New Mountain Private Credit Fund - 8-K

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 May 1,
2026 , the Company sold an aggregate of 11,364 of its
common shares of beneficial interest for the month of May (the “Shares”), for
aggregate consideration of approximately $0.3 million at a price per Share equal to $23.32
(with the final number of shares being determined on May 26, 2026 ).
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.

Item
7.01 - Regulation FD Disclosure.

May
2026 Distribution

On  May 26,
2026 , 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 open of business on May 29,
2026 to be paid on or about June 30, 2026 .

This
distribution will be paid in cash or reinvested in Shares for shareholders participating in the Company’s distribution reinvestment
plan.

Item
8.01 - Other Events.

Net
Asset Value

The
net asset value (“NAV”) per Share as of April 30,
2026 , as determined in accordance with the Company’s valuation policy, is $23.32 .

As
of April 30, 2026 ,
the Company’s aggregate NAV was approximately $962.5 million, the fair value of its
investment portfolio was approximately $1,860.2 million, and it had approximately $975.4
million of debt outstanding (at principal). The average debt-to-equity leverage ratio during April
2026 was approximately 1.06 times. As of April 30,
2026 , the Company had approximately $1,510.0 million
in committed debt capacity, with 100% in floating rate leverage, of which 77% was secured and 23% was unsecured, based on drawn amounts 1 .

1

Certain
Notes are classified for the purposes of this filing as floating rate as a result of the
Company entering into interest rate swaps to effectively swap fixed notes payments for floating
rate payments.

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

11,364

$

265,000

1