UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b- 2 of the Securities Exchange Act of 1934.
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 3.02. | Unregistered Sales of Equity Securities. |
As of July 1, 2025, Goldman Sachs Private Credit Corp. (the “Company”) sold unregistered Class I shares (“Shares”) (with the final number of Shares being determined on July 18, 2025). The offer and sale of the Shares was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof, Regulation D thereunder and/or Regulation S thereunder. The following table details the Shares sold:
| Date of Unregistered Sale | Amount of Class I Shares | Consideration | ||||||
| As of July 1, 2025 (number of shares finalized on July 18, 2025) |
13,351,495 | $334,721,983 | ||||||
The sale of Shares was made pursuant to subscription agreements entered into by the Company and the purchasers thereof. The Company relied, in part, upon representations from the purchasers in the subscription agreements that each purchaser was an accredited investor (as defined in Regulation D under the Securities Act) and/or Non-U.S. Person (as defined in Regulation S under the Securities Act).
| Item 7.01. | Regulation FD Disclosure. |
June 2025 Distribution
On May 7, 2025, the Board of Directors of the Company declared a regular distribution per share with respect to the Shares for the month of June 2025 (the “June Distribution”).
| Distribution(1) | Annualized Distribution Yield(2) |
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| Class I Shares |
$0.19 per share | 9.1 | % | |||||
| (1) | Distribution per share is rounded to two decimal places. |
| (2) | Annualized distribution yield reflects the current month’s distribution per share annualized and divided by the current month end net asset value (“NAV”) per share and reflects the actual distribution per share paid. |
The June Distribution is payable on or about July 29, 2025 to stockholders of record as of the open of business on June 30, 2025. The June Distribution will be paid in cash or reinvested in Shares for stockholders participating in the Company’s distribution reinvestment plan.
Total Return Based on NAV
As of June 30, 2025, estimated total return based on NAV was as follows:
| 1-Month | 3-Month | Year-To-Date | 1-Year | Inception-to- Date |
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| Class I Shares(1) |
0.8 | % | 2.1 | % | 4.0 | % | 9.0 | % | 10.4 | % | ||||||||||
| (1) | Total return based on NAV is calculated as the change in NAV per share during the applicable period, plus distributions per share during the applicable period (assuming distributions are reinvested in accordance with the Company’s distribution reinvestment plan). Performance calculations for inception-to-date total return based on NAV began on April 6, 2023, the date the Company commenced operations. Returns for periods greater than one year are annualized. |
| Item 8.01. | Other Events. |
Net Asset Value (as of June 30, 2025)
As of June 30, 2025, the Company’s NAV was approximately $7.0 billion. The NAV per share as of June 30, 2025, as determined in accordance with the Company’s valuation policy, is set forth below.
| NAV per share as of June 30, 2025 | ||||
| Class I Shares |
$25.07 | |||
As of June 30, 2025, the fair value of the Company’s investment portfolio was approximately $9.6 billion.
Fund Leverage (as of June 30, 2025)
The following table sets forth fund leverage as of June 30, 2025:
| Fund Leverage as of June 30, 2025 | ||||
| Fund Leverage(1) |
0.4x | |||
| (1) | Fund leverage is calculated using the average daily borrowings of the Company during the month divided by average net assets during the month. |
Past performance is not necessarily indicative of future performance, and there can be no assurance that the Company will achieve comparable investment results, or that any targeted returns will be met.
The information presented above is based on management’s preliminary determinations as of June 30, 2025. Consequently, the data set forth in the Company’s subsequent Quarterly Reports on Form 10-Q or Annual Reports on Form 10-K may differ from this information and any such differences may be material. In addition, the information presented above does not include all of the information regarding the Company’s financial condition and results of operations that may be important to investors. As a result, investors are cautioned not to place undue reliance on the information presented above.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GOLDMAN SACHS PRIVATE CREDIT CORP. (Registrant) | ||||||
| Date: July 18, 2025 | By: | /s/ Alex Chi | ||||
| Name: | Alex Chi | |||||
| Title: | Co-Chief Executive Officer and Co-President | |||||
| By: | /s/ David Miller | |||||
| Name: | David Miller | |||||
| Title: | Co-Chief Executive Officer and Co-President | |||||