UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
FINAL AMENDMENT
Private Debt & Income Fund
(Name of Subject Company (Issuer))
Private Debt & Income Fund
(Name of Filing Person(s) (Issuer))
Class I Shares of Beneficial Interest
(Title of Class of Securities)
74277N100
(CUSIP Number of Class of Securities)
Private Debt & Income Fund
2030 1st Avenue, 3rd Floor
Seattle, Washington 98121
401-736-7802
(Name, Address, and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Filing Person(s))
With a copy to:
Terrence Davis, Esq. & Tanya Boyle, Esq.
DLA Piper, LLP
1201 West Peachtree Street
Suite 2900
Atlanta, GA 30309
June 18, 2026
(Date Tender Offer First Published, Sent or Given to Security Holders)
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | third-party tender offer subject to Rule 14d-1. |
| ☒ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
This Final Amendment relates to the Issuer Tender Offer Statement on Schedule TO (the “Statement”) originally filed on June 18, 2026, (the “Statement Filing Date”) by Private Debt & Income Fund (the “Fund”) in connection with an offer by the Fund to purchase Shares in an amount up to approximately 5% of the net assets of the Fund ($466,872,313.20 as of April 30, 2026) on the terms and subject to the conditions set forth in the Offer to Purchase dated June 18, 2026 (“Offer to Purchase”) and the related Letter of Transmittal. Copies of the Offer to Purchase and the Letter of Transmittal were filed as Exhibit (b) and Exhibit (c) to the Statement on the Statement Filing Date.
This is the Final Amendment to the Statement and is being filed to report the results of the Offer. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase.
The following information is furnished pursuant to Rule 13e-4(c)(4):
| 1. | The Offer expired at the end of the day on July 30, 2026, at 11:59 p.m., Eastern Time. |
| 2. | 264,813.73 Class I Shares were validly tendered and not withdrawn prior to the expiration of the Offer and 264,813.73 Class I Shares were accepted for repurchase by the Fund in accordance with the terms of the Offer. |
| 3. | The Valuation Date for the Shares tendered pursuant to the Offer was June 30, 2026, and the net asset value of Class I Shares tendered pursuant to the Offer was calculated as of the Valuation Date in the amount of $25.11. |
| 4. | Payments of the repurchase prices ($6,649,472.81) of Class I Shares were accepted for purchase and paid for by the Fund in accordance with the terms of the Offer. On or about August 18, 2026, and August 26, 2026, the Fund paid such shareholders ($6,649,472.81) of Class I Shares, representing 100% of the aggregate amount payable in accordance with the terms of the Offer. |
Item 12(b). Filing Fee
Calculation of Filing Fee Tables are attached herewith.
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Signature
After due inquiry and to the best of my knowledge and belief, I certify that the information set out in this statement is true, complete, and correct.
| Private Debt & Income Fund | ||
| /s/ Patrick Kelly | ||
| By: | Patrick Kelly | |
| Title: | President and Principal Executive Officer | |
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