Amendment to Tender Offer Statement (Form SC TO-I/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 2)

(Rule 13e-4)

TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

StepStone Private Credit Fund LLC

(Name of Subject Company (Issuer))

StepStone Private Credit Fund LLC

(Names of Filing Person (Offeror and Issuer))

Limited Liability Company Interests

(Title of Class of Securities)

None

(CUSIP Number of Class of securities)

Darren Friedman

Chief Executive Officer

StepStone Private Credit Fund LLC

277 Park Avenue, 44^th Floor

New York, New York 10172

(212) 351-6100

(Name, address and telephone no. of person authorized to receive notices and communications on behalf of filing person)

Copies to:

Richard Horowitz, Esq.

Clay Douglas, Esq.

Dechert LLP

1095 Avenue of the Americas

New York, NY 10036

(212) 698-3500

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒

FINAL AMENDMENT TO TENDER OFFER STATEMENT

This Amendment No. 2 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO filed by StepStone Private Credit Fund LLC (the "Company") with the U.S. Securities and Exchange Commission (the "SEC") on May 1, 2025 (together with Amendment No. 1 thereto, filed by the Company with the SEC on June 20, 2025, the "Schedule TO"). The Schedule TO relates to the offer by the Company to purchase up to 2,056,473 shares of its outstanding limited liability company interests (the "Shares"), at a purchase price equal to the net asset value per Share as of July 31, 2025, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 20, 2025 (together with any amendments or supplements thereto, the "Offer to Purchase"), and in the accompanying Letter of Transmittal (together with any amendments or supplements thereto and with the Offer to Purchase, the "Offer"), which are filed with the Schedule TO as Exhibits (a)(1)(ii) and (a)(1)(iii), respectively.

This Amendment is being filed by the Company to report the final results of the Offer. Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.

The following information is provided pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended:

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.