PGIM Private Credit Fund 8-K

What Happened

• On March 26, 2026, the Board of Trustees of PGIM Private Credit Fund approved the Fifth Amended and Restated Agreement and Declaration of Trust, effective April 1, 2026. The Fund filed an 8-K on April 7, 2026 to report the amendments and attached the updated Declaration of Trust as Exhibit 3.1.
• The amendments clarify treatment of appraisals in prospectuses (and the resulting Section 11 liability under the Securities Act), rights granted to assignees of Fund shares, and that shareholders’ ability to bring direct actions against the Fund or its Trustees is subject to the same conditions required for derivative actions under the Declaration and Delaware law (12 Del. C. §3801 et seq.).

Key Details

• Approval date: March 26, 2026; effective date: April 1, 2026. 8-K filed April 7, 2026.
• Appraisal language: if an appraisal is included in a prospectus used to offer securities of an entity resulting from a Fund acquisition/merger/consolidation, that appraisal will be filed with the SEC and automatically trigger Section 11 liability.
• Assignment rights: assignees of Fund shares will receive the same rights as purchasing shareholders.
• Litigation rights: shareholders’ direct-action rights against the Fund/Trustees are now expressly subject to the same conditions as derivative actions under Section 14.3 of the Declaration and applicable Delaware statutes.

Why It Matters

• These changes affect investor protections and legal exposure: clarifying appraisal filing and Section 11 liability may influence legal risk in transactions involving mergers or acquisitions; the assignment clarification affects transferees’ shareholder rights; and the litigation provision governs how and when shareholders can sue directly versus bringing derivative claims.
• Retail investors should review the updated Declaration of Trust (Exhibit 3.1) to understand how these governance and legal provisions may affect rights and remedies in corporate actions or disputes.