New Mountain Private Credit Fund Files 8-K

TL;DR

NMPCF filed an 8-K on 8/26/25 regarding unregistered equity sales.

AI Summary

On August 26, 2025, New Mountain Private Credit Fund filed an 8-K report. The filing primarily concerns unregistered sales of equity securities and includes other events and Regulation FD disclosures. The company is incorporated in Maryland and its principal executive offices are located at 1633 Broadway, New York, NY.

Why It Matters

This 8-K filing indicates potential unregistered sales of equity securities, which could impact the fund's capital structure and investor base.

Risk Assessment

Risk Level: medium — Filings related to unregistered sales of equity securities can indicate potential dilution or changes in ownership structure, warranting closer examination.

Key Players & Entities

• New Mountain Private Credit Fund (company) — Registrant
• August 26, 2025 (date) — Date of Report
• Maryland (jurisdiction) — State of Incorporation
• 1633 Broadway, 48th Floor, New York, New York 10019 (address) — Principal executive offices
• 212-720-0300 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $5.9 million — ggregate consideration of approximately $5.9 million at a price per Share equal to $24.54 (w
• $24.54 — 9 million at a price per Share equal to $24.54 (with the final number of shares being
• $0.19 — a regular distribution in the amount of $0.19 per Share, payable to shareholders of r
• $1,031.0 m — mpany's aggregate NAV was approximately $1,031.0 million, the fair value of its investment
• $1,573.1 m — investment portfolio was approximately $1,573.1 million, and it had approximately $598.0
• $598.0 million — 573.1 million, and it had approximately $598.0 million of debt outstanding (at principal). The
• $1,160.0 million — 31, 2025, the Company had approximately $1,160.0 million in committed debt capacity, with 100% i
• $5,925,000 — otal Consideration Shares 241,443 $5,925,000 1 SIGNATURE Pursuant to the requir

Filing Documents

• newmountainprivate_8k.htm (8-K) — 40KB
• 0001580642-25-005486.txt ( ) — 199KB
• newcred-20250826.xsd (EX-101.SCH) — 3KB
• newcred-20250826_lab.xml (EX-101.LAB) — 33KB
• newcred-20250826_pre.xml (EX-101.PRE) — 22KB
• newmountainprivate_8k_htm.xml (XML) — 3KB

02 - Unregistered Sale of Equity Securities

Item 3.02 - Unregistered Sale of Equity Securities. In connection with the continuous private offering (the "Private Offering") of New Mountain Private Credit Fund, a Maryland statutory trust (the "Company"), as of August 1, 2025, the Company sold an aggregate of 241,443 of its common shares of beneficial interest for the month of August (the "Shares"), for aggregate consideration of approximately $5.9 million at a price per Share equal to $24.54 (with the final number of shares being determined on August 26, 2025). The offer and sale of the Shares was exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder.

01 - Regulation FD Disclosure

Item 7.01 - Regulation FD Disclosure. August 2025 Distribution On August 26, 2025, the Board of Trustees of the Company declared a regular distribution in the amount of $0.19 per Share, payable to shareholders of record as of the close of business on August 29, 2025 to be paid on or about September 30, 2025. This distribution will be paid in cash or reinvested in Shares for shareholders participating in the Company's distribution reinvestment plan.

01 - Other Events

Item 8.01 - Other Events. Net Asset Value The net asset value (" NAV ") per Share as of July 31, 2025, as determined in accordance with the Company's valuation policy, is $24.54. As of July 31, 2025, the Company's aggregate NAV was approximately $1,031.0 million, the fair value of its investment portfolio was approximately $1,573.1 million, and it had approximately $598.0 million of debt outstanding (at principal). The average debt-to-equity leverage ratio during July 2025 was approximately 0.55 times. As of July 31, 2025, the Company had approximately $1,160.0 million in committed debt capacity, with 100% in floating rate leverage, of which 100% was secured. Status of Offering The Company is currently offering Shares on a monthly basis as part of the Private Offering. The following table lists the Shares issued and total consideration for the Private Offering as of the date of this filing. The table below does not include Shares issued through the Company's distribution reinvestment plan. The Company intends to continue selling Shares in the Private Offering on a monthly basis. Private Offering Shares Issued Total Consideration Shares 241,443 $5,925,000 1 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NEW MOUNTAIN PRIVATE CREDIT FUND By: /s/ Eric Kane Name: Eric Kane Title: Corporate Secretary Date: August 26, 2025 2

View Full Filing

View this 8-K filing on SEC EDGAR