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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 26, 2026
GOLUB CAPITAL PRIVATE INCOME FUND S
(Exact name of Registrant as Specified in Its Charter)
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| Delaware | | 814-01945 | | 39-3613464 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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__ 200 Park Avenue, 25th Floor, New York, NY 10166_ _
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (212) 750-6060
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(Former Name or Former Address, if Changed Since Last Report) 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 (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol | Name of each exchange on which registered |
| None | 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. ☐
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Item 3.02. | Unregistered Sales of Equity Securities. |
As of March 1, 2026, Golub Capital Private Income Fund S (the “Company”) sold unregistered common shares of beneficial interest, par value $0.01 (the “Common Shares”), based on the Company’s net asset value (“NAV”) per Common Share as of February 28, 2026, pursuant to subscription agreements entered into by the Company and its investors. The offer and sale of the Common Shares were exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2), Regulation D, and/or Regulation S thereunder. The following table details the amount of Common Shares sold and consideration therefore:
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| Date of Unregistered Sale | Amount of Common Shares | | | NAV per Common Share | | Consideration(1) |
As of March 1, 2026 | 132,933 | | | $ | 24.50 | | | $ | 3,256,851 | |
(1) No underwriting discounts or commissions have been or will be paid in connection with the sale of such Common Shares. Although the Fund does not charge investors any upfront placement or other fees with respect to the Common Shares, investors who purchase Common Shares through certain financial intermediaries may be directly charged transaction or other fees by such intermediaries, including upfront placement fees or brokerage commissions, in such amounts as the financial intermediaries may determine, provided that selling agents limit such charges to 3.5% of NAV for Common Shares.
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Item 7.01. | Regulation FD Disclosures. |
March 2026 Distribution
As previously disclosed, on February 2, 2026, the Company declared a regular distribution for its common shares of beneficial interest (the “Common Shares”) in the amount per share set forth below:
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| Gross
Distribution | | | Shareholder Servicing and/or Distribution Fee(1) | | Net Distribution |
March 2026 Common Shares Distribution | $ | 0.1667 | | | | $ | 0.0174 | | | $ | 0.1493 | |
(1) Amount is estimated utilizing the February 28, 2026 net asset value per share.
The March net distribution for Common Shares is payable to shareholders of record as of the open of business on March 31, 2026 and will be paid on or around April 29, 2026.
This distribution will be paid in cash or reinvested in Common Shares of the Company for shareholders participating in the Company’s distribution reinvestment plan.
Portfolio and Business Commentary
As of February 28, 2026, the Company had investments in 126 portfolio companies with total fair value of approximately $241 million. As of February 28, 2026, the Company’s investments as a percentage of the portfolio at fair value were comprised of the following:
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| Investment Type | As of February 28, 2026 |
| First Lien Senior Secured | 98% |
| Junior Debt | 0%* |
| Equity & Other | 2% |
* Represents an amount less than 1%.
As of February 28, 2026, approximately 100% of the debt investments in the Company’s portfolio, based on fair value, were floating rates and two debt investments representing less than 1% had a fixed interest rate. As of February 28, 2026, the ten largest industries in which the Company was invested, represented as a percentage of fair value, were as follows:
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| Industry | As of February 28, 2026 |
| Software | 25% |
| Insurance | 10% |
| Hotels, Restaurants & Leisure | 6% |
| Healthcare Providers & Services | 6% |
| Healthcare Equipment & Supplies | 5% |
| Automobiles | 5% |
| Containers & Packaging | 4% |
| Commercial Services & Supplies | 4% |
| Healthcare Technology | 4% |
| Professional Services | 4% |
As of February 28, 2026, the Company’s aggregate net asset value ("NAV") was approximately $111 million, the fair value of its portfolio investments was approximately $241 million, and it had approximately $137 million of debt outstanding. As of February 28, 2026, the Company’s debt-to-equity leverage ratio was 1.24x.
Net Asset Value
The NAV per share of the Company as of February 28, 2026, as determined in accordance with the Company’s valuation policy and procedures, is set forth below:
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| NAV Per Share as of February 28, 2026 |
| Common Shares | $24.50 |
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Pursuant to the requirements of the Securities Exchange Act of 1934, Golub Capital Private Income Fund S has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | GOLUB CAPITAL PRIVATE INCOME FUND S |
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Date: March 27, 2026 | | By: /s/ Paul Solini |
| | Name: Paul Solini |
| | Title: Chief Accounting Officer |