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Current Report · Items 3.02, 7.01, 8.01 · 8-K

AB Private Lending Fund

Unregistered Sales of Equity Securities · Regulation FD Disclosure · Other Events

Item 3.02 – Unregistered Sale of Equity Securities. As of August 3, 2026, AB Private Lending Fund (the “ Fund ”) sold unregistered Class I common shares of beneficial interest (with the final number of shares being determined on August 20, 2026) to feeder vehicles primarily created to hold the Fund’s Class I shares.…

Filed Aug 20, 2026Accepted Aug 20, 2026, 10:52 AM EDTCIK 1982701Accession 0001193125-26-358557
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Disclosure sections

Items 3.02, 7.01, 8.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 – Unregistered Sale of Equity Securities. As of August 3, 2026, AB Private Lending Fund (the “ Fund ”) sold unregistered Class I common shares of beneficial interest (with the final number of shares being determined on August 20, 2026) to feeder vehicles primarily created to hold the Fund’s Class I shares. The offer and sale of these Class I shares was exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and/or Regulation S thereunder (the “ Private Offering ”). The following table details the shares sold: Date of Unregistered Sale Amount of Consideration Date of Unregistered Sale Consideration Class I shares Amount of Class I shares ────────────────────────────────────────────────────────────────────────────────────────────────────── As of August 3, 2026 40,519 $997,188 (number of shares finalized on August 20, 2026)
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 – Regulation FD Disclosure. August 2026 Distributions On August 20, 2026 the Fund declared regular distributions for each class of its common shares of beneficial interest (the “ Shares ”) in the amounts per share set forth below: Gross Distribution Shareholder Servicing Net Distributions Gross Distribution Net Distributions and/or Distribution Fee Shareholder Servicing and/or Distribution Fee ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Class I shares $ 0.20 $ 0.00 $ 0.20 Class S shares $ N/A $ N/A $ N/A Class D shares $ N/A $ N/A $ N/A The distributions for each class of Shares are payable to shareholders of record as of the close of business on August 31, 2026 and will be paid on or about September 30, 2026. These distributions will be paid in cash or reinvested in shares of the Fund’s Shares for shareholders participating in the Fund’s distribution reinvestment plan.
Item 8.01Item 8.01 - Other Events
Item 8.01 – Other Events. Net Asset Value The net asset value (“ NAV ”) per share of each class of the Fund as of July 31, 2026 as determined in accordance with the Fund’s valuation policy, is set forth below. NAV per Share as of July 31, 2026 NAV per Share as of July 31, 2026 ──────────────────────────────────────────────────────────────────── Class I shares $ 24.61 Class S shares — Class D shares — As of July 31, 2026, the Fund’s aggregate NAV was approximately $163.0 million, the fair value of its investment portfolio was approximately $373.3 million, and it had approximately $213.8 million of debt outstanding (at principal). Status of Offering The Fund is currently publicly offering on a continuous basis up to $1.0 billion in Shares (such offering, the “ Offering ”). Additionally, the Fund has sold unregistered Class I shares as part of the Private Offering. The following table lists the Shares issued and total consideration for both the Offering and the Private Offering as of the date of this filing, reflective of transfers between share classes. The table below does not include Shares sold through the Fund’s distribution reinvestment plan. The Fund intends to continue selling Shares in the Offering and the Private Offering on a monthly basis. Common Shares Total Issued Consideration Common Shares Total Issued Consideration Offering: Class I shares — — Class S shares — — Class D shares — — Private Offering: Class I shares 6,778,505 $ 170,032,614.58 Class S shares — — Class D shares — — Total Offering and Private Offering* 6,778,505 $ 170,032,614.58 6,778,505 $ 170,032,614.58 Amounts may not sum due to rounding ───────────────────────────────────────