Manulife Private Credit Fund

05/12/2026 | Press release | Distributed by Public on 05/12/2026 13:39

Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

The information in this section contains forward-looking statements that involve risks and uncertainties, including, but not limited to, those set forth in "Part I Item 1A. Risk Factors" of our annual report for the fiscal year ended December 31, 2025 on Form 10-K. You should read the following discussion in conjunction with the Part I, Item 1 of this Form 10-Q "Consolidated Financial Statements (Unaudited)" and related notes thereto and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q. This discussion also should be read in conjunction with the "Forward-Looking Statements" in this Quarterly Report on Form 10-Q.

The following discussion and analysis of our financial condition and results of operations is intended to provide a better understanding of our consolidated financial statements, including a brief discussion of our business, key factors that impacted our performance and a summary of our operating results. Historical results and percentage relationships among any amounts in the consolidated financial statements are not necessarily indicative of trends in operating results for any future periods.

Overview

We are an externally managed, diversified closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. Formed as a Delaware statutory trust on February 8, 2023, we are externally managed by the Advisor, which manages our day-to-day operations and provides us with investment advisory and administrative services pursuant to the terms of the Investment Advisory Agreement, and the Service Agreement with the Fund and the Service Level Agreement between the Advisor and JHIM. The Advisor is registered as investment advisor with the SEC. We have elected to be treated as a regulated investment company (RIC) for U.S. federal income tax purposes, and intend to continue to qualify annually thereafter, as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code).

The Advisor oversees (subject to the oversight of the Board) the management of our operations and is responsible for making investment decisions with respect to our portfolio pursuant to the terms of the Investment Advisory Agreement. Under the Investment Advisory Agreement, we have agreed to pay the Advisor an annual management fee as well as an incentive fee based on our investment performance.

Effective March 1, 2026, the Fund entered into a Subadvisory Agreement with Comvest Credit Advisors, LLC (the Subadvisor). The Subadvisor, a registered investment advisor, is a Delaware limited liability company and an affiliate of, and under common control with, the Advisor, as Manulife is the indirect controlling parent company of both the Advisor and the Subadvisor. The Fund's investment objectives and strategies did not change as a result of the appointment of the Subadvisor as the subadvisor to the Fund. The Subadvisory Agreement provides that the Subadvisor manages the investment and reinvestment of the assets of the Fund, subject to the supervision of the Board and the Advisor. The Subadvisor formulates and implements a continuous investment program for the Fund consistent with the Fund's investment objective and policies. The Subadvisor implements such program for the Fund by purchases and sales of securities, instruments and other assets (including the placing of orders or the usage of special purpose vehicles for such purchases and sales), entering into derivative transactions to the extent authorized by its registration statement, and managing all cash in the Fund, and regularly reports to the Advisor and the Board with respect to the implementation of such programs.

Pursuant to the Service Agreement, the Advisor is responsible for providing, at the expense of the Fund, certain treasury, valuation and portfolio and cash management services to the Fund. Pursuant to the Service Level Agreement, JHIM provides certain financial, accounting and administrative services such as legal, tax, accounting, financial reporting and performance, compliance and service provider oversight services. Pursuant to the Service Agreement, the Advisor shall determine, subject to Board approval, the expenses to be reimbursed by the Fund, including an overhead allocation. The payments under the Service Agreement are not intended to provide a profit to the Advisor. Instead, the Advisor provides the services under the Service Agreement because it also provides advisory services under the Investment Advisory Agreement. The reimbursement shall be calculated and paid monthly in arrears. Similarly, under the Service Level Agreement, the Advisor pays JHIM compensation on an at-cost basis, and JHIM does not earn any profit.

We expect to conduct the continuous private offering of our Common Shares (the Private Offering) in reliance on exemptions from the registration requirements of the Securities Act, including the exemption provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, Regulation S under the Securities Act and other exemptions from the registration requirements of the Securities Act. We are initially offering one class of our Common Shares - the Class NAV shares - and may offer additional classes of our Common Shares in the future. We and the Advisor may apply for the Multi- Class Exemptive Relief from the SEC that, if granted, would permit us to issue multiple classes of shares of our Common Shares with varying sales loads, contingent deferred sales charges, and/or asset-based service and/or distribution fees, the details for which will be finalized at a later date in our discretion. We have not yet applied for the Multi-Class Exemptive Relief, and there is no assurance that such relief would be granted.

We commenced operations concurrent with the initial closing on the Seed Contribution and, prior to the BDC Election Date, we have conducted our investment activities and operations pursuant to the exclusion from the definition of an "investment company" in Section 3(c)(7) of the 1940 Act. Following the BDC Election Date, we commenced holding monthly closings for the Private Offering, in connection with which we issued Common Shares to investors for immediate cash investment. If there are no purchases for the Private Offering for a particular month, a closing will not be held for that month.

Our investment objectives are to maximize the total return to our shareholders in the form of current income and, to a lesser extent, capital appreciation. The Fund invests primarily in the debt of private middle-market U.S. companies with a focus on directly originated first and second lien loans (including delayed draw term loans and revolving credit facilities) typically created by a club of lenders, as well as related equity investments in companies in which loans have been made by the Fund to middle-market companies. The club of lenders is generally a small group of investment firms.

Investments

Our level of investment activity can and is expected to vary substantially from period to period depending on many factors, including the amount of debt available to middle-market companies, the general economic environment and the competitive environment for the type of investments we make.

As a BDC, we must not acquire any assets other than "qualifying assets" specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in "eligible portfolio companies." Under the relevant SEC rules, the term "eligible portfolio company" includes all private companies, companies whose securities are not listed on a national securities exchange, and certain public companies that have listed their securities on a national securities exchange and have a market capitalization of less than $25 million.

Revenues

We plan to principally generate revenues in the form of interest income and, to a lesser extent, capital appreciation on the debt investments we hold, as well as dividends and other distributions on the equity or other securities we hold. In addition, we plan to generate revenues in the form of non-recurring commitment, closing, origination, structuring or diligence fees, monitoring fees, fees for providing managerial assistance, consulting fees, prepayment fees and performance-based fees. Our portfolio activity also reflects the proceeds of sales of securities.

Expenses

The Fund bears all costs of its organization and operation, including but not limited to, as applicable, expenses of preparing, printing and mailing all shareholders' reports, notices, prospectuses, proxy statements and reports to regulatory agencies; expenses relating to the offering and issuance of shares; investment advisory fees payable under the Investment Advisory Agreement; government fees; interest charges; expenses of furnishing to investors their account statements; taxes; brokerage and other expenses connected with the execution and servicing of portfolio securities and securities transactions; fees and expenses of custodians including those for keeping books and accounts, maintaining any line of credit and calculating the NAV of shares; fees and expenses of dividend disbursing agents; legal, accounting, financial, management, tax and auditing fees and expenses of the Fund (including an allocable portion of the cost of the Advisor's or an affiliate of the Advisor's employees rendering such services to the Fund); expenses of Trustees' and investors' meetings; trade association memberships; fidelity bond and other insurance premiums; any extraordinary expenses; and all other expenses incurred by the Fund or Advisor with administering the Fund's business. In addition, the Fund will be responsible for other expenses, fees, taxes, penalties and costs associated with the Fund's investments, including but not limited to filing fees, fees to third party sub-servicers, taxes payable or required to be withheld by or in respect of the Fund or to which the Fund may be subject, any reasonably incurred fees and expenses relating to legal, accounting, bank or other financial intermediaries, third party advisors and consultants, due diligence, research, litigation and restructuring costs and expenses and all other out of pocket expenses of the Advisor and any affiliate to whom it has delegated any of its functions, power, responsibilities or duties. The Fund indirectly bears the cost related to the SPV, including cost, related to borrowings from the JPM Funding Facility, such as interest expense and other fees. Certain fees may be waived or reimbursed by the Advisor.

Pursuant to a Service Agreement, the Advisor is responsible for providing, at the expense of the Fund, certain treasury, valuation and portfolio and cash management services to the Fund. Pursuant to the Service Level Agreement, JHIM provides certain financial, accounting and administrative services such as legal, tax, accounting, financial reporting and performance, compliance and service provider oversight services. Pursuant to the Service Agreement, the Advisor shall determine, subject to Board approval, the expenses to be reimbursed by the Fund, including an overhead allocation. The payments under the Service Agreement are not intended to provide a profit to the Advisor. Instead, the Advisor provides the services under the Service Agreement because it also provides advisory services under the Investment Advisory Agreement. The reimbursement shall be calculated and paid monthly in arrears. Similarly, under the Service Level Agreement, the Advisor pays JHIM compensation on an at-cost basis, and JHIM does not earn any profit.

In addition, we have contracted with SS&C Technologies, Inc. (SS&C) to provide various accounting and administrative services, including, but not limited to, preparing preliminary financial information for review by the Advisor, maintaining accounting and corporate books and records, recording investment and shareholder transactions, preparing and reviewing bank account reconciliations and maintaining dividend reinvestment plan.

The Advisor has agreed to advance all of our organization and offering expenses on our behalf (including legal, accounting, printing, mailing, subscription processing and filing fees and expenses and other offering expenses, including costs associated with technology integration between the Fund's systems and those of our participating brokers, reasonable bona fide due diligence expenses of participating brokers supported by detailed and itemized invoices, costs in connection with preparing sales materials and other marketing expenses, design and website expenses, fees to attend retail seminars sponsored by participating brokers and costs, expenses and reimbursements for travel (provided that the Fund shall not be required to bear the cost of private airfare in excess of comparable first- class/business rates on a commercial airline, if available), meals, accommodations, entertainment and other similar expenses related to meetings or events with prospective investors, brokers, registered investment advisors or financial or other advisors, but excluding the shareholder servicing and/or distribution fee) through a date determined by the Advisor in its discretion.

From time to time, the Advisor or its affiliates may pay third-party providers of goods or services. We will reimburse the Advisor or such affiliates thereof for any such amounts paid on our behalf. From time to time, the Advisor 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.

Portfolio and Investment Activity

As of March 31, 2026, the Fund had investments, excluding cash equivalents, in 79 portfolio companies across 7 sectors and 22 industries. Based on fair value as of March 31, 2026, 96.3% of the Fund's fair value was invested in debt bearing a floating interest rate, all of which had an interest rate floor denoted in Secured Overnight Financing Rate (SOFR). The weighted average interest rate floor across the Fund's portfolio was approximately 1.0% as of March 31, 2026. These floors allow the Fund to mitigate (to a degree) any impact of spread widening on the valuation of the Fund's investments. As of March 31, 2026, the Fund's estimated weighted average total yield of investments in debt securities was 8.8%. Weighted average yields are based on interest rates as of March 31, 2026.

As of December 31, 2025, the Fund had investments, excluding cash equivalents, in 79 portfolio companies across 7 sectors and 22 industries. Based on fair value as of December 31, 2025, 94.4% of the Fund's investments at fair value was invested in debt bearing a floating interest rate, all of which had an interest rate floor denoted in Secured Overnight Financing Rate ("SOFR"). The weighted average interest rate floor across the Fund's portfolio was approximately 1.0% as of December 31, 2025. These floors allow the Fund to mitigate (to a degree) any impact of spread widening on the valuation of the Fund's investments. As of December 31, 2025, the Fund's estimated weighted average total yield of investments in debt securities was 8.9%. Weighted average yields are based on interest rates as of December 31, 2025.

Our portfolio and investment activity for the three months ended March 31, 2026 and March 31, 2025 is presented below (information presented herein is at amortized cost unless otherwise indicated):

For the three months ended
March 31, 2026
For the three months ended
March 31, 2025

Investments:

Total investments, beginning of period

$ 314,145,189 $ 165,237,142

Purchase of investments

14,542,235 24,957,879

Proceeds from principal repayments and sales of investments

(8,294,424 ) (1,927,484 )

Net purchases and sales of short-term investments

(5,979,394 ) 2,201,640

Amortization of premium/accretion of discount, net

368,373 221,797

Net realized gain (loss) on investments

65,816 14,314

Total investments, end of period

$ 314,847,795 $ 190,705,288

Portfolio companies at beginning of period

79 54

Number of new portfolio companies funded

2 5

Number of portfolio companies sold or repaid

(2 ) -

Portfolio companies at end of period

79 59

Count of investments

268 196

Count of industries

22 21

As of March 31, 2026 and December 31, 2025, our investments, excluding unfunded loan commitments, consisted of the following:

March 31, 2026 December 31, 2025
Amortized Cost Fair Value % of
Investments at
Fair Value
Amortized Cost Fair Value % of
Investments at
Fair Value

First-Lien Loans

$ 303,332,225 $ 302,224,989 96.3 % $ 296,650,225 $ 296,640,830 94.4 %

Equity

1,091,815 1,103,687 0.4 % 1,091,815 1,126,259 0.4 %

Other Securities

10,423,755 10,423,755 3.3 % 16,403,149 16,403,149 5.2 %

Total Investments

$ 314,847,795 $ 313,752,431 100 % $ 314,145,189 $ 314,170,238 100 %
Portfolio Composition as of 3-31-26
(% of net assets)
as of 12-31-25
(% of net assets)

Senior loans

238.9 235.6

Equity

0.7 0.6

Short-term investments and other (less unfunded loan commitments)

(139.6 ) (136.2 )
100 100

Percentages include unfunded loan commitments.

Sector Composition

as of 3-31-26 (%

of net assets)

as of 12-31-25 (%
of net assets)

Industrials

83.0 85.5

Consumer discretionary

52.4 52.1

Health care

51.5 45.8

Consumer staples

19.4 19.3

Information technology

16.1 18.1

Financials

9.6 7.9

Materials

7.6 7.5

Short-term investments and other (less unfunded loan commitments)

(139.6 ) (136.2 )
100 100

Percentages include unfunded loan commitments.

Industry Composition as of 3-31-26 (% of net assets)

Health care providers and services

45.0

Diversified consumer services

29.1

Commercial services and supplies

23.9

Professional services

21.4

Trading companies and distributors

17.6

Food products

12.8

IT services

10.1

Distributors

8.8

Machinery

8.0

Building products

7.6

Chemicals

7.6

Hotels, restaurants and leisure

7.2

Consumer staples distribution and retail

6.6

Health care equipment and supplies

6.5

Capital markets

6.2

Software

6.0

Insurance

3.4

Air freight and logistics

2.6

Household durables

2.6

Specialty retail

2.5

Leisure products

2.2

Construction and engineering

1.9

Short-term investments and other (less unfunded loan commitments)

(139.6 )
100

Percentages include unfunded loan commitments.

Industry Composition as of 12-31-25 (% of net assets)

Health care providers and services

39.3

Diversified consumer services

29.0

Commercial services and supplies

25.0

Professional services

21.3

Trading companies and distributors

19.3

Food products

12.7

IT services

10.1

Distributors

8.8

Software

8.0

Machinery

8.0

Building products

7.5

Chemicals

7.5

Hotels, restaurants and leisure

7.1

Consumer staples distribution and retail

6.6

Health care equipment and supplies

6.5

Capital markets

4.6

Insurance

3.3

Air freight and logistics

2.6

Household durables

2.6

Specialty retail

2.4

Leisure products

2.2

Construction and engineering

1.8

Short-term investments and other (less unfunded loan commitments)

(136.2 )
100

Percentages include unfunded loan commitments

Top 10 Issuers as of 3-31-26 (% of net assets)

Leap Service Partners LLC

5.6

Pediatric Home Respiratory Services LLC

5.5

ToxStrategies LLC

5.5

Eastern Communications Solutions, Inc.

5.5

NE Ortho Management Services LLC

5.5

Perennial Services Group LLC

5.5

Lindstrom LLC

5.4

Prestige Backyards LLC

5.0

Seawolf Buyer LLC

4.9

TruSource Foods LLC

4.9

Total

53.3

Cash and short-term investments are not included.

Percentages include unfunded loan commitments.

Top 10 Issuers as of 12-31-25 (% of net assets)

Leap Service Partners LLC

5.6

Pediatric Home Respiratory Services LLC

5.5

ToxStrategies LLC

5.5

Eastern Communications Solutions, Inc.

5.5

Perennial Services Group LLC

5.5

Lindstrom LLC

5.4

Prestige Backyards LLC

4.9

Seawolf Buyer LLC

4.9

TruSource Foods LLC

4.8

Steward Partners Global Advisory LLC

4.6

Total

52.2

Cash and cash equivalents are not included.

Percentages include unfunded loan commitments.

As of March 31, 2026 and December 31, 2025, 100% of investments held were based in the United States.

Results of Operations

Our operating results for the three months ended March 31, 2026 and March 31, 2025 were as follows:

March 31, 2026 March 31, 2025

Increase (decrease) in net assets from operations

$ 2,875,935 $ 2,885,784

Net increase (decrease) in net assets from operations can vary from period to period as a result of various factors, including acquisitions, the level of new investment commitments, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation in the investment portfolio.

Our investment income for the three months ended March 31, 2026 and March 31, 2025 were as follows:

March 31, 2026 March 31, 2025

Investment income

From non-controlled/non-affiliated investments:

Interest

$ 7,388,001 $ 4,301,267

Dividends

100,746 93,934

Other income

46,430 22,685

Total investment income

$ 7,535,177 $ 4,417,886

For the three months ended March 31, 2026 and March 31, 2025, total investment income was driven by the Fund's deployment of capital and invested balance of investments. The size of the Fund's investment portfolio at fair value was approximately $313.8 million as of March 31, 2026 and, as of such date, all of the Fund's debt investments were income-producing.

Interest income on the Fund's debt investments is dependent on the composition and credit quality of the portfolio. Generally, the Fund expects the portfolio to generate predictable quarterly interest income based on the terms stated in each loan's credit agreement. As of March 31, 2026, all of the Fund's debt investments were performing and current on their interest payments.

Our expenses for the three months ended March 31, 2026 and March 31, 2025 were as follows:

March 31, 2026 March 31, 2025

Expenses

Management fee

$ 525,385 $ 375,807

Incentive fees

532,714 422,877

Accounting and legal services fees

14,394 11,958

Interest and credit facility expenses

2,318,061 1,035,403

Investment servicing fees

18,331 19,177

Trustee fees

25,103 23,237

Professional fees

155,947 129,306

Custody and accounting fees

67,208 66,881

Transfer Agent

31,555 46,939

Printing and postage

19,951 8,699

Other expenses

48,701 13,690

Total expenses

$ 3,757,350 $ 2,153,974

Less expense reductions

(152,705 ) (225,546 )

Net expenses

$ 3,604,645 $ 1,928,428

The Fund has an investment management agreement with the Advisor under which the Fund pays an annual fee rate of 1.25% of monthly net assets. The management fee is payable monthly in arrears.

The Fund has agreed to pay the Advisor an incentive fee commencing on October 3, 2024. A portion of the incentive fee is based upon pre-incentive fee net investment income and a portion is based on capital gains. The incentive fee on net investment income shall be calculated and accrued on a monthly basis while being determined and payable in arrears as of the end of each fiscal quarter pursuant to the Investment Advisory Agreement. The incentive fee on capital gains is determined and payable at the end of each calendar year in arrears pursuant to the Investment Advisory Agreement.

Expense reductions include contractual management fee waivers. For further details, see "Note 4 - Agreements and transactions with related parties" under "Item 1. Consolidated Financial Statements (Unaudited)" in the accompanying unaudited financial statements.

Interest and credit facility expenses include interest expense, amortized deferred financing cost, unused commitment fee and utilization fee related to the JPM Funding Facility. Legal fees related to the establishment and amendments to the JPM Funding Facility were capitalized and are being amortized over the life of the facility. For further details, see "Note 5 - Borrowings" under "Item 1. Consolidated Financial Statements (Unaudited)" in the accompanying unaudited financial statements.

Other expenses generally include insurance, valuation, subscriptions and other costs.

Income Taxes, Including Excise Taxes

The Fund has elected and intends to continue to qualify as a RIC under Subchapter M of the Code. As a RIC, the Fund generally will not have to pay corporate-level U.S. federal income taxes on any income and net capital gain that it distributes to shareholders as dividends. To qualify as a RIC, the Fund must, among other things, meet certain source-of-income and asset diversification requirements. In addition, in order to be eligible for pass-through tax treatment as a RIC, the Fund must distribute to the Fund's shareholders, for each taxable year, at least the sum of 90% of the Fund's "investment company taxable income," which is generally net ordinary income plus the excess of realized net short term capital gains over realized net long-term capital losses and 90% of its net exempt interest income, if any, or the "Annual Distribution Requirement."

For the three months ended March 31, 2026 and March 31, 2025, the Fund did not incur any excise tax.

Financial Condition, Liquidity and Capital Resources

We generate cash primarily from the net proceeds from the Private Offering and from cash flows from interest and fees earned from our investments and principal repayments and proceeds from sales of our investments. We may also fund a portion of our investments through borrowings from banks and issuances of senior securities, including before we have fully invested the proceeds of the Private Offering. Our primary use of cash will be investments in portfolio companies, payments of our expenses, payment of cash distributions to our shareholders and repurchases, if any, of our Common Shares under our share repurchase program.

Equity

For the three months ended March 31, 2026, there were no closings held of our continuous Private Offering. For the three months ended March 31, 2025, we held one closing of our continuous Private Offering. As a result, the total Class NAV shares issued, and proceeds received related to such closings were as follows:

Shares issued date Class NAV shares issued Proceeds Received

March 31, 2025

February 3, 2025

716,476 $ 15,000,000

Credit Facilities

We utilize leverage to finance our investments. The amount of leverage that we employ will be subject to the restrictions of the 1940 Act and the supervision of our Board. At the time of any proposed borrowing, the amount of leverage we employ will also depend on our Advisor's assessment of market and other factors.

We have established one or more credit facilities and may enter into other financing arrangements to facilitate investments and the timely payment of our expenses. It is anticipated that any such credit facilities will bear interest at floating rates at to-be-determined spreads over a specified reference rate. We cannot assure shareholders that we will be able to enter into a credit facility on favorable terms or at all. In connection with a credit facility or other borrowings, lenders may require us to pledge assets, commitments and/or drawdowns (and the ability to enforce the payment thereof) and may ask to comply with positive or negative covenants that could have an effect on our operations.

JPM Funding Facility

On March 26, 2024, the SPV, a wholly owned consolidated subsidiary of the Fund, entered into a Loan and Security Agreement (the JPM Funding Facility), as borrower (the "Borrower"), with the Fund, as the parent and portfolio manager, The Bank of New York Mellon Trust Company, National Association, as collateral agent, collateral administrator and securities intermediary, and JPMorgan Chase Bank, National Association, as administrative agent, that provides a secured credit facility of up to $150 million with a reinvestment period ending March 26, 2027 and an initial final maturity date of March 26, 2029 . The JPM Funding Facility also provides for a feature that allows the Borrower, subject to certain conditions, to increase the overall size of the JPM Funding Facility to a maximum of $500 million. In addition, on March 26, 2024, the Fund, as seller, and the Borrower, as purchaser, entered into a Sale and Contribution Agreement, pursuant to which Borrower will either purchase certain corporate loans or receive contributions of cash or such corporate loans (collectively, the Loans), from time to time, originated by the Fund or its affiliates.

On November 26, 2024, the SPV entered into a First Amendment to the JPM Funding Facility, which provides for a decrease in the interest rate on borrowings under the JPM Funding Facility from an applicable margin of 2.70% to 2.30%, in each case over Term SOFR or an alternate base rate; an increase in commitment fee on the undrawn balance of 0.55% per annum (or, 0.30% during ramp-up period) to 0.75% per annum (or, 0.50% during ramp-up period), removal of the administration agency fee, extends the maturity of the JPM Funding Facility to November 26, 2029; and resets the investment period and call protection.

On April 10, 2025, the SPV entered into a Second Amendment to the JPM Funding Facility, which provides for an increase to the maximum loan commitments available under the JPM Funding Facility to $175 million, with an option for the Borrower to further increase the maximum loan commitments to $250 million; a decrease in the interest rate on borrowings under the JPM Funding Facility from an applicable margin of 2.30% to 2.20%, in each case over Term SOFR or an alternate base rate; and a decrease in the commitment fee on undrawn loan commitments from 0.75% to 0.60%. Further, the Second Amendment resets the minimum loan utilization schedule and gives the Borrower the option to increase the maximum advance rate.

On October 8, 2025, the SPV entered into a Third Amendment to the JPM Funding Facility, which provides an increase to the maximum loan commitments available under the JPM Funding Facility to $212.5 million, with an option for the Borrower to further increase the maximum loan commitments to $250 million. In addition, the Third Amendment provides for a decrease in the interest rate on borrowings under the JPM Funding Facility from an applicable margin of 2.20% to 2.00%, in each case over Term SOFR or an alternative base rate. On October 10, 2025, the SPV elected to increase the maximum loan commitments to $250 million.

On March 6, 2026, the SPV entered into a Fourth Amendment to the JPM Funding Facility, which removed the 25% concentration limit of the collateral principal amount of portfolio investments with EBITDA less than $20 million.

The obligations of the Borrower under the JPM Funding Facility are secured by substantially all assets held by the Borrower, including the Loans. Borrowings under the JPM Funding Facility will bear interest at Term SOFR or an alternate base rate, in each case plus an applicable margin equal to 2.00% as amended on October 8, 2025, subject to increases for default rate interest from time to time pursuant to the terms of the JPM Funding Facility. In addition, the Borrower will pay, among other fees, an upfront fee, an administrative agency fee (removed November 26, 2024) and a commitment fee on the undrawn balance of 0.60% per annum (or, during the March 26, 2024 to March 27, 2025 ramp-up period, 0.50% per annum) as amended on April 10, 2025, on the average daily unused facility amount.

Under the JPM Funding Facility, the Fund and the Borrower, as applicable, have made customary representations and warranties regarding their businesses, among other things, and are required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. The JPM Funding Facility includes usual and customary events of default for such facilities of this nature. Proceeds from the JPM Funding Facility must be used for the purposes permitted in the JPM Funding Facility, including purchasing of loans or other portfolio investments.

As of March 31, 2026 and December 31, 2025, the Fund had outstanding borrowings of $145,700,000 and $141,500,000 at a weighted average interest rate of 5.66% and 5.91%, respectively, which is reflected in the Credit facility payable on the Consolidated Statements of Assets and Liabilities. During the three months ended March 31, 2026 and March 31, 2025, the average daily outstanding borrowings for the JPM Funding Facility amounted to $142,721,111 and $52,711,111 and the weighted average interest rate was 5.66% and 6.53%, respectively.

For further details, see "Note 5 - Borrowings" under "Item 1. Consolidated Financial Statements (Unaudited)" in the accompanying unaudited consolidated financial statements.

Contractual Obligations, Off-Balance Sheet Arrangements and Other Liquidity Considerations

We have entered into certain contracts under which we may have material future commitments. We have entered into each of the Investment Advisory Agreement and the Service Agreement with the Advisor to provide us with investment advisory services and administrative services. Payments for investment advisory services under the Investment Advisory Agreement and reimbursements made under the Service Agreement are described in "Part I Item 1. Business - Management Agreements" of our December 31, 2025 Form 10-K. The Advisor is responsible for payments under the Service Level Agreement.

If any of our contractual obligations are terminated, our costs may increase under any new agreements that we enter into as replacements. We would also likely incur expenses in locating alternative parties to provide the services we expect to receive under our Investment Advisory Agreement and our Service Agreement, and the Service Level Agreement between the Advisor and JHIM.

We may become a party to financial instruments with off-balance sheet risk in the normal course of our business to meet the financial needs of our portfolio companies. These instruments may include commitments to extend credit and involve, to varying degrees, elements of liquidity and credit risk in excess of the amount recognized in the balance sheet.

As of March 31, 2026 and December 31, 2025, the Fund had the following unfunded commitments outstanding:

March 31, 2026 December 31, 2025
Unfunded Term Loan Principal on Delayed
Draw Term Loan
Principal on
Revolver
Principal on Delayed
Draw Term Loan
Principal on
Revolver

4M Capital, Ltd.

-  $ 528,000 -  $ 528,000

AC Blackpoint Acquisition, Inc.

$ 1,203,988 508,475 $ 1,203,988 508,475

Air Buyer, Inc.

-  112,500 -  112,500

All Glass & Window Holdings, Inc.

641,026 769,231 1,282,051 769,231

American Combustion Industries, Inc.

857,214 59,861 857,214 59,861

ARC Health Operating Company LLC

2,513,362 768,142 2,513,362 768,142

Bandon Fitness, Inc.

1,705,489 -  1,725,959 - 

BCTS Parent LLC

3,311,498 354,484 3,311,498 354,484

Beacon Behavioral Holdings LLC

2,349,495 45,805 4,073,082 114,512

Beary Landscaping LLC

-  346,479 -  228,169

BLP Buyer, Inc.

-  30,145 -  68,855

Capital Construction LLC

-  290,308 -  508,039

Chemtron Supply LLC

1,983,585 362,979 1,983,585 362,979

Chime Holdco LLC

-  496,966 -  496,966

CPS Holdco, Inc.

1,315,064 705,128 1,315,064 705,128

CRH Healthcare Purchaser, Inc.

489,979 195,992 489,979 195,992

DAWGS Intermediate Holding Company

-  328,589 -  317,989

Diverzify Intermediate LLC

-  -  1,371,429 - 

Eastern Communications Solutions, Inc.

-  1,031,519 -  1,031,519

Foodscience LLC

1,634,722 672,222 1,634,722 672,222

Galloway & Company LLC

1,970,228 656,743 1,970,228 656,743

GarageCo Intermediate II LLC

2,289,562 686,869 2,289,562 686,869

GSF Buyer LLC

1,361,162 680,581 1,361,162 680,581

Health Management Associates, Inc.

-  124,004 -  124,004

Hill Country Dairies, Inc.

870,968 725,806 870,968 725,806

HMN Acquirer Corp.

1,041,667 625,000 1,041,667 625,000

Hy-Tek Opco LLC

-  851,942 -  851,942

Identiti Resources LLC

-  385,195 -  335,120

Impact Climate Technologies LLC

493,458 -  626,312 - 

In Vitro Sciences LLC

-  71,111 -  71,111

Integrated Openings Solutions LLC

-  227,473 -  265,385

Jetson Buyer, Inc.

-  328,305 -  443,656

Krayden Holdings, Inc.

605,127 399,691 605,127 388,206

Leap Service Partners LLC

1,247,082 376,471 1,294,141 588,235

Lindstrom LLC

-  984,145 -  766,387

LTC Consulting Services LLC

-  454,545 -  454,545

M&D Midco, Inc.

1,026,393 210,663 1,045,311 348,160

Magic Valley Electric LLC

1,526,252 305,250 1,526,252 305,250

Midwest Eye Services LLC

2,012,039 704,931 2,216,430 704,931

NE Ortho Management Services LLC

6,639,487 553,291 -  - 

O2B Early Education Holding, Inc.

1,361,162 680,581 1,361,162 680,581

OIS Management Services LLC

519,146 167,626 519,146 167,626

P.J. Fitzpatrick LLC

1,416,667 1,062,500 1,416,667 1,062,500

PAK Quality Foods Acquisition LLC

-  179,104 -  89,552

Pediatric Home Respiratory Services LLC

900,000 400,000 900,000 500,000

Perennial Services Group LLC

2,015,559 712,164 3,628,006 712,164

PNB Holdings III LLC

1,227,273 818,182 1,227,273 818,182

Prestige Backyards LLC

2,090,164 1,309,836 2,090,164 1,309,836

Purple Cow Buyer LLC

773,076 218,100 910,604 218,100

QM Buyer, Inc.

1,222,222 611,111 1,222,222 611,111

Rapid Buyer LLC

1,295,585 647,793 1,295,585 647,793

Redwood MSO LLC

77,888 59,060 264,405 236,588

Refocus Management Services LLC

-  210,526 1,308,165 147,368

Renovation Systems LLC

102,203 -  102,203 - 

Rocket Holdco Intermediate II LLC

-  801,887 -  801,887

Rome Borrower LLC

1,019,012 344,313 -  - 

RPC TopCo, Inc.

-  545,455 -  545,455

Seawolf Buyer LLC

1,041,667 1,041,667 1,041,667 1,041,667

Simon Pearce LLC

-  642,857 -  642,857

Star Logistics & Hospitality Services LLC

1,232,143 80,357 1,232,143 321,429

StartKleen Legacy Holdings LLC

1,282,051 1,025,641 1,282,051 1,025,641

Stellar Buyer LLC

764,901 819,536 764,901 819,536

Steward Partners Global Advisory LLC

2,329,297 955,881 4,506,577 955,881

SurfacePrep Buyer LLC

199,136 479,452 199,136 479,452

The Smilist DSO LLC

197,051 140,351 331,422 140,351

ToxStrategies LLC

570,228 798,319 570,228 798,319

TruSource Foods LLC

1,109,256 336,792 1,109,256 304,717

VPD Management, Inc.

1,345,164 116,216 1,527,165 4,571

Vybond Buyer LLC

1,051,402 788,551 1,051,402 788,551

WeLocalize, Inc.

-  236,094 -  134,911

Wheat Holdings LLC

2,742,268 979,381 2,742,268 979,381

Wildcat Purchaser LLC

742,745 312,735 815,455 312,735

WWEC Holdings III Corp.

-  434,020 824,818 434,020

XpressMyself.com LLC

-  233,050 -  233,050

Total

$ 67,716,113 $ 35,147,979 $ 70,853,184 $ 34,790,806

Distributions and Dividend Reinvestment Plan

Distributions

The Fund intends to make quarterly distributions of net investment income. Any distributions we make will be at the discretion of our Board, who will consider, among other things, our earnings, cash flow, capital needs and general financial condition, as well as our desire to comply with the RIC requirements, which generally require us to make aggregate annual distributions to our shareholders of at least 90% of our net investment income. As a result, distributions to shareholders cannot be assured, and the amount of each quarterly distribution is likely to vary. Distributions to shareholders from net investment income and net realized gains, if any, are recorded on the ex-date. The Fund generally declares and pays dividends at least quarterly. Capital gain distributions, if any, are typically distributed annually.

The following table summarizes the distributions declared on our common shares for the three months ended March 31, 2026 and March 31, 2025:

Date Declared Record Date Payment Date Dividend Per Share

March 31, 2026

March 30, 2026

March 27, 2026 April 22, 2026 $ 0.4909

March 31, 2025

March 28, 2025

March 27, 2025 April 22, 2025 $ 0.3833

Dividend Reinvestment Plan

Pursuant to the Dividend Reinvestment Plan (DRP) established by the Fund, each shareholder will automatically be a participant under the DRP and have all income distributions, whether dividend distributions or capital gains distributions, automatically reinvested in additional Common Shares. Election not to participate in the DRP and to receive all income distributions, whether dividend distributions or capital gains distributions, in cash may be made by notice to a shareholder's intermediary (who should be directed to inform the Fund). A shareholder is free to change this election at any time. If, however, a shareholder elects to change its election within 95 days prior to a distribution, the request will be effective only with respect to distributions after the 95-day period. A shareholder whose Common Shares are registered in the name of a nominee (such as an intermediary) must contact the nominee regarding its status under the DRP, including whether such nominee will participate on such shareholder's behalf as such nominee will be required to make any such election.

Generally, for U.S. federal income tax purposes, shareholders receiving Common Shares under the DRP will be treated as having received a distribution equal to amount payable to them in cash as a distribution had the shareholder not participated in the DRP.

Common Shares will be issued pursuant to the DRP at their NAV determined on the next valuation date following the ex-dividend date (the last date of a dividend period on which an investor can purchase Common Shares and still be entitled to receive the dividend). There is no sales load or other charge for reinvestment. A request for change of participation/non-participation status in the DRP must be received by the Fund within the above timeframe to be effective for that dividend or capital gain distribution. The Fund may terminate the DRP at any time upon written notice to the participants in the DRP. The Fund may amend the DRP at any time upon 30 days' written notice to the participants. Any expenses of the DRP will be borne by the Fund.

As of March 31, 2026 and December 31, 2025, no Common Shares were issued pursuant to the DRP.

Related Party Transactions

We have entered into a number of business relationships with affiliated or related parties, including the following (which are defined in the notes to the accompanying consolidated financial statements if not defined herein):

the Investment Advisory Agreement;

the Service Agreement;

the Placement Agency Agreement;

the Expense Limitation and Fee Waiver Agreement;

the Sale and Contribution Agreement; and

the Subadvisory Agreement

See "Note 4 - Agreements and transactions with related parties" and "Note 5 - Borrowings" under "Item 1. Consolidated Financial Statements (Unaudited)" in the accompanying unaudited consolidated financial statements.

Critical Accounting Policies and Use of Estimates

Our consolidated financial statements are prepared in conformity with US GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management utilizes available information, which includes our history, industry standards and the current economic environment, among other factors, in forming the estimates and judgments, giving due consideration to materiality. Actual results may differ from these estimates. In addition, other companies may utilize different estimates, which may impact the comparability of our results of operations to those of companies in similar businesses. Understanding our accounting policies and the extent to which we use management judgment and estimates in applying these policies is integral to understanding our financial statements. We describe our most significant accounting policies in the notes to our unaudited consolidated financial statements.

Manulife Private Credit Fund published this content on May 12, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 12, 2026 at 19:40 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]