terms

of

the

Management

Agreement

and

having

been

advised

by

independent

counsel

that

it

had

appropriately

considered

and

weighed

all

relevant

factors,

determined

that

the

approval

of

the

Management

Agreement

for

an

additional

one-year

term

was

in

the

best

interests

of

the

Fund

and

its

shareholders.

In

considering

the

renewal

of

the

Management

Agreement,

the

Board

considered

a

variety

of

factors,

including

those

discussed

above,

and

also

considered

other

factors

(including

conditions

and

trends

prevailing

generally

in

the

economy,

the

securities

markets,

and

the

industry).

The

Board

did

not

identify

any

one

factor

as

determinative,

and

each

Board

Member

may

have

weighed

each

factor

differently.

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.

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.

|

INF104SAR-01

|

09/2025

|

4312610

ITEM 2 – CODE OF ETHICS

Not applicable to semi-annual reports.

ITEM 3 – AUDIT COMMITTEE FINANCIAL EXPERT

Not applicable to semi-annual reports.

ITEM 4 – PRINCIPAL ACCOUNTANT FEES AND SERVICES

Not applicable to semi-annual reports.

ITEM 5 – AUDIT COMMITTEE OF LISTED REGISTRANTS

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

Not applicable to semi-annual reports.

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

Not applicable to semi-annual reports.

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 – Not applicable to semi-annual reports.

(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

By /s/ Barbara Wenig

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

Date 11/20/2025

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 11/20/2025

By /s/ Michael Scholten

              Michael Scholten, Chief Financial Officer (Principal Financial Officer)

Date 11/17/2025