Goldman Sachs Private Credit Corp. - 8-K

Item 3.02.

Unregistered Sales of Equity Securities.

As of May 1, 2026, Goldman Sachs Private Credit Corp. (the “Company”) sold unregistered shares, as shown in the table below (with the final number of shares being determined on May 22, 2026). The offer and sale of the shares was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof, Regulation D thereunder and/or Regulation S thereunder. The following table details the shares sold:

Share Class

Amount of Shares

Consideration (in 000s)

Class I Shares

3,372,858

$

83,185

Class S Shares

40,546

$

1,000

Class D Shares

—

$

—

The sale of shares shown in the table above was made pursuant to subscription agreements entered into by the Company and the purchasers thereof. The Company relied, in part, upon representations from the purchasers in the subscription agreements that each purchaser was an accredited investor (as defined in Regulation D under the Securities Act) and/or Non-U.S. Person (as defined in Regulation S under the Securities Act).

Item 7.01.

Regulation FD Disclosure.

April 2026 Distribution

On February 25, 2026, the Board of Directors of the Company declared a regular distribution per share with respect to the Class I, Class S and Class D shares for the month of April 2026 (the “April Distribution”).

Gross Distribution (1)

Stockholder Servicing and/or

Distribution Fee (1)

Net Distribution (1)

Annualized Distribution

Yield (2)

Class I Shares

$

0.1850

—

$

0.1850

9.0

%

Class S Shares

$

0.1850

$

0.0172

$

0.1678

8.2

%

Class D Shares

$

0.1850

$

0.0051

$

0.1799

8.8

%

(1)

Amounts are calculated to eight decimal places and are rounded to four decimal places in the table above.

(2)

Annualized distribution yield reflects the current month’s distribution per share annualized and divided by the current month end net asset value (“NAV”) per share of the applicable share class and reflects the actual distribution per share paid of the applicable share class.

The April Distribution is payable on or about May 28, 2026 to stockholders of record as of the open of business on April 30, 2026. The April Distribution will be paid in cash or reinvested in shares of the same class for stockholders participating in the Company’s distribution reinvestment plan.

Total Return Based on NAV

As of April 30, 2026, estimated total return based on NAV for Class I, Class S and Class D shares was as follows:

1-Month

3-Month

Year-To-Date

1-Year

Inception-to-Date

Class I Shares (1)

0.9

%

1.2

%

1.7

%

7.8

%

9.5

%

Class S Shares (1)

0.9

%

1.0

%

1.0

%

N/A

1.0

%

Class D Shares (1)

0.9

%

N/A

1.3

%

N/A

1.3

%

(1)

Total return based on NAV is calculated as the change in NAV per share during the applicable period, plus distributions per share during the applicable period (assuming distributions are reinvested in accordance with the Company’s distribution reinvestment plan). Performance calculations for inception-to-date total return based on NAV for Class I Shares began on April 6, 2023, the date the Company commenced operations. Performance calculations for year-to-date and inception-to-date total return based on NAV for Class S Shares began on February 1, 2026, the date the Company first issued Class S shares. Performance calculations for year-to-date and inception-to-date total return based on NAV for Class D Shares began on March 1, 2026, the date the Company first issued Class D shares. Returns for periods greater than one year are annualized.

Item 8.01.

Other Events.

Net Asset Value (as of April 30, 2026)

As of April 30, 2026, the Company’s NAV was approximately $9.3 billion. The NAV per Class I share, Class S share and Class D share as of April 30, 2026, as determined in accordance with the Company’s valuation policy, is set forth below.

NAV per share as of April 30, 2026

Class I Shares

$

24.66

Class S Shares

$

24.66

Class D Shares

$

24.66

(1)

NAV per share is calculated to four decimal places and is rounded to two decimal places in the table above.

As of April 30, 2026, the fair value of the Company’s investment portfolio was approximately $16.9 billion.

Fund Leverage (as of April 30, 2026)

The following table sets forth fund leverage as of April 30, 2026:

Fund Leverage as of April 30, 2026

Fund Leverage (1)

0.8x

(1)

Fund leverage is calculated using the average daily borrowings of the Company during the month divided by average net assets during the month.

Past performance is not necessarily indicative of future performance, and there can be no assurance that the Company will achieve comparable investment results, or that any targeted returns will be met.