Golub Capital Fund Boosts Leverage, Securitizes $1.8B in Debt

TL;DR

**GCRED is going all-in on leverage and securitization to fuel middle-market lending, signaling aggressive growth but also higher risk for investors.**

AI Summary

Golub Capital Private Credit Fund (GCRED) is an externally managed, non-diversified, closed-end management investment company regulated as a business development company (BDC) that commenced operations on June 30, 2023. For the fiscal year ended September 30, 2025, GCRED focused on generating current income and capital appreciation primarily through privately originated and negotiated investments, predominantly one-stop and other senior secured loans to U.S. middle-market companies with EBITDA under $100.0 million. The company completed a significant $868.6 million term debt securitization on September 18, 2025, issuing $564.4 million in notes and incurring $95.0 million in secured loans. Additionally, GCRED executed a $931.6 million term debt securitization on September 25, 2025, which redeemed all notes from the 2023 Debt Securitization. GCRED also issued $500.0 million in unsecured 2028 Notes on July 23, 2025, bearing 5.450% interest, and $500.0 million in unsecured 2030 Notes on February 24, 2025, bearing 5.875% interest. The company aims for a leverage ratio of 0.85x to 1.25x debt-to-equity, while investing in instruments typically rated below investment grade.

Why It Matters

Golub Capital Private Credit Fund's aggressive debt securitization, totaling over $1.8 billion in September 2025, and its issuance of $1 billion in unsecured notes, signals a strong push for growth and increased investment capacity in the middle-market lending space. This expansion could intensify competition among private credit providers, potentially impacting lending terms and returns across the sector. For investors, GCRED's strategy of targeting a 0.85x to 1.25x debt-to-equity ratio, coupled with investments in below-investment-grade instruments, suggests a higher risk-reward profile, appealing to those seeking yield but requiring careful due diligence on credit quality. Employees and customers of middle-market companies may see increased access to capital, but also face potentially more stringent loan covenants from a highly leveraged lender.

Risk Assessment

Risk Level: high — The company explicitly states it intends to target a leverage ratio of 0.85x to 1.25x debt-to-equity and may exceed this to the full extent permissible under the 1940 Act, indicating a high reliance on borrowed money. Furthermore, GCRED primarily invests in instruments rated below investment grade, often referred to as 'junk,' which have predominantly speculative characteristics regarding the issuer's capacity to pay interest and repay principal, significantly increasing credit risk.

Analyst Insight

Investors should carefully evaluate GCRED's increased leverage and exposure to below-investment-grade debt, understanding the higher risk profile. Consider if the potential for capital appreciation and current income justifies the elevated credit and market risks associated with its aggressive financing strategy and middle-market focus.

Key Numbers

• $868.6 million — 2025 Debt Securitization (Completed on September 18, 2025, issuing $564.4 million in notes and $95.0 million in secured loans.)
• $931.6 million — 2025-R Debt Securitization (Completed on September 25, 2025, redeeming all notes from the 2023 Debt Securitization.)
• $500.0 million — 2028 Unsecured Notes (Issued on July 23, 2025, bearing 5.450% interest.)
• $500.0 million — 2030 Unsecured Notes (Issued on February 24, 2025, bearing 5.875% interest.)
• $1,115.0 million — SMBC Credit Facility (Borrowing capacity as of September 30, 2025.)
• $500.0 million — BANA Credit Facility (Borrowing capacity as of September 30, 2025.)
• 164,583,056 — Class I common shares outstanding (As of November 25, 2025.)
• 8,449,812 — Class S common shares outstanding (As of November 25, 2025.)
• $85.0 billion — Capital under management by Golub Capital (As of October 1, 2025, indicating the scale of the broader organization.)
• 0.85x to 1.25x — Target leverage ratio (Debt-to-equity ratio GCRED intends to maintain.)

Key Players & Entities

• Golub Capital Private Credit Fund (company) — Registrant
• GC Advisors LLC (company) — Investment Adviser
• Ernst & Young LLP (company) — Auditor
• Bank of America, N.A. (company) — Administrative Agent and Sole Lender for BANA Credit Facility
• Sumitomo Mitsui Banking Corporation (company) — Administrative Agent and Collateral Agent for SMBC Credit Facility
• Securities and Exchange Commission (regulator) — Regulatory body for 10-K filing and Public Offering
• GCRED Holdings LLC (company) — Direct subsidiary of GCRED
• GCRED Funding (company) — Direct wholly-owned subsidiary of GCRED

FAQ

Risk Factors

• Interest Rate Volatility [medium — market]: The Fund's investments are primarily in floating rate loans, which are expected to perform well in a rising rate environment. However, significant increases in interest rates could negatively impact the creditworthiness of borrowers and potentially lead to increased defaults.
• Leverage Risk [high — financial]: The Fund targets a leverage ratio of 0.85x to 1.25x debt-to-equity. While leverage can amplify returns, it also magnifies losses and increases the risk of default if the Fund's investments underperform.
• Credit Risk of Borrowers [high — market]: The Fund invests predominantly in U.S. middle-market companies with EBITDA under $100.0 million, which are typically rated below investment grade. These companies may have a higher risk of default compared to larger, more established entities.
• Reliance on Investment Advisor [medium — operational]: The Fund is externally managed by GC Advisors. Its success depends on the expertise and performance of the investment advisor in sourcing, underwriting, and managing investments. Any failure by the advisor could materially harm the Fund.
• BDC and RIC Regulation [medium — regulatory]: As a BDC and RIC, the Fund is subject to specific regulatory requirements under the 1940 Act and the Code. Non-compliance with these regulations could result in penalties and impact the Fund's ability to operate as intended.
• Liquidity Risk [medium — financial]: While the Fund may invest in liquid credit instruments, its primary focus on privately originated loans means that a significant portion of its portfolio may be illiquid. This could make it difficult to sell assets quickly at a fair price if needed.

Industry Context

Golub Capital Private Credit Fund operates within the U.S. middle-market direct lending space, a segment characterized by privately originated loans to companies with EBITDA typically below $100 million. This sector is highly competitive, with numerous BDCs and private credit funds vying for investment opportunities. The industry is influenced by macroeconomic factors such as interest rate movements and economic growth, which impact borrower creditworthiness and loan performance.

Regulatory Implications

As a BDC regulated under the 1940 Act, GCRED faces stringent rules regarding leverage, asset coverage, and reporting. Its election as a RIC also imposes requirements for income distribution and asset diversification. Compliance with these regulations is critical to maintaining its operational structure and tax status, with potential penalties for non-adherence.

What Investors Should Do

1. Monitor leverage levels closely.
2. Evaluate the credit quality of the loan portfolio.
3. Assess the impact of interest rate changes.
4. Review the Fund's reliance on its investment advisor.

Key Dates

• 2023-06-30: Commencement of Operations — Marks the official start of the Fund's investment activities and operations.
• 2025-02-24: Issuance of $500.0 million in unsecured 2030 Notes — Secured long-term funding with a fixed interest rate of 5.875%, extending the Fund's debt maturity profile.
• 2025-07-23: Issuance of $500.0 million in unsecured 2028 Notes — Further strengthened the Fund's capital structure with additional long-term, fixed-rate debt at 5.450% interest.
• 2025-09-18: Completion of $868.6 million term debt securitization — Raised significant capital through notes ($564.4 million) and secured loans ($95.0 million), enhancing liquidity and funding capacity.
• 2025-09-25: Completion of $931.6 million term debt securitization — A major refinancing event that redeemed all outstanding notes from the 2023 Debt Securitization, optimizing the Fund's debt structure.

Glossary

BDC

Business Development Company. A type of closed-end investment company that invests in small and medium-sized businesses with the aim of providing capital and expertise. (Golub Capital Private Credit Fund is regulated as a BDC, which dictates its investment strategies and regulatory compliance requirements.)

RIC

Regulated Investment Company. A tax designation for investment companies that meet certain income distribution and asset diversification requirements, allowing them to avoid corporate income tax. (The Fund's RIC status is crucial for its tax efficiency and ability to pass through income to shareholders.)

EBITDA

Earnings Before Interest, Taxes, Depreciation, and Amortization. A measure of a company's operating performance. (Used by the Fund to define its target 'middle-market' companies, generally those with EBITDA under $100.0 million.)

One-stop loan

A type of loan where a single lender or group of lenders provides all the debt financing a company needs, often including senior secured debt. (This is a primary investment focus for the Fund, allowing for significant influence and collateralization.)

Senior secured loan

A loan that is backed by collateral and has priority over other debt in the event of bankruptcy or liquidation. (The Fund primarily invests in these types of loans, seeking security and a higher position in the capital structure.)

Subordinated loan

A loan that ranks below senior debt in priority of payment. It is riskier but typically offers higher interest rates. (The Fund may selectively invest in these loans as part of its strategy to generate capital appreciation.)

Securitization

The process of pooling various types of contractual debt, such as mortgages, auto loans, or credit card debt, and selling their related cash flows to third-party investors as securities. (The Fund has utilized securitization to raise substantial debt financing, as seen with its 2025 debt securitizations.)

Year-Over-Year Comparison

As GCRED commenced operations on June 30, 2023, there is no direct year-over-year comparison for the fiscal year ended September 30, 2025, against a prior full fiscal year filing. Key activities in the current period include significant debt issuances and securitizations to fund its investment strategy and establish its capital structure, alongside the initial deployment of capital into its target market.

Key Financial Figures

• $0.01 — of the Act: Class S Shares, par value $0.01 per share Class D Shares, par value $0
• $300.0 million — s and which allowed for borrowing up to $300.0 million as of September 30, 2025; "Common Sha
• $868.6 million — 2025 Debt Securitization" refers to the $868.6 million term debt securitization that we comple
• $564.4 million — the 2025 Issuer issued an aggregate of $564.4 million of notes, or the "2025 Notes"), includi
• $430.0 million — notes, or the "2025 Notes"), including $430.0 million of Class A-1 Senior Secured Floating Ra
• $14.4 million — ht Financing Rate or "SOFR" plus 1.47%, $14.4 million of Class A-2 Senior Secured Floating Ra
• $59.7 million — est at the three-month SOFR plus 1.65%, $59.7 million of Class B Senior Secured Floating Rate
• $60.3 million — est at the three-month SOFR plus 1.80%, $60.3 million of Class C Secured Deferrable Floating
• $209.1 million — "Secured 2025 Notes", and approximately $209.1 million of Subordinated 2025 Notes, which do no
• $95.0 million — ; in addition, the 2025 Issuer incurred $95.0 million of secured loans, including $60.0 milli
• $60.0 million — 5.0 million of secured loans, including $60.0 million of Class A-1L-1 Senior Secured Floating
• $10.0 million — est at the three-month SOFR plus 1.47%, $10.0 million of Class A-1L-2 Senior Secured Floating
• $20.0 million — est at the three-month SOFR plus 1.47%, $20.0 million of Class A-2L Senior Secured Floating R
• $5.0 million — at the three-month SOFR plus 1.65% and $5.0 million of Class B-L Senior Secured Floating Ra
• $693.6 million — 2023 Debt Securitization" refers to the $693.6 million term debt securitization that we comple

Filing Documents

• gcred-20250930.htm (10-K) — 13414KB
• gcred-fy2510xkexhibit43.htm (EX-4.3) — 72KB
• gcred-fy2510xkexhibit101.htm (EX-10.1) — 86KB
• gcred-fy2510xkexhibit102.htm (EX-10.2) — 39KB
• gcred-fy2510xkexhibit141.htm (EX-14.1) — 55KB
• gcred-fy2510xkexhibit142.htm (EX-14.2) — 97KB
• gcred-fy2510xkexhibit211.htm (EX-21.1) — 6KB
• gcred-fy2510xkexhibit311.htm (EX-31.1) — 8KB
• gcred-fy2510xkexhibit312.htm (EX-31.2) — 8KB
• gcred-fy2510xkexhibit321.htm (EX-32.1) — 9KB
• gcred-fy2510xkexhibit991.htm (EX-99.1) — 11KB
• gcred-20250930_g1.jpg (GRAPHIC) — 35KB
• 0001930087-25-000070.txt ( ) — 44967KB
• gcred-20250930.xsd (EX-101.SCH) — 142KB
• gcred-20250930_cal.xml (EX-101.CAL) — 102KB
• gcred-20250930_def.xml (EX-101.DEF) — 780KB
• gcred-20250930_lab.xml (EX-101.LAB) — 1106KB
• gcred-20250930_pre.xml (EX-101.PRE) — 913KB
• gcred-20250930_htm.xml (XML) — 12679KB

Business

Business 3 Item 1A.

Risk Factors

Risk Factors 39 Item 1B. Unresolved Staff Comments 95 Item 1C. Cybersecurity 95 Item 2.

Properties

Properties 96 Item 3.

Legal Proceedings

Legal Proceedings 96 Item 4. Mine Safety Disclosures 97 Part II. Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 98 Item 6. Reserved 103 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 104 Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 132 Item 8. Consolidated Financial Statements and Supplementary Data 134 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 232 Item 9A.

Controls and Procedures

Controls and Procedures 232 Item 9B. Other Information 232 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 232 Part III. Item 10. Directors, Executive Officers and Corporate Governance 233 Item 11.

Executive Compensation

Executive Compensation 233 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 233 Item 13. Certain Relationships and Related Transactions, and Director Independence 233 Item 14. Principal Accountant Fees and Services 233 Part IV. Item 15. Exhibits and Financial Statement Schedules 234 Item 16. Form 10-K Summary 240

Signatures

Signatures 241 TABLE OF C ONTENTS PART I In this Annual Report on Form 10-K, except as otherwise indicated, the terms: "we," "us," "our", "Company" and "GCRED" refer to Golub Capital Private Credit Fund, a Delaware statutory trust, and its consolidated subsidiaries; "GCRED Holdings" refers to GCRED Holdings LLC, a Delaware LLC, our direct subsidiary; "GCRED Holdings 2" refers to GCRED Holdings 2, LLC, a Delaware LLC, our direct subsidiary; "2025 CLO Depositor" refers to Golub Capital Private Credit Fund CLO 2 Depositor, a Delaware statutory trust, our direct subsidiary; "2025 Issuer" refers to Golub Capital Private Credit Fund CLO 2, a Delaware statutory trust, our indirect subsidiary; "2025-R CLO Depositor" refers to Golub Capital Private Credit Fund CLO Depositor, a Delaware statutory trust, our direct subsidiary, and together with the 2025 CLO Depositor, the "CLO Depositors", and each, a "CLO Depositor " ; "2025-R Issuer" refers to Golub Capital Private Credit Fund CLO-R, a Delaware statutory trust, our indirect subsidiary, formerly Golub Capital Private Credit Fund CLO, a Delaware statutory trust (the "2023 Issuer") and formerly GCP SG Warehouse 2022-1, a Delaware statutory trust (the "CLO Vehicle"); "GC Advisors" refers to GC Advisors LLC, our investment adviser; "Administrator" refers to Golub Capital LLC, an affiliate of GC Advisors and our administrator; "Adviser Revolver" refers to the line of credit with GC Advisors and which allowed for borrowing up to $300.0 million as of September 30, 2025; "Common Shares" refers to our common shares of beneficial interest, par value $0.01 per share, including our Class S common shares ("Class S Shares"), Class D common shares ("Class D Shares") and Class I common shares ("Class I Shares"); "2025 Debt Securitization" refers to the $868.6 million term debt securitization that we completed on September 18, 2025, in which the 2025 Issuer issued an aggregate of $564.4 million of notes, or the "

Business

Item 1. Business GENERAL We are an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended, or the 1940 Act. In addition, for U.S. federal income tax purposes, we have elected to be treated as a regulated investment company, or RIC, under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code. We were formed on May 13, 2022 as a Delaware statutory trust and commenced operations on June 30, 2023. We make investments and generate current income and capital appreciation by investing primarily in privately originated and privately negotiated investments, predominantly through direct lending to U.S. private companies in the middle-market in the form of one stop and other senior secured loans. GC Advisors structures these one stop loans as senior secured loans, and we obtain security interests in the assets of the portfolio company that serve as collateral in support of the repayment of these loans. This collateral often takes the form of first-priority liens on the assets of the portfolio company. In many cases, we are the sole lender or we, together with our affiliates, are the sole lenders of one stop loans, which can afford us additional influence over the borrower in terms of monitoring and, if necessary, remediating any underperformance. In this Annual Report on Form 10-K, the term "middle-market" generally refers to companies having earnings before interest, taxes, depreciation and amortization, or EBITDA, of less than $100.0 million annually. Our investment objective is to generate current income and capital appreciation. We also selectively invest in second lien and subordinated (a loan that ranks senior only to a borrower's equity securities and ranks junior to all of such borrower's other indebtedness in priority of payment) loans of, and warrants and minority equity securities in U.S. middle-m

View Full Filing

View this 10-K filing on SEC EDGAR