UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

Principal Credit Real Estate Income Trust

(Exact name of registrant as specified in its charter)

Maryland	99-3313328
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

711 High Street Des Moines, Iowa	50392
(Address of principal executive offices)	(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
None	None

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A. (a) or (c), check the following box. ☐

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☒

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates (if applicable): None

Securities to be registered pursuant to Section 12(g) of the Act:

Class F-I common shares of beneficial interest, par value $0.01 per share

(Title of class)

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to Be Registered.

The securities to be registered hereby are Class F-I common shares of beneficial interest, par value $0.01 per share (the “Class F-I Shares”), of Principal Credit Real Estate Income Trust, a Maryland statutory trust (the “Registrant,” “we,” “us” or “our”).

The Class F-I Shares have equal rights and privileges with the Registrant’s Class S common shares, Class T common shares, Class D common shares, Class I common shares, Class E common shares and Class A common shares (collectively, the “Prior Shares” and, together with the Class F-I Shares, the “Shares”), except that the Class F-I Shares are subject to different fees from the Prior Shares as described further below.

Subject to the restrictions on ownership and transfer of our Class F-I Shares set forth in our Second Amended and Restated Declaration of Trust and except as may otherwise be specified in our Second Amended and Restated Declaration of Trust, holders of our Class F-I Shares (“Class F-I Shareholders” and, together with the holders of our Prior Shares, the “Shareholders”) are entitled to one vote per Class F-I Share on all matters voted on by Class F-I Shareholders and holders of Prior Shares. On any matter submitted to a vote of Shareholders, subject to the terms of any class or series of Shares outstanding, all Shares issued and outstanding shall vote as a single class. Subject to any preferential rights of any outstanding class or series of shares of beneficial interest and to the provisions in our Second Amended and Restated Declaration of Trust regarding the restrictions on ownership and transfer of our Class F-I Shares, Class F-I Shareholders are entitled to such distributions as may be authorized from time to time by our Board of Trustees (or a committee of our Board of Trustees) and declared by us out of legally available funds. In the event of our liquidation, each outstanding Class F-I Share and Prior Share (except Class I common shares) will automatically convert to Class I common shares with an equivalent net asset value and all our assets available for distribution to our Shareholders will be distributed ratably to each holder of Class I common shares. Upon issuance for full payment in accordance with the terms of our private offering, all Class F-I Shares issued in the private offering will be fully paid and non-assessable. Class F-I Shareholders will not have preemptive rights, which means that Class F-I Shareholders will not have an automatic option to purchase any new Class F-I Shares that we issue.

Our Second Amended and Restated Declaration of Trust also contains a provision permitting our Board of Trustees, without any action by our Class F-I Shareholders but subject to the terms of any class or series of Shares outstanding, to classify or reclassify any unissued Class F-I Shares into one or more classes or series by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms or conditions of repurchase of the class or series of Shares.

We will generally not issue certificates for our Class F-I Shares. Class F-I Shares will be held in “uncertificated” form, which will eliminate the physical handling and safekeeping responsibilities inherent in owning transferable share certificates and eliminate the need to return a duly executed share certificate to effect a transfer. SS&C GIDS, Inc. acts as our registrar and as the transfer agent for our Class F-I Shares.

No upfront selling commissions, dealer manager fees or shareholder servicing fees are paid with respect to Class F-I Shares.

Each Class F-I Share held in a Shareholder’s account will automatically and without any action on the part of the holder thereof convert into a number of Class I common shares (including any fractional shares) with an equivalent net asset value as such Class F-I Share on the earliest of (i) a listing of Class I common shares or (ii) our merger or consolidation with or into another entity or the sale or other disposition of all or substantially all of our assets.

Distributions will be made on all classes of our Shares at the same time. The per share amount of distributions on Class S common shares, Class T common shares, Class D common shares, Class I common shares, Class F-I Shares, Class E common shares and Class A common shares will likely differ because of different class-specific ongoing servicing fees that are deducted from the gross distributions for each Share class. Holders of our Shares may also participate in our Share Repurchase Plan, on a quarterly basis, subject to the terms of such plan as it may be amended from time to time.

Item 2. Exhibits.

Exhibit Number	Description
3.1	Second Amended and Restated Declaration of Trust of the Registrant as of November 11, 2024 (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed on November 12, 2024).
3.2	Bylaws of the Registrant (incorporated by reference to Exhibit 3.3 to the Registrant's Registration Statement on Form 10 filed on July 25, 2024).
4.1	Share Repurchase Plan dated November 11, 2024 (incorporated by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed on November 12, 2024).
4.2	Distribution Reinvestment Plan of the Registrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed on November 12, 2024).

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: February 28, 2025

Principal Credit Real Estate Income Trust
By:	/s/ Brian Riley
	Name:	Brian Riley
	Title:	Chief Financial Officer