Partners Group Lending Fund Details Private BDC Strategy in 10-K

TL;DR

**This private BDC offers exposure to middle-market debt via a seasoned manager, but its illiquid nature means it's strictly for long-term, sophisticated investors comfortable with no public market exit.**

AI Summary

Partners Group Lending Fund, LLC, an externally managed, non-diversified closed-end management investment company, filed its 10-K for the fiscal year ended December 31, 2025. The Fund, which converted to a Delaware limited liability company on July 12, 2023, operates as a private, perpetual-life Business Development Company (BDC) and is not listed on a public exchange. Its primary investment objective is to generate attractive risk-adjusted returns and current income by investing in senior secured loans to private middle market U.S. companies, with a lesser allocation to opportunistic credit like second lien loans and CLO Equity. The Fund commenced investment operations in September 2023 and elected to be regulated as a BDC in December 2025. As of December 31, 2025, its affiliate, Partners Group, manages over $184 billion in assets globally, with over $40.2 billion specifically in private debt. The Fund had 181,682,064 Class I units and 48,421 Class M units outstanding as of February 27, 2026.

Why It Matters

This 10-K provides a rare glimpse into the operations of a private, perpetual-life BDC, a growing segment of the alternative investment market. For investors, it highlights the illiquid nature of its common units, which are not publicly traded, and the reliance on Partners Group's extensive private markets platform for deal sourcing and management. Employees benefit from the stability of a large, established global firm like Partners Group, which manages over $184 billion in assets. The competitive landscape for private credit remains robust, and Partners Group Lending Fund's focus on senior secured loans to middle-market companies positions it within a high-demand segment, potentially impacting the availability and cost of capital for these businesses.

Risk Assessment

Risk Level: medium — The Fund is a non-diversified closed-end management investment company, concentrating its investments and increasing its exposure to specific risks. As a private, perpetual-life BDC, its common units are not listed on a stock exchange, meaning there is no established public market for its limited liability company interests as of June 30, 2025, posing significant liquidity risk for investors.

Analyst Insight

Investors should carefully review the illiquidity of the common units and the long-term nature of this investment. Given its private structure, this BDC is suitable only for sophisticated investors with a high tolerance for illiquidity and a long investment horizon, seeking exposure to private credit managed by Partners Group.

Key Numbers

• $184B — Assets Under Management (AuM) (Partners Group and its affiliates manage over $184 billion in assets across private market assets as of December 31, 2025.)
• $40.2B — Private Debt AuM (Partners Group manages over $40.2 billion in private debt globally as of December 31, 2025.)
• 181,682,064 — Class I units outstanding (Number of Class I common units outstanding as of February 27, 2026.)
• 48,421 — Class M units outstanding (Number of Class M common units outstanding as of February 27, 2026.)
• June 16, 2022 — Incorporation Date (Date the Fund initially incorporated as a Delaware corporation.)
• July 12, 2023 — Conversion Date (Date the Fund converted to a Delaware limited liability company.)
• September 2023 — Investment Operations Commencement (Date the Fund commenced investment operations as a private fund.)
• December 2025 — BDC Election Date (Date the Fund elected to be regulated as a BDC.)

Key Players & Entities

• Partners Group Lending Fund, LLC (company) — Registrant
• Partners Group (USA) Inc. (company) — Adviser
• Partners Group AG (company) — Parent company of Adviser, listed on SIX Swiss Exchange
• International Fund Services (N.A.), LLC (company) — Administrator
• SEC (regulator) — Securities and Exchange Commission
• December 31, 2025 (date) — Fiscal year end
• February 27, 2026 (date) — Date common units outstanding were reported
• 181,682,064 (dollar_amount) — Class I units outstanding
• 48,421 (dollar_amount) — Class M units outstanding
• SIX Swiss Exchange (company) — Exchange where Partners Group Holding AG is listed

FAQ

Risk Factors

• BDC Regulation and Compliance [medium — regulatory]: The Fund elected to be regulated as a Business Development Company (BDC) in December 2025. As a BDC, it is subject to specific regulations under the 1940 Act, which may limit its investment activities and require adherence to certain asset coverage and operational requirements. Failure to comply with these regulations could result in penalties or restrictions.
• Interest Rate Sensitivity [medium — market]: The Fund primarily invests in senior secured loans with interest rates tied to SOFR, EURIBOR, or CORRA plus a margin. Fluctuations in these base rates can significantly impact the Fund's investment income and the value of its portfolio. A sustained period of low interest rates could reduce income generation, while rapid increases could impact borrower repayment capacity.
• Credit Risk of Middle Market Companies [high — market]: The Fund's primary strategy involves lending to private middle market U.S. companies. These companies may have less established credit histories and be more susceptible to economic downturns than larger, publicly traded entities, increasing the risk of default on loans.
• Reliance on Investment Adviser [medium — operational]: The Fund is externally managed by Partners Group (USA) Inc. The Adviser is responsible for investment decisions and portfolio management. Any deficiencies in the Adviser's performance, strategy, or operational capabilities could negatively impact the Fund's investment returns and overall performance.
• Valuation of Illiquid Investments [medium — financial]: The Fund invests in private debt, which is generally illiquid. The valuation of these investments, especially those in opportunistic credit, can be subjective and may not accurately reflect their realizable value, particularly in stressed market conditions.
• Limited Diversification [high — market]: The Fund is a non-diversified investment company. This means it may invest a larger portion of its assets in a single issuer or a smaller number of issuers compared to a diversified fund. This concentration increases the risk associated with the performance of any single investment.

Industry Context

The private debt market, particularly for middle-market U.S. companies, has seen significant growth, driven by banks' reduced appetite for direct lending and the search for yield by institutional investors. Business Development Companies (BDCs) play a crucial role in this ecosystem, providing essential capital. However, the sector is competitive, with numerous funds vying for attractive deals, and is sensitive to macroeconomic conditions, interest rate movements, and regulatory changes.

Regulatory Implications

The Fund's election to be regulated as a BDC subjects it to the Investment Company Act of 1940. This includes requirements related to asset coverage, leverage limitations, and reporting, which can impact investment flexibility and operational costs. Compliance with these regulations is critical to avoid penalties and maintain its status.

What Investors Should Do

1. Review the Adviser's track record and operational capabilities.
2. Analyze the Fund's portfolio concentration and credit quality.
3. Monitor interest rate trends and their impact on loan income and valuations.
4. Understand the implications of BDC regulation on investment strategy and liquidity.

Key Dates

• 2022-06-16: Initial Incorporation — Marks the legal establishment of the entity as a Delaware corporation.
• 2023-07-12: Conversion to LLC — The Fund converted to a Delaware limited liability company, changing its legal structure.
• 2023-09-01: Investment Operations Commencement — Indicates when the Fund began actively deploying capital and making investments.
• 2025-12-01: BDC Election Date — The Fund elected to be regulated as a Business Development Company (BDC) under the 1940 Act, subjecting it to specific regulatory requirements.

Glossary

BDC

Business Development Company, a type of closed-end investment company that invests in the securities of eligible small and mid-sized companies. (The Fund has elected to be regulated as a BDC, which imposes specific investment and operational rules.)

1940 Act

The Investment Company Act of 1940, a U.S. federal law that regulates the organization and operation of investment companies, including BDCs. (Governs the regulatory framework under which the Fund operates as a BDC.)

SOFR

Secured Overnight Financing Rate, a benchmark interest rate for U.S. dollar-denominated derivatives and other financial contracts. (A key component of the variable interest rates on the Fund's senior secured loans.)

Senior Secured Loans

Loans that are the most senior in a borrower's capital structure and are typically secured by collateral. (The primary investment focus of the Fund.)

Opportunistic Credit

Investments in credit instruments that are considered less traditional or carry higher risk/reward profiles than senior secured loans, such as second lien loans or CLO Equity. (A secondary investment strategy for the Fund to enhance returns.)

CLO Equity

The most junior equity tranche of a Collateralized Loan Obligation, which offers high potential returns but also carries significant risk. (An example of an 'Opportunistic Credit' investment the Fund may pursue.)

Perpetual-life BDC

A BDC whose common units are not listed on an exchange and are intended to be sold continuously at Net Asset Value (NAV). (Describes the Fund's structure and continuous offering model.)

Year-Over-Year Comparison

As this is the first 10-K filing for Partners Group Lending Fund, LLC after commencing investment operations in September 2023 and electing BDC status in December 2025, there are no prior year metrics to compare against. Key developments include the establishment of its investment strategy focused on senior secured loans to private middle market U.S. companies and the initiation of its BDC regulatory framework. Future filings will provide year-over-year comparisons.

Filing Documents

• fp0097947-1_10kixbrl.htm (10-K) — 5604KB
• fp0097947-1_ex991541.htm (EX-99.15) — 24KB
• fp0097947-1_ex9915211.htm (EX-99.15) — 2KB
• fp0097947-1_ex9915311.htm (EX-99.15) — 9KB
• fp0097947-1_ex9915312.htm (EX-99.15) — 9KB
• fp0097947-1_ex9915321.htm (EX-99.15) — 3KB
• fp0097947-1_ex9915322.htm (EX-99.15) — 3KB
• image_001.gif (GRAPHIC) — 0KB
• image_002.gif (GRAPHIC) — 0KB
• 0001398344-26-005654.txt ( ) — 15939KB
• pgpe-20251231.xsd (EX-101.SCH) — 93KB
• pgpe-20251231_cal.xml (EX-101.CAL) — 60KB
• pgpe-20251231_def.xml (EX-101.DEF) — 249KB
• pgpe-20251231_lab.xml (EX-101.LAB) — 416KB
• pgpe-20251231_pre.xml (EX-101.PRE) — 378KB
• fp0097947-1_10kixbrl_htm.xml (XML) — 4495KB

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 34 Item 1B. Unresolved Staff Comments 58 Item 1C. Cybersecurity 58 Item 2.

Properties

Properties 59 Item 3.

Legal Proceedings

Legal Proceedings 59 Item 4. Mine Safety Disclosures 59 PART II Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 60 Item 6.

Selected Financial Data

Selected Financial Data 61 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 61 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 77 Item 8. Consolidated Financial Statements and Supplementary Data 77 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 112 Item 9A.

Controls and Procedures

Controls and Procedures 112 Item 9B. Other Information 112 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 112 PART III Item 10. Directors, Executive Officers and Corporate Governance 113 Item 11.

Executive Compensation

Executive Compensation 119 Item 12.

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

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters 119 Item 13. Certain Relationships and Related Transactions, and Director Independence 121 Item 14. Principal Accountant Fees and Services 128 PART IV Item 15. Exhibits and Financial Statement Schedules 129 Item 16. Form 10-K Summary 130

Signatures

Signatures 131 Glossary of Terms In this Annual Report on Form 10-K, unless otherwise specified, the terms: "1940 Act" refers to the Investment Company Act of 1940, as amended; The "Fund," "Company," "we," "us," and "our" refer to Partners Group Lending Fund, LLC, a Delaware limited liability company; "Administrator" refers to International Fund Services (N.A.), LLC; "Master Administrative Services Agreement" refers to the Master Administrative Services Agreement between the Fund and the Administrator; "Adviser" refers to Partners Group (USA) Inc., a Delaware corporation; "Partners Group" refers to Partners Group AG, a corporation organized in Switzerland; "Board of Directors", "Board", and "Directors" refers to the Fund's board of directors and the members thereof, appointed with effect from the date of the Fund's BDC election; "Common Units" refers collectively to the Fund's Class A, Class S, Class I, and Class M common units; "LLC Agreement" refers to the Fund's amended and restated limited liability company agreement; "Investment Advisory Agreement" refers to the Amended and Restated Investment Advisory Agreement between the Fund and the Adviser; "BDC" means a Business Development Company under the 1940 Act. "Code" means the Internal Revenue Code of 1986, as amended "RIC" means a regulated investment company under the Code "NAV" means net asset value Cautionary Note Regarding Forward-Looking Statements This annual report on Form 10-K (the "Annual Report") contains forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby, about our business, including, in particular, statements about our plans, strategies and objectives. You can generally identify forward-looking statements by our use of forward-looking terminology such as "may," "will," "expect," "intend," "anticipate," "project," "estimate," "believe," "continue" 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 BDC under the 1940 Act. We initially incorporated as a Delaware corporation on June 16, 2022, and we filed a certificate of conversion with the Delaware Secretary of State to convert into a Delaware limited liability company on July 12, 2023. We have engaged the Adviser, Partners Group (USA) Inc., which is an affiliate of Partners Group. The Adviser oversees the management of our activities and is responsible for making investment decisions with respect to our portfolio. The Fund intends to elect and qualify each taxable year hereafter, to be treated as a RIC under Subchapter M of the Code. We are a private, perpetual-life BDC, which is a BDC whose common units are not listed – and are not expected in the future to be listed – on a stock exchange or other securities market. As such, we use the term "perpetual-life BDC" to describe an investment vehicle of indefinite duration, whose common units are intended to be sold by the BDC on a continuous basis at a price equal to the BDC's NAV per Common Unit. Our investment objectives are to generate attractive risk-adjusted returns and current income by primarily investing in an industrially well-balanced and broadly distributed portfolio of primarily senior secured loans, which will typically pay interest composed of base rates (including the Secured Overnight Financing Rate ("SOFR"), the Euro Interbank Offered Rate ("EURIBOR") and the Canadian Overnight Repo Rate Average ("CORRA"), plus a margin, to private middle market U.S. companies. As part of our strategy to achieve our investment objective, we will directly or indirectly originate senior secured loans to private middle market U.S. companies ("Senior Secured Direct Private Credit"). We also expect to invest in senior secured broadly syndicated loans by acquiring them from third parties either in the primary or the

View Full Filing

View this 10-K filing on SEC EDGAR