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)
Stone Point Credit Income Fund
(Name of Subject Company (Offeror and Issuer))
Stone Point Credit Income Fund
(Name of Filing Persons (Issuer))
Common Shares, $0.001 par value per share
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
Brian J. Rooder
20 Horseneck Lane
Greenwich, CT 06830
(203) 340-8763
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Filing Person)
With a copy to:
William J. Bielefeld
Matthew J. Carter
Dechert LLP
1900 K Street, NW
Washington, DC 20006
| ¨ | Check the box if the filing relates solely to preliminary communications made before 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. | |
| x | 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: x
FINAL AMENDMENT TO TENDER OFFER STATEMENT
This Final Amendment relates to the Issuer Tender Offer Statement on Schedule TO (the “Statement”) originally filed on August 17, 2026 by Stone Point Credit Income Fund (the “Fund”) in connection with an offer by the Fund to purchase up to 798,215 of its outstanding common shares (the “Shares”) at a price equal to the net asset value per Share as of September 30, 2026, upon the terms and subject to the conditions set forth in the Offer to Purchase and related letter of transmittal (the “Offer to Purchase” and the tender offer made thereby, the “Offer”).
This Final Amendment to the Statement is being filed pursuant to Rule 13e-4(c)(4) of the Securities Exchange Act of 1934, as amended, (“Rule 13e-4(c)(4)”) to report the results of the Offer.
The following information is provided pursuant to Rule 13e-4(c)(4):
| 1. | The Fund has received the final results of the Offer, which expired at 5:00 p.m., Eastern Time, on September 17, 2026. |
| 2. | No Shares of the Fund were validly tendered prior to the expiration of the Offer. Accordingly, the Fund will not be repurchasing any Shares pursuant to the Offer. |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| STONE POINT CREDIT INCOME FUND | ||
| By: | /s/ Steven P. Henke | |
| Name: | Steven P. Henke | |
| Title: | Chief Financial Officer | |
Dated: September 22, 2026
EXHIBIT INDEX
Exhibit
| EX-FILING FEES | Calculation of Filing Fee Tables |