UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Final Amendment)
Golub Capital Private Income Fund S
(Name of Issuer)
Golub Capital Private Income Fund S
(Name of Person(s) Filing Statement)
Common shares of beneficial interest, par value $0.01 per share
(Title of Class of Securities)
38182F106
(CUSIP Number of class of securities)
David B. Golub
c/o GC Advisors LLC
200 Park Avenue, 25th Floor
New York, NY 10166
(212) 750-6060
(Name, Address and Telephone No. of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
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Rajib Chanda, Esq. Nathan Briggs, Esq. Simpson Thacher & Bartlett LLP 900 G Street, NW Washington, DC 20001 | Bissie Bonner, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 |
September 29, 2026
(Date Tender Offer First Published, Sent or Given to Security Holders)
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| ¨ | 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
This Final Amendment relates to the Issuer Tender Offer Statement on Schedule TO (the “Statement”) originally filed on September 29, 2026 by Golub Capital Private Income Fund S (the “Fund”) in connection with an offer by the Fund (the “Offer”) to purchase up to 243,471 of its outstanding shares of beneficial interest at a price equal to the net asset value per Share as of September 30, 2026 (the “Valuation Date”), upon the terms and subject to the conditions set forth in the Offer to Purchase filed as Exhibit (a)(1)(ii) to the Statement (the “Offer to Purchase”).
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 11:59 p.m., Eastern Time, on October 28, 2026 (the “Offer Expiration Date”).
2.10,400 Shares of the Fund were validly tendered and not withdrawn prior to the expiration of the Offer. The Fund accepted for purchase 100% of the Shares of the Fund that were validly tendered and not withdrawn prior to the expiration of the Offer as permitted by Rule 13e-4(f)(1) of the Securities Exchange Act of 1934, as amended.
3.The aggregate net asset value of Shares accepted pursuant to the Offer was calculated as of the Valuation Date in the amount of $250,744.
4.Pursuant to the Offer, within five business days of the Offer Expiration Date, the Fund paid in cash to the tendering Shareholders a total of $245,729 representing the net asset value of the total amount of Shares tendered by Shareholders, less the early repurchase deduction, as applicable. The Shares were repurchased on the Offer Expiration Date at a price of $24.11 per Share, which was the net asset value per Share of the applicable class as of the Valuation Date, less the early repurchase deduction, as applicable.
Except as specifically provided herein, the information contained in the Statement, as amended, and the Transmittal Letter remains unchanged and this Amendment does not modify any of the information previously reported on the Statement, as amended, or the Transmittal Letter.
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.
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| Golub Capital Private Income Fund S |
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| By: | /s/ Christopher C. Ericson |
| Name: | Christopher C. Ericson |
| Title: | Chief Financial Officer and Treasurer |
Dated: November 10, 2026