T. Rowe Price OHA Select Private Credit Fund
1 Vanderbilt Avenue, 16th Floor
New York, NY 10017
NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS
Online Meeting Only – No Physical Meeting Location
www.virtualshareholdermeeting.com/OCREDIT2026
October 8, 2026, 1:00 p.m., Eastern Time
Dear Shareholders:
Notice is hereby given to holders of common shares of beneficial interest, par value $0.01 per share (the “Common Shares” or “shares”) of T. Rowe Price OHA Select Private Credit Fund, a Delaware statutory trust (the “Company,” “we,” “us,” or “our”), that the Annual Meeting of Shareholders (the “Annual Meeting”) will be held virtually on October 8, 2026 at 1:00 p.m., Eastern Time at the following website: www.virtualshareholdermeeting.com/OCREDIT2026. The Annual Meeting will be held for the following purposes, in addition to transacting such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof:
(i)
| To elect the trustees of the Company (the “Trustees”), each to serve for a three-year term expiring at the Company’s 2029 annual meeting of shareholders or until their respective successor is duly elected and qualified (each such Trustee, a “Nominee” and, collectively, the “Nominees”) (the “Trustee Proposal”); and |
(ii)
| To ratify the selection of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (the “Auditor Proposal” and, together with the Trustee Proposal, the “Proposals”). |
The Proposals are described in more detail in the accompanying proxy statement (the “Proxy Statement”), which you should read carefully and in its entirety before authorizing a proxy to vote. We are not aware of any other business, or any other Nominees for election as Trustees, that may properly be brought before the Annual Meeting.
The Board of Trustees of the Company (the “Board of Trustees”) unanimously recommends that you (i) vote “FOR” each of the Nominees in connection with the Trustee Proposal and (ii) vote “FOR” the Auditor Proposal.
The close of business on September 8, 2026 has been fixed as the record date for the determination of holders of Common Shares entitled to notice of, and to vote at, the Annual Meeting or at any adjournment or postponement thereof. The enclosed voting materials allow you to vote your shares without attending the Annual Meeting virtually.
If your shares are held in “street name”, the broker, bank, trustee, nominee or other intermediary that holds your shares has the authority to vote them, absent your approval, only as to routine matters (i.e., the Auditor Proposal). As a result, for all non-routine matters to be voted on at the Annual Meeting (i.e., the Trustee Proposal), the broker, bank, trustee, nominee or other intermediary that holds your shares will need to obtain your authorization to vote those shares, and they will vote your shares as you direct. If you fail to provide voting instructions to your broker, bank, trustee, nominee or other intermediary, those uninstructed shares held by the broker, bank, trustee, nominee or other intermediary will not be voted. Accordingly, such uninstructed shares will not be counted as voted for any non-routine matters. You can vote by completing the enclosed proxy card and returning it in the enclosed U.S. postage-prepaid envelope. If you want to vote your shares electronically via the live webcast at the Annual Meeting, you must follow the instructions provided by your broker, bank, trustee, nominee or other intermediary. Additionally, the availability of telephone or Internet voting depends on the voting process used by the broker, bank, trustee, nominee or other intermediary that holds your shares.
Your vote and participation in the governance of the Company is extremely important to us. Whether or not you plan to attend the Annual Meeting virtually, we urge you to please follow the instructions on the enclosed proxy