AB Private Lending Fund

03/25/2026 | Press release | Distributed by Public on 03/25/2026 14:57

Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following analysis of the Fund's financial condition and results of operations should be read in conjunction with the Fund's consolidated financial statements and the related notes thereto contained elsewhere in this Annual Report on Form 10-K.

Overview

The Fund is an externally managed, non-diversified closed-end management investment company that has elected to be treated as a BDC under the 1940 Act. Formed as a Delaware statutory trust on June 8, 2023, the Fund is externally managed by AB Private Credit Investors LLC (the "Adviser" or "AB-PCI"), which is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis. Our Adviser is registered as investment adviser with the U.S. Securities and Exchange Commission ("SEC"). We also intend to elect to be treated, and intend to qualify annually thereafter, as a RIC under the Code.

Under the Fund's Advisory Agreement (as defined below), the Fund has agreed to pay the Adviser an annual management fee as well as an incentive fee based on its investment performance. Also, under the Administration Agreement (as defined below), the Fund has agreed to reimburse the Adviser (in its capacity as administrator, the "Administrator") for the allocable portion of expenses incurred by the Administrator in performing its obligations under the Administration Agreement. The Fund also will be liable to reimburse the Administrator for the Fund's allocable portion of compensation of the Administrator's personnel, including but not limited to the compensation and related expenses of the Fund's chief compliance officer, chief financial officer and their respective staffs. The Administrator may defer or waive rights to be reimbursed for the costs and expenses noted above including the Fund's allocable portion of compensation of the Administrator's personnel. The Administrator will not charge the Fund any fees for its services as Administrator. AB-PCI and AB High Yield (as defined below) are both affiliates and subsidiaries of AB.

The Fund's investment objective is to generate attractive risk-adjusted returns, predominantly in the form of current income, with select investments exhibiting the ability to capture long-term capital appreciation. The portfolio is expected to consist primarily of directly originated, privately negotiated corporate loans to borrowers in the US middle market, typically involving a private equity backed issuer, and in more limited instances, venture capital supported or independently owned issuers. The Fund seeks to additionally invest in broadly syndicated loans and bonds from private and public issuers to facilitate the immediate deployment of investors' capital subscriptions, maintain liquidity requirements, and for opportunistic purposes.

The Fund's investment strategy focuses on directly originated, privately negotiated senior secured credit investments in primarily U.S.-based middle market companies. The Fund will primarily invest in businesses with enterprise values of $200.0 million to $2.0 billion and/or EBITDA between $10.0 million and $75.0 million, at the time of investment. The enterprise value of a company is defined as equity value, plus debt, less cash and is calculated based on a range of valuation techniques, including discounted cash flows, publicly traded comparable company analysis, and comparable transactions analysis. Calculations of EBITDA may be subject to various adjustments deemed appropriate by AB-PCI. Examples include, but are not limited to, non-cash expenses, non-recurring expenses, expected synergies or cost reductions, run-rate impact of new locations or assets, and acquisition or disposition related adjustments. The Fund may invest in larger or smaller companies if they operate in a sector where AB-PCI has expertise and/or exhibit credit characteristics consistent with our investment process, and where we believe an attractive relative risk-adjusted return can be generated for investors.

The Fund is an "emerging growth company," as defined in the Jumpstart Our Business Startups Act ("JOBS Act"). For so long as the Fund remains an emerging growth company under the JOBS Act, the Fund will be subject to reduced public company reporting requirements. The Fund expects to remain an emerging growth company until the earliest of:

the last day of the Fund's fiscal year in which the fifth anniversary occurs of the date of the first sale of common equity securities pursuant to an effective registration statement;
the end of the fiscal year in which the Fund's total annual gross revenues first equal or exceed $1.235 billion;
the date on which the Fund has, during the prior three-year period, issued more than $1.0 billion in non-convertible debt; and
the last day of a fiscal year in which the Fund (1) has an aggregate worldwide market value of shares of its common stock held by non-affiliates of $700.0 million or more, computed at the end of each fiscal year as of the last business day of the Fund's most recently completed second fiscal quarter and (2) has been an Exchange Act reporting company for at least one year (and filed at least one annual report under the Exchange Act).

Under the JOBS Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), the Fund is exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act of 2002, which would require that the Fund's independent

registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting, until such time as the Fund ceases to be an emerging growth company and becomes an accelerated filer as defined in Rule 12b-2 under the Exchange Act. This may increase the risk that material weaknesses or other deficiencies in the Fund's internal control over financial reporting go undetected.

Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. The Fund intends to take advantage of the extended transition period.

Initial Portfolio

On May 1, 2024, shortly prior to our election to be regulated as a BDC, and in order to avoid the blind pool-aspects typically associated with the launch of a new fund, the Fund acquired from Equitable Financial Life Insurance Company, an affiliated insurance company owned by Equitable Holdings, Inc. (the "Seller"), a select portfolio of directly originated, privately negotiated corporate loans to borrowers in the U.S. middle market (the "Initial Portfolio"). The Fund issued 4,400,000 Class I shares at $25.00 per share and used $171.3 million of $178.0 million total borrowings under the Scotia Credit Facility (as defined below), to purchase the Initial Portfolio from the Seller for an aggregate purchase price of $281.3 million. The Fund purchased the Initial Portfolio pursuant to the terms of an Asset Purchase Agreement and a Subscription Agreement by and between us and the Seller.

The Initial Portfolio is comprised of performing U.S. dollar-denominated private credit investments that the Fund believes exhibit attractive risk-adjusted returns, diversification and qualities consistent with those prioritized by AB-PCI during the investment process. The investments and unfunded obligations in the Initial Portfolio are consistent with the Fund's investment objectives, investment strategy and the investment requirements set forth under the 1940 Act and were selected using the same origination standards and selective investment approach that the Adviser employs for the Fund.

Investments

Under normal circumstances, the Fund will invest at least 80% of its total assets (net assets plus borrowings for investment purposes) in private credit and credit-related instruments issued by corporate issuers (including loans, notes, bonds and other corporate debt securities). If the Fund changes its 80% test, it will provide shareholders with at least 60 days' prior notice of such change. The Fund's level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to private companies, the level of merger and acquisition activity for such companies, the general economic environment, trading prices of loans and other securities and the competitive environment for the types of investments we make.

Revenues

The Fund plans to generate revenue in the form of interest and fee income on debt investments, capital gains, and dividend income from our equity investments in our portfolio companies. The Fund's senior and subordinated debt investments are expected to bear interest at a fixed or floating rate. Interest on debt securities is generally payable quarterly or semiannually. In some cases, some of the Fund's investments may provide for deferred interest payments or PIK interest. The principal amount of the debt securities and any accrued but unpaid PIK interest generally will become due at the maturity date. In addition, the Fund may generate revenue in the form of commitment and other fees in connection with transactions. Original issue discounts and market discounts or premiums will be capitalized, and we will accrete or amortize such amounts as interest income. The Fund will record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, will be recognized on an accrual basis to the extent that we expect to collect such amounts.

Expenses

Except as specifically provided below, all investment professionals and staff of the Adviser and AB (in its capacity as sub-adviser of the Fund, "AB High Yield"), when and to the extent engaged in providing investment advisory services to us, and the base compensation, bonus and benefits of such personnel allocable to such services, will be provided and paid for by the Adviser and the Sub-Adviser, as applicable. We will bear all other costs and expenses of our operations, administration and transactions, including, but not limited to (a) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Advisory Agreement, dated August 7, 2024, between the Fund and the Adviser (the "Advisory Agreement"), and to AB High Yield, pursuant to the Sub-Advisory Agreement, dated August 7, 2024, between the Adviser and AB High Yield; (b) the costs and expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, dated August 7, 2024, by and between the Fund and the Administrator. We also will be liable to reimburse the Administrator for the Fund's allocable portion of compensation of the Administrator's personnel, including but not limited to: (i) the Fund's chief compliance officer, chief financial

officer and their respective staffs; (ii) investor relations, legal, operations and other non-investment professionals at the Administrator that perform duties for the Fund; and (iii) any internal audit group personnel of AB-PCI or any of its affiliates. The Administrator may defer or waive rights to be reimbursed for the costs and expenses noted above including the Fund's allocable portion of compensation of the Administrator's personnel; and (c) all other expenses of our operations, administrations and transactions.

From time to time, AB-PCI (in its capacity as the Adviser and the Administrator), AB High Yield or their affiliates may pay third-party providers of goods or services. We will reimburse AB-PCI (in its capacity as the Adviser and the Administrator), AB High Yield or such affiliates thereof for any such amounts paid on our behalf. From time to time, AB-PCI (in its capacity as the Adviser and the Administrator) and AB High Yield may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by our shareholders, subject to the cap on organization and offering expenses described in "Item 1. Financial Statements-Notes to Financial Statements-Note 3. Related Party Transactions".

Expense Support and Conditional Reimbursement Agreement

We have entered into an Amended and Restated Expense Support and Conditional Reimbursement Agreement with our Adviser. For additional information, see "Item 1. Financial Statements-Notes to Financial Statement-Note 3 Related Party Transactions - Expense Support and Conditional Reimbursement Agreement."

Recent Developments

See "Item 1. Financial Statements-Notes to Financial Statement-Note 10. Subsequent Events" for a summary of recent developments.

Activity

The following table presents certain information regarding the Fund's portfolio and investment activity:

Year Ended
December 31,
2025

Year Ended
December 31,
2024

Investments in Portfolio Companies

$

(125,489,129

)

(1)

$

(297,245,928

)

(2)

Draw Downs against Revolvers and Delayed
Draw Term Loan

(12,632,054

)

(6,147,846

)

Principal Repayments

66,589,498

(3)

24,318,331

(4)

Sales

11,434,849

-

Net Repayments (Investments)

$

(60,096,836

)

$

(279,075,443

)

(1)
Includes investments in 94 portfolio companies.
(2)
Includes investments in 82 portfolio companies.
(3)
Includes $2,353,707 in revolver and delayed draw term paydowns
(4)
Includes $1,658,448 in revolver and delayed draw term paydowns.

The following table shows the composition of the investment portfolio and associated yield data as of December 31, 2025:

As of December 31, 2025

Amortized Cost

Percentage of
Total

Fair Value

Percentage of
Total

Weighted
Average Yield
(1)

First Lien Senior Secured Debt

$

336,123,911

97.65

%

$

335,718,370

97.61

%

9.23

%

Second Lien Junior Secured Debt

926,748

0.27

%

$

812,911

0.24

%

20.22

%

Investment Companies

2,493,075

0.72

%

$

2,755,419

0.80

%

Cash equivalents

4,663,819

1.36

%

$

4,663,819

1.35

%

Total

$

344,207,553

100.00

%

$

343,950,519

100.00

%

(1)
Based upon the par value of the Fund's debt investments.

The following table shows the composition of the investment portfolio and associated yield data as of December 31, 2024:

As of December 31, 2024

Amortized Cost

Percentage of
Total

Fair Value

Percentage of
Total

Weighted
Average Yield
(1)

First Lien Senior Secured Debt

$

278,279,616

95.66

%

$

278,885,527

95.66

%

10.28

%

Second Lien Junior Secured Debt

911,374

0.31

%

$

891,979

0.31

%

17.52

%

Cash and Cash equivalents

11,736,791

4.03

%

$

11,736,791

4.03

%

Total

$

290,927,781

100.00

%

$

291,514,297

100.00

%

(1)
Based upon the par value of the Fund's debt investments.

The following table presents certain selected financial information regarding the debt investments in the Fund's portfolio as of December 31, 2025 and December 31, 2024:

As of
December 31, 2025

As of
December 31, 2024

Number of portfolio companies

132

82

Percentage of debt bearing a floating rate(1)

100

%

100

%

Percentage of debt bearing a fixed rate(1)

-

%

-

%

(1)
Measured on a fair value basis and excludes equity securities.

The following table shows the amortized cost and fair value of the Fund's performing and non-accrual debt investments as of December 31, 2025:

Amortized Cost

Percentage of
Total

Fair Value

Percentage of
Total

Performing

$

337,050,659

100

%

$

336,531,281

100

%

Non-accrual

$

-

-

%

$

-

-

%

Total

$

337,050,659

100.00

%

$

336,531,281

100.00

%

The following table shows the amortized cost and fair value of the Fund's performing and non-accrual debt investments as of December 31, 2024:

Amortized Cost

Percentage of
Total

Fair Value

Percentage of
Total

Performing

$

279,190,990

100

%

$

279,777,506

100

%

Non-accrual

$

-

-

%

$

-

-

%

Total

$

279,190,990

100.00

%

$

279,777,506

100.00

%

Investments are placed on non-accrual status when it is probable that principal, interest or dividends will not be collected according to the contractual terms. Accrued interest or dividends generally are reversed when an investment is placed on non-accrual status. Interest or dividend payments received on non-accrual investments may be recognized as income or applied to principal depending upon management's judgment. Non-accrual investments are restored to accrual status when past due principal and interest or dividends are paid and, in management's judgment, principal and interest or dividend payments are likely to remain current. The Fund may make exceptions to this treatment if an investment has sufficient collateral value and is in the process of collection. As of December 31, 2025 and December 31, 2024, the Fund did not have any non-accrual investments.

The Fund uses the Global Industry Classification Standard ("GICS") for classifying the industry groupings of its investments. The following tables show the composition of the investment portfolio (excluding cash and cash equivalents) by industry, at amortized cost and fair value as of December 31, 2025 (with corresponding percentage of total portfolio investments):

As of December 31, 2025

Amortized Cost

Percentage of
Total

Fair Value

Percentage of
Total

Aerospace & Defense

495,000

0.15

%

494,690

0.15

%

Automobile Components

5,082,900

1.50

%

5,159,831

1.52

%

Automobiles

7,547,488

2.22

%

7,602,932

2.24

%

Banks

12,695,807

3.74

%

12,761,932

3.76

%

Capital Markets

782,445

0.23

%

795,188

0.23

%

Chemicals

7,561,499

2.23

%

7,562,927

2.23

%

Commercial Services & Supplies

13,444,152

3.96

%

13,431,916

3.96

%

Construction & Engineering

7,244,961

2.13

%

7,223,299

2.13

%

Containers & Packaging

1,001,000

0.29

%

1,000,170

0.30

%

Diversified Consumer Services

24,997,674

7.36

%

25,082,869

7.39

%

Diversified Telecommunication Services

31,618,193

9.31

%

31,664,217

9.33

%

Electrical Equipment

1,589,663

0.47

%

1,594,535

0.47

%

Entertainment

496,312

0.15

%

499,500

0.15

%

Financial Services

23,154,219

6.82

%

23,269,308

6.86

%

Food Products

6,992,582

2.06

%

6,998,053

2.06

%

Health Care Equipment & Supplies

6,383,644

1.88

%

6,404,742

1.89

%

Health Care Providers & Services

31,747,527

9.35

%

31,586,184

9.31

%

Health Care Technology

21,537,445

6.34

%

21,485,343

6.33

%

Hotels, Restaurants & Leisure

10,032,368

2.95

%

10,042,820

2.96

%

Insurance

19,091,680

5.62

%

19,124,188

5.64

%

Investment Companies

2,493,075

0.73

%

2,755,419

0.81

%

IT Services

1,487,755

0.44

%

1,490,452

0.44

%

Leisure Products

1,145,400

0.34

%

1,150,577

0.34

%

Machinery

987,902

0.29

%

993,693

0.29

%

Media

3,947,654

1.16

%

3,894,894

1.15

%

Oil, Gas & Consumable Fuels

608,475

0.18

%

611,397

0.18

%

Personal Care Products

189,542

0.06

%

190,870

0.06

%

Pharmaceuticals

901,637

0.27

%

909,859

0.27

%

Professional Services

24,023,977

7.08

%

23,601,793

6.96

%

Real Estate Management & Development

8,189,439

2.41

%

8,215,526

2.42

%

Software

48,146,069

14.18

%

47,718,190

14.06

%

Technology Hardware, Storage & Peripherals

13,436,383

3.96

%

13,478,906

3.97

%

Wireless Telecommunication Services

489,867

0.14

%

490,480

0.14

%

Total

$

339,543,734

100.00

%

$

339,286,700

100.00

%

The Fund uses the Global Industry Classification Standard ("GICS") for classifying the industry groupings of its investments. The following tables show the composition of the investment portfolio (excluding cash and cash equivalents) by industry, at amortized cost and fair value as of December 31, 2024 (with corresponding percentage of total portfolio investments):

As of December 31, 2024

Amortized Cost

Percentage of
Total

Fair Value

Percentage of
Total

Auto Components

5,434,876

1.95

%

5,415,382

1.94

%

Automobiles

5,426,579

1.94

%

5,476,190

1.96

%

Banks

4,695,000

1.68

%

4,768,437

1.70

%

Broadcast Service & Programs

992,506

0.36

%

1,001,234

0.36

%

Cable & Satellite Television

1,938,188

0.69

%

1,949,007

0.70

%

Capital Markets

788,370

0.28

%

787,937

0.28

%

Chemicals

5,483,868

1.96

%

5,534,479

1.98

%

Commercial Services & Supplies

16,638,898

5.96

%

16,747,582

5.99

%

Construction & Engineering

4,103,872

1.47

%

4,122,642

1.47

%

Diversified Consumer Services

16,996,164

6.09

%

17,096,182

6.11

%

Diversified Financial Services

15,219,946

5.45

%

15,293,847

5.47

%

Diversified Telecommunication Services

35,529,452

12.74

%

35,648,949

12.73

%

Food & Staples Retailing

2,042,680

0.73

%

2,042,680

0.73

%

Health Care Equipment & Supplies

5,452,178

1.95

%

5,451,805

1.95

%

Health Care Providers & Services

28,404,236

10.17

%

28,270,547

10.10

%

Health Care Technology

16,940,723

6.07

%

17,021,475

6.08

%

Hotels, Restaurants & Leisure

8,451,421

3.03

%

8,494,105

3.04

%

Insurance

14,479,711

5.19

%

14,449,315

5.16

%

Internet and Direct Marketing Retail

5,307,805

1.90

%

5,372,093

1.92

%

Leisure Products

1,152,782

0.41

%

1,156,361

0.41

%

Media

2,007,817

0.72

%

2,016,550

0.72

%

Pharmaceuticals

935,000

0.33

%

938,228

0.34

%

Property & Casualty Insurance

16,899,680

6.05

%

16,953,870

6.06

%

Professional Services

997,462

0.36

%

999,601

0.36

%

Real Estate Management & Development

7,337,921

2.63

%

7,320,504

2.62

%

Software

39,433,482

14.12

%

39,285,662

14.04

%

Technology Hardware, Storage & Peripherals

16,100,373

5.77

%

16,162,842

5.78

%

Total

$

279,190,990

100.00

%

$

279,777,506

100.00

%

The Adviser monitors the Fund's portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action for each company. The Adviser has several methods of evaluating and monitoring the performance and fair value of the Fund's investments, which may include the following:

assessment of success in adhering to the portfolio company's business plan and compliance with covenants;
periodic or regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor to discuss financial position, requirements and accomplishments;
comparisons to the Fund's other portfolio companies in the industry, if any;
attendance at and participation in board meetings or presentations by portfolio companies; and
review of monthly and quarterly consolidated financial statements and financial projections of portfolio companies.

Results of Operations

The following is a summary of the Fund's operating results for the year ended December 31, 2025 and December 31, 2024. For information regarding results of operations for the period ended December 31, 2023, see the Fund's Form 10-K filed with the SEC on March 31, 2025.

For the Year
Ended
December 31,
2025

For the Year
Ended
December 31,
2024

Total investment income

$

30,043,625

$

21,573,674

Total expenses

19,153,658

16,121,981

Less: expenses reimbursed by the Adviser

(2,102,391

)

(3,716,996

)

Income tax expense, including excise tax

101,284

-

Net investment income after tax

12,891,074

9,168,689

Net realized and change in unrealized gains (losses) on
investment transactions:

(805,159

)

586,516

Net realized gain (loss) from:

38,391

-

Net realized and change in unrealized appreciation
and depreciation on investments

(843,550

)

586,516

Net increase in net assets resulting from operations

$

12,085,915

$

9,755,205

Investment Income

During the year ended December 31, 2025, the Fund's investment income was comprised of $29,638,448 of interest income, which includes $913,022 from the net amortization of premium and accretion of discounts, $215,654 of payment-in-kind interest, and $189,523 of dividend income.

During the year ended December 31, 2024, the Fund's investment income was comprised of $21,093,844 of interest income, which includes $682,869 from the net amortization of premium and accretion of discounts, $280,880 of payment-in-kind interest, and $198,950 of dividend income.

Operating Expenses

The composition of the Fund's operating expenses for the year ended December 31, 2025 and December 31, 2024 were as follows:

For the Year
Ended
December 31,
2025

For the Year
Ended
December 31,
2024

Interest and borrowing expenses

$

12,634,020

$

10,003,159

Organizational expense

-

851,735

Offering fee expense

534,442

1,048,958

Income-based incentive fee

1,530,768

619,135

Other expenses

372,350

411,689

Management fees

1,700,449

949,652

Professional fees

1,994,169

1,816,110

Directors' Fees

190,658

153,938

Trustees' fees

41,512

18,530

Capital gain incentive fee

(73,315

)

73,315

Administration and custodian fees

202,494

161,300

Transfer agent fees

26,111

14,460

Total expenses

19,153,658

16,121,981

Income tax expense, including excise tax

101,284

-

Total expenses

$

19,254,942

$

16,121,981

Total operating expenses for the year ended December 31, 2025, increased by approximately $3,031,677 compared to December 31, 2024. The increase in 2025 is attributable primarily to interest and borrowing expenses, higher base management fees and income-based incentive fees.

Interest and Borrowing Expenses

Interest and borrowing expenses include interest, amortization of deferred financing costs, upfront commitment fees and unused fees on the unused portion of the Credit Facilities. Interest and borrowing expenses for the year ended December 31, 2025 was $12,634,020. The weighted average for the year ended December 31, 2025 was 6.44%.

Interest and borrowing expenses for the year ended December 31, 2024 was $10,003,159. The weighted average for the year ended December 31, 2024 was 8.69%.

Management Fee

The gross management fee expenses for the year ended December 31, 2025 was $1,700,449. For the year ended December 31, 2024 the gross management fee expenses was $949,652.

Net Change in Unrealized Appreciation (Depreciation) on Investments

During the year ended December 31, 2025, the Fund had $805,159 in net change in unrealized depreciation on $339,286,700 of investments in 133 portfolio companies. Net change in unrealized depreciation for the year ended December 31, 2025, resulted from a portfolio decline due to a decline in loan market secondary prices, widening primary issue credit spreads and the underperformance of certain portfolio company investments. The unrealized depreciation was partially offset by unrealized appreciation on certain debt and equity positions due to company performance or expectation of near-term repayment at par.

During the year ended December 31, 2024, the Fund had $586,516 in net change in unrealized appreciation on $279,777,506 of investments in 82 portfolio companies. Net change in unrealized appreciation for the year ended December 31, 2024, resulted from an increase in fair value, primarily due to positive valuation adjustments on level 3 securities.

Net Increase (Decrease) in Net Assets Resulting from Operations

For the year ended December 31, 2025, the net increase in net assets resulting from operations was $12,085,915. Based on the weighted average shares outstanding for the year ended December 31, 2025, the Fund's per share net increase (decrease) in net assets resulting from operations was $2.25.

For the year ended December 31, 2024, the net increase in net assets resulting from operations was $9,755,205. Based on the weighted average shares outstanding for the year ended December 31, 2024, the Fund's per share net increase (decrease) in net assets resulting from operations was $2.20.

Cash Flows

For the year ended December 31, 2025, cash decreased by $4,287,674. During the same period, the Fund used $48,057,233 in operating activities, primarily as a result of purchases of investments. During the year ended December 31, 2025, the Fund generated $43,769,559 from financing activities, primarily from borrowings on Notes, and issuance of Shares.

For the year ended December 31, 2024, cash increased by $11,736,791. During the same period, the Fund used $152,781,114 in operating activities, primarily as a result of purchases of investments. During the year ended December 31, 2024, the Fund generated $164,517,905 from financing activities, primarily from borrowings on Notes, and issuance of Shares.

Hedging

The Fund may enter into interest rate, foreign exchange, and/or other derivative arrangements to hedge against interest rate, currency, and/or other credit related risks through the use of futures, options and forward contracts. These hedging activities will be subject to the applicable legal and regulatory compliance requirements; however, there can be no assurance any hedging strategy employed will be successful. The Fund may also seek to borrow capital in local currency as a means to hedging non-U.S. dollar denominated investments. For the year ended December 31, 2025 and for the year ended December 31, 2024 the Fund did not enter into any hedging contracts.

Financial Condition, Liquidity and Capital Resources

At December 31, 2025, and December 31, 2024 the Fund had $7,449,117 and $11,736,791 in cash and cash equivalents, respectively. The Fund expects to generate cash primarily from (i) the net proceeds of the Offering, (ii) cash flows from the Fund's operations, (iii) any financing arrangements now existing or that the Fund may enter into in the future and (iv) any future offerings of the Fund's equity or debt securities. The Fund intends to sell its shares on a continuous monthly basis at a per share price equal to the then-current NAV per share.

The Fund's primary uses of cash will be for (i) investments in portfolio companies and other investments, (ii) the cost of operations (including paying AB-PCI (in its capacity as the Adviser and the Administrator) or AB High Yield), (iii) cost of any borrowings or other financing arrangements and (iv) cash distributions to the holders of our Common Shares.

Cash and cash equivalents as of December 31, 2025, taken together with the Fund's $163,500,000 undrawn amount on its Credit Facilities, is expected to be sufficient for the Fund's investing activities and to conduct the Fund's operations for at least the next twelve months.

A deterioration in economic conditions or any other negative economic developments could restrict our access to financing in the future. We may not be able to find new financing for future investments or liquidity needs and, even if we are able to obtain such financing, such financing may not be on as favorable terms as we have previously obtained. These factors may limit our ability to make new investments and adversely impact our results of operations.

As of December 31, 2025, the Fund has unfunded commitments to fund future investments in the amount of $47,959,669 and contractual obligations in the form of Credit Facilities of $181,500,000.

Equity Activity

The Fund can offer up to $1,000,000,000 of Common Shares in the Offering on a "best efforts" basis through AllianceBernstein Investments, Inc., the Managing Dealer, a registered broker-dealer.

During the year ended December 31, 2025, the Fund issued 1,841,321 Class I Shares for a total proceeds of $46,537,572.

Distributions and Distribution Reinvestment

The following table summarizes our distributions declared and payable for the year ended December 31, 2025:

Declaration Year

Class S Shares

Class D Shares

Class I shares

2025

-

-

12,949,374

2024

-

-

8,163,477

Reinvestment

Amount

Shares

2025

$

808,058

31,956

2024

$

34,347

1,370

With respect to distributions, the Fund has adopted an "opt out" distribution reinvestment plan for shareholders (other than shareholders residing in certain states that require an "opt in" plan). As a result, in the event of a declared cash distribution or other distribution, each shareholder that has not "opted out" of the distribution reinvestment plan will have their dividends or distributions automatically reinvested in additional shares rather than receiving cash distributions. Shareholders who receive distributions in the form of shares will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions. Shareholders located in Alabama, Arkansas, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Vermont and Washington, as well as those who are clients of certain participating brokers that do not permit automatic enrollment in our distribution reinvestment plan, will automatically receive their distributions in cash unless they elect to participate in our distribution reinvestment plan and have their cash distributions reinvested in additional Common Shares.

Sources of distributions, other than net investment income and realized gains on a U.S. GAAP basis, include required adjustments to U.S. GAAP net investment income in the current period to determine taxable income available for distributions. The following table reflects the sources of cash distributions on a U.S. GAAP basis that we declared on our shares of common stock during the year ended December 31, 2025:

Year Ended December 31, 2025

Year Ended December 31, 2024

Amount

Percentage

Amount

Percentage

Source of Distributions

Cash flows used in operating
activities

$

12,085,915

100

%

$

9,755,205

100

%

Net gains from investment
realizations

-

0

%

-

0

%

Indebtedness

-

0

%

-

0

%

Total sources of distributions

$

12,085,915

100

%

$

9,755,205

100

%

Year-to-date cash flows from
operating activities

$

12,085,915

100

%

$

9,755,192

100

%

Share Repurchase Program

At the discretion of the Board, the Fund has commenced a share repurchase program in which the Fund may repurchase, in each quarter, up to 5% of the NAV of the Fund's Common Shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. The Board may amend or suspend the share repurchase program at any time if in its reasonable judgment it deems such action to be in the best interest of shareholders, such as when a repurchase offer would place an undue burden on the Fund's liquidity, adversely affect the Fund's operations or risk having an adverse impact on the Fund that would outweigh the benefit of the repurchase offer. As a result, share repurchases may not be available each quarter. The Fund intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act and the 1940 Act. All shares purchased pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under the share repurchase plan, to the extent the Fund offers to repurchase shares in any particular quarter, it is expected to repurchase shares pursuant to tender offers using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased net of the Early Repurchase Deduction. The one-year holding period for the Early Repurchase Deduction is measured as of the subscription closing date immediately following the prospective repurchase date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Fund for the benefit of remaining shareholders across all shares. For the year ended December 31, 2025 and December 31, 2024, there were no shares tendered.

Co-Investment Relief

The Fund may be prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the trustees who are not interested persons, and in some cases, the prior approval of the SEC. The Fund, the Adviser and certain of their affiliates have been granted exemptive relief by the SEC for the Fund to co-invest with other funds managed by the Adviser or its affiliates in a manner consistent with the Fund's investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to such exemptive relief, the Fund generally is permitted to co-invest with certain of its affiliates if a "required majority" (as defined in Section 57(o) of the 1940 Act) of the Board makes the findings required by Section 57(f) of the 1940 Act in connection with certain co-investment transactions, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to the Fund and its shareholders and do not involve overreaching of the Fund or its shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of the Fund's shareholders and its policy as recited in its filings with the SEC, and (3) the Fund's directors record in their minutes and preserve in their records a description of the transaction, their findings, the information or materials upon which their findings were based, and the basis for their findings. As a result of exemptive relief, there could be significant overlap in the Fund's investment portfolio and the investment portfolio of other funds managed by the Adviser or its affiliates that could avail themselves of the exemptive relief and that have an investment objective similar to the Fund's.

Borrowings

Scotia Credit Facility

On May 2, 2024, the Fund entered into a Senior Secured Credit Agreement with The Bank of Nova Scotia, as the administrative agent, and the lenders party thereto from time to time (the "Scotia Credit Facility"). On September 15, 2025 (the "Scotia Credit Facility First Amendment Date"), the Scotia Credit Facility was amended to, among other things, extend the availability period and the maturity date. The following describes the terms of the Scotia Credit Facility as modified through the Scotia Credit Facility First Amendment Date.

The Scotia Credit Facility will be secured by certain of the Fund's domestic subsidiaries in existence as of the Scotia Credit Facility First Amendment Date, and expect to be guaranteed by certain subsidiaries that are formed or acquired by the Fund in the future (collectively, the "Guarantors"). Proceeds of the Scotia Credit Facility may be used for general corporate purposes, including the funding of portfolio investments.

The Scotia Credit Facility provides for, in the aggregate, a total of outstanding term loans and revolving credit facility commitments in the principal amount of $125,000,000, which is comprised of (a) a term loan in a principal amount of $25,000,000 and (b) subject to availability under the borrowing base, which is based on the Fund's portfolio investments and other outstanding indebtedness, a revolving credit facility in a principal amount of up to $100,000,000 (the revolving credit facility increased from $75,000,000 to $100,000,000 on the Scotia Credit Facility First Amendment Date). Maximum capacity under the Scotia Credit Facility may be increased to $400,000,000 through the exercise by the Fund of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Scotia Credit Facility is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Fund and each Guarantor, subject to certain exceptions, and includes a $30,000,000 sublimit for swingline loans.

The availability period with respect to the revolving credit facility under the Scotia Credit Facility will terminate on September 14, 2029 (the "Commitment Termination Date") and the Scotia Credit Facility will mature on September 13, 2030 (the "Maturity Date"). During the period from the Commitment Termination Date to the Maturity Date, the Fund will be obligated to make mandatory prepayments under the Scotia Credit Facility out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.

The Fund may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Scotia Credit Facility in U.S. dollars will bear interest at either (i) term SOFR plus margin of either 1.950% per annum or, if the gross borrowing base is greater than or equal to the product of 1.60 and the combined debt amount, 1.825% per annum, or (ii) the alternate base rate plus a margin of either 0.950% per annum or, if the gross borrowing base is greater than or equal to the product of 1.60 and the combined debt amount, 0.825% per annum. The Fund may elect either the term SOFR or alternate base rate at the time of drawdown, and loans denominated in U.S. dollars may be converted from one rate to another at any time at the Fund's option, subject to certain conditions. Amounts drawn under the Scotia Credit Facility in other permitted currencies will bear interest at the relevant rate specified therein plus an applicable margin (including any applicable credit spread adjustment). Beginning on and after the Scotia Credit Facility First Amendment Date, the Fund will also pay a fee of 0.325% on daily undrawn amounts under the Scotia Credit Facility.

The Scotia Credit Facility includes customary covenants, including certain limitations on the incurrence by the Fund of additional indebtedness and on the Fund's ability to make distributions to its shareholders, or redeem, repurchase or retire Common Shares, upon the occurrence of certain events and certain financial covenants related to asset coverage and liquidity and other maintenance covenants, as well as customary events of default.

ABPLF Credit Facility

On May 2, 2024, ABPLF entered into a Credit Agreement with ABPLF as borrower, the Adviser, as collateral manager, the lenders from time to time parties thereto, The Bank of Nova Scotia, as administrative agent, U.S. Bank Trust Company, National Association, as collateral administrator and collateral agent, and U.S. Bank National Association, as custodian (the "ABPLF Credit Facility" and, together with the Scotia Credit Facility, the "Credit Facilities"). The ABPLF Credit Facility provides for a total commitment amount of up to $200,000,000, which is split between the Class A-R Loans and the Swingline Loans, on a revolving basis, and in the case of the Class A-T Loans, on a term basis. The total Class A-R commitment as of the closing date is $25,000,000 and will increase automatically to (x) $50,000,000 on the two-month anniversary of the closing date and (y) $100,000,000 on the eight-month anniversary of the closing date. The total Class A-T commitment as of the closing date is $100,000,000.

On February 24, 2025 (the "Amendment Date"), ABPLF entered into the first amendment (the "First ABPLF Credit Facility Amendment") to the ABPLF Credit Facility. The First ABPLF Credit Facility Amendment, among other changes, (i) increased the ABPLF Credit Facility's maximum commitment for Class A-R Loans on a revolving basis from $100,000,000 to $110,000,000, and (ii) increased the ABPLF Credit Facility's maximum commitment for Class A-T Loans on a term basis from $100,000,000 to

$110,000,000.

Amounts drawn under the ABPLF Credit Facility, will bear interest at either the Term SOFR Reference Rate, or the weighted average of the Commercial Paper Rate, the Liquidity Funding Rate and the Credit Funding Rate (each as defined in the ABPLF Credit Agreement, the "Applicable Rate"), in each case, plus a margin. Advances used to finance the purchase or origination of any eligible loans under the ABPLF Credit Facility initially bear interest at the Applicable Rate plus a spread of 2.50%. From and after the Amendment Date to the last day of the Reinvestment period, the applicable margin will be a spread of 1.95% plus 0.10% plus the additional administrative agent fees. The reinvestment period ends on May 2, 2026 and the spread will increase to 2.45%.

The ABPLF Credit Facility is secured by ABPLF's right, title and interest in the pledged collateral, which includes (but is not limited to): all collateral loans; the custodial accounts, the eligible accounts, and the eligible investments; cash, money, securities, reserves and other property of ABPLF; all related property; and certain agreements entered into in connection with the ABPLF Credit Facility. The stated maturity date of the ABPLF Credit Facility is May 2, 2033.

The ABPLF Credit Facility includes customary covenants, including certain limitations on the incurrence by ABPLF of additional indebtedness, as well as customary events of default.

Asset Coverage

The Fund is permitted, under specified conditions, to issue multiple classes of indebtedness and one class of shares senior to its common shares if its asset coverage, as defined in the 1940 Act, would at least equal 150% immediately after each such issuance. On July 23, 2024, the Fund's sole shareholder approved the adoption of this 150% threshold pursuant to Section 61(a)(2) of the 1940 Act and such election became effective the following day. As defined in the 1940 Act, asset coverage of 150% for preferred shares means that for every $100 of net assets the Fund holds, it may raise $200 from borrowing and issuing senior securities representing stock. Asset coverage of 150% for indebtedness means that for every $100 of net assets the Fund holds, it may raise $200 from borrowing. In addition, while any senior securities remain outstanding, the Fund will be required to make provisions to prohibit any dividend distribution to the Fund's shareholders or the repurchase of such securities or shares unless it meets the applicable asset coverage ratios at the time of the dividend distribution or repurchase. The Fund will also be permitted to borrow amounts up to 5% of the value of its total assets for temporary or emergency purposes, which borrowings would not be considered senior securities. Leverage embedded or inherent in derivative instruments in which the Fund may invest are not subject to such asset coverage requirements.

As of December 31, 2025, and December 31, 2024, the Fund had an aggregate principal amount of $181,500,000 and $172,750,000, respectively, of borrowings under the Credit Facilities and had an asset coverage ratio of 190% and 167%, respectively.

Critical Accounting Policies

Valuation of Investments

The Fund measures the value of its investments at fair value accordance withAccounting Standards Codification Topic 820, Fair Value Measurements and Disclosure, or "ASC Topic 820," issued by the Financial Accounting Standards Board, or "FASB." Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Pursuant to the amended SEC Rule 2a-5 of the 1940 Act, the Board designated the Adviser as the Fund's "valuation designee." In this capacity, the Adviser is responsible, among other things, for making all fair value determinations relating to the Fund's portfolio investments, subject to the Board's oversight. Investments are valued at fair value as determined in good faith by our Adviser, as valuation designee, based on input of management, the audit committee and independent valuation firms that have been engaged to assist in the valuation of each portfolio investment without a readily available market quotation under a valuation policy. The Adviser principally carries out its fair value responsibilities through its Valuation Sub-Committee. This valuation process is conducted at the end of each fiscal quarter.

The audit committee of the Board (the "Audit Committee") is also responsible for assisting the Adviser, as valuation designee in valuing investments that are not publicly traded or for which current market values are not readily available. Investments for which market quotations are readily available are valued using market quotations, which are generally obtained from independent pricing services, broker-dealers or market makers. With respect to portfolio investments for which market quotations are not readily available, the Adviser, as valuation designee and its senior investment team and independent valuation firms, is responsible for determining in good faith the fair value in accordance with the valuation policy approved by the Board. If more than one valuation method is used to measure fair value, the results are evaluated and weighted, as appropriate, considering the reasonableness of the range indicated by those results. The Fund considers a range of fair values based upon the valuation techniques utilized and selects the value within that

range that was most representative of fair value based on current market conditions as well as other factors the Adviser's senior investment team considers relevant.

ASC Topic 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. ASC Topic 820 also provides guidance regarding a fair value hierarchy, which prioritizes information used to measure fair value and the effect of fair value measurements on earnings and provides for enhanced disclosures determined by the level within the hierarchy of information used in the valuation. In accordance with ASC Topic 820, these inputs are summarized in the three levels listed below:

Level 1 - Quoted prices in active markets for identical investments.
Level 2 - Other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.).
Level 3 - Significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments at the reporting date).

The level in the fair value hierarchy within which the fair value measurement is categorized in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. If a fair value measurement uses price data vendors or observable market price quotations, that measurement is a Level 2 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, considering factors specific to the asset or liability.

The determination of what constitutes "observable" requires significant judgment by the Fund. The Fund considers observable data to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

Because of the inherent uncertainty of valuation for all fair value investments and interests, the Board's determination of fair value may differ from the values that would have been used had a ready market existed, or that could have been (or will be) realized in an actual sale, and such differences could be material.

The value of any investment on any valuation date is intended to represent the fair value of such investment on such date based upon the amount at which the investment could be exchanged between willing parties, other than in a forced liquidation sale, and reflects the Board's determination of fair value using the methodology described herein. Any valuation of an investment may not reflect the actual amount received by the Fund upon the liquidation of such investment.

The Fund's investments will be primarily loans made to middle-market companies. These investments are mostly considered Level 3 assets under ASC Topic 820 because there is not usually a known or accessible market or market indices for these types of debt instruments and, thus, the Adviser's senior investment team must estimate the fair value of these investment securities based on models utilizing unobservable inputs.

Fair value is a market-based measure considered from the perspective of the market's participant who holds the financial instrument rather than an entity-specific measure. When market assumptions are not readily available, our own assumptions are set to reflect those that the Adviser believes market participants would use in pricing the financial instruments on the measurement date.

The availability of observable inputs can vary depending on the financial instrument and is affected by a variety of factors. To the extent the valuation is based on models or inputs that are less observable, the determination of fair value requires more judgment. Our valuation methodology is approved by the Board, and the Board is responsible for the fair values determined. As markets change, new types of investments are made, or pricing for certain investments becomes more or less observable, management, with oversight from the Board, may refine our valuation methodologies to best reflect the fair value of our investments appropriately. As of December 31, 2025, our investment portfolio, valued at fair value in accordance with our Board-approved valuation policy, represented 208% of our total assets, as compared to 240% of our total assets as of December 31, 2024.

See "Note 2. Summary of Significant Accounting Policies" and "Note 5. Fair Value Measurement" in the notes to the consolidated financial statements included in this Year End Report on Form 10-K for more information on our valuation process.

Revenue Recognition

Investment transactions are recorded on a trade-date basis. Interest income is recognized on an accrual basis. Interest income on debt instruments is accrued and recognized for those issuers who are currently paying in full or expected to pay in full. For those issuers who are in default or expected to default, interest is not accrued and is only recognized when received. Generally, when interest and/or principal payments on a loan become past due, or if the Fund otherwise does not expect the borrower to be able to service its debt and other obligations, the Fund will place the loan on non-accrual status and will cease recognizing interest income on that loan for financial reporting purposes until all principal and interest have been brought current through payment or due to restructuring such that the interest income is deemed to be collectible. The Fund generally restores non-accrual loans to accrual status when past due principal and interest is paid and, in the management's judgment, is likely to remain current. Interest income and expense include discounts accreted and premiums amortized on certain debt instruments as determined in good faith by the Adviser and calculated using the effective interest method. Loan origination fees, original issue discounts and market discounts or premiums are capitalized as part of the underlying cost of the investments and accreted or amortized over the life of the investment as interest income.

Realized gains and losses on investment transactions are determined on the specific identification method.

Certain investments in debt securities may contain a contractual payment-in-kind ("PIK") interest provision. The PIK provisions generally feature the obligation, or the option, at each interest payment date of making interest payments in (i) cash, (ii) additional debt or (iii) a combination of cash and additional debt. PIK interest, computed at the contractual rate specified in the investment's credit agreement, is accrued as interest income and recorded as interest receivable up to the interest payment date. On the interest payment date, the accrued interest receivable attributable to PIK is added to the principal balance of the investment. When additional debt is received on the interest payment date, it typically has the same terms, including maturity dates and interest rates, as the original loan. PIK interest generally becomes due on the investment's maturity date or call date.

The Fund may earn various fees during the life of the loans. Such fees include, but are not limited to, syndication, commitment, administration, prepayment and amendment fees, some of which are paid to the Fund on an ongoing basis. These fees and any other income are recognized as earned. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized up-front loan origination fees and unamortized discounts are recorded as interest income.

Costs associated with entering into an investment are included in the cost of the investment, and any costs incurred relating to an unconsummated investment are expensed.

Distributions received from an equity interest, limited liability company or a limited partnership investment are evaluated to determine if the distribution should be recorded as dividend income or a return of capital.

Management and Incentive Fees

The Fund will accrue for the base management fee and incentive fee. The accrual for the incentive fee includes the recognition of the incentive fee on unrealized capital gains, even though such incentive fee is neither earned nor payable to the Adviser until the gains are both realized and in excess of unrealized depreciation on investments. The amount of capital gains incentive fee expense related to the hypothetical liquidation of the portfolio (and assuming no other changes in realized or unrealized gains and losses) would only become payable to the Adviser in the event of a complete liquidation of the Fund's portfolio as of period end and the termination of the Second Amended and Restated Advisory Agreement on such date. Also, it should be noted that the capital gains incentive fee expense fluctuates with the Fund's overall investment results.

U.S. Federal Income Taxes

The Fund has elected to be treated, and intends to qualify annually thereafter, as a RIC under Subchapter M of the Code. Generally, a RIC is not subject to U.S. federal income taxes on distributed income and gains if it distributes at least 90% of its net ordinary income and net short-term capital gains in excess of its net long-term capital losses, if any, to its shareholders. The Fund intends to distribute sufficient dividends to maintain its RIC status each year and the Fund does not anticipate paying any material U.S. federal income taxes in the future.

AB Private Lending Fund published this content on March 25, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 25, 2026 at 20:57 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]