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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): June 24, 2026
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Barings Private Credit Corporation
(Exact name of registrant as specified in its charter)
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| Maryland | | 814-01397 | | 86-3780522 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| |
300 South Tryon Street, Suite 2500 Charlotte, North Carolina | | 28202 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (704) 805-7200
N/A
(Former name or former address, if changed since last report.)
_________________________________________________________
Securities registered pursuant to Section 12(b) of the Act: None.
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:
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| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | | | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | | | |
| ¨ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
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 1.01. Entry into a Material Definitive Agreement.
On June 24, 2026, Barings Private Credit Corporation (the “Company”) entered into the First Amendment to the Amended and Restated Senior Secured Revolving Credit Agreement (the “First Amendment”), by and among the Company, as borrower, the lenders and issuing banks party thereto and Sumitomo Mitsui Banking Corporation (“SMBC”), as administrative agent, which amends that certain Amended and Restated Senior Secured Revolving Credit Agreement, dated as of December 23, 2025, by and among, among others, the Company, as borrower, the lenders and issuing banks party thereto, and SMBC, as administrative agent, lead arranger and sole bookrunner (as amended by the First Amendment and as may be further amended, restated, supplemented or otherwise modified from time to time, the “SMBC Credit Facility”).
The First Amendment, among other changes: (a) increases the total facility amount from $465.0 million to $540.0 million and (b) increases the accordion provision to permit increases to a total facility amount of up to $750.0 million.
The foregoing description is only a summary of the material provisions of the First Amendment and is qualified in its entirety by reference to a copy of the First Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 2.03. Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | | Description |
| 10.1 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Certain exhibits and/or schedules have been omitted in accordance with Item 601 of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon its request.
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.
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| | Barings Private Credit Corporation |
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| Date: June 29, 2026 | | By: | | /s/ Elizabeth A. Murray |
| | | | Elizabeth A. Murray |
| | | | Chief Financial Officer and
Chief Operating Officer |