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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): September 24, 2026

 

 

AGL PRIVATE CREDIT INCOME FUND

(Exact Name of Registrant as Specified in Its Charter)

 

 

814-01782

(Commission File Number)

 

Delaware

99-4917603

(State or Other Jurisdiction of Incorporation)

(I.R.S. Employer Identification No.)

 

535 Madison Avenue, 24th Floor,

New York, NY 10022

(Address of principal executive offices) (Zip code)

 

(212) 973-8600

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

None

 

N/A

 

N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

 

Emerging growth company ☒

 

 


 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 


 

Item 3.02. Unregistered Sales of Equity Securities.

 

On September 28, 2026, AGL Private Credit Income Fund (the “Company”) closed the sale of 2,988,898.38 of the Company’s common shares of beneficial interest, par value $0.001 per share (the “Common Shares”), for an aggregate offering price of $70,000,000. This capital was called pursuant to a drawdown notice delivered to shareholders of the Company on September 14, 2026.

 

The sale of the Common Shares was made pursuant to subscription agreements entered into by the Company and its shareholders. Under the terms of the subscription agreements, shareholders are required to fund drawdowns to purchase Common Shares up to the amount of their respective capital commitments on an as-needed basis with a minimum of 10 days’ prior notice to shareholders.

 

The issuance of the Common Shares is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The Company relied, in part, upon representations from the shareholders in the subscription agreements that each shareholder was an accredited investor as defined in Regulation D under the Securities Act.

 

Item 7.01. Regulation FD Disclosure

 

Recent Developments

 

Subsequent to June 30, 2026, the Company committed to the following additional investment transactions, representing aggregate commitments of approximately $292.6 million. The debt investments carry a weighted average spread of 5.2% and a weighted average loan-to-value ratio of 40.4%, based upon portfolio company financial statements.

Investments (In thousands)

Reference Rate and Spread

Acquisition
Date

Maturity
Date

Commitment ($)

 

Initial Funded Amount ($)

 

Non-controlled/Non-affiliated

 

 

 

 

 

 

 

Debt Investments

 

 

 

 

 

 

 

Automobile Components

 

 

 

 

 

 

 Wheels Bidco, Inc.

SOFR + 5.50%

7/29/2026

11/3/2031

$

25,000

 

$

25,000

 

 

 

 

 

 

 

 

 

Electronic Equipment, Instruments and Components

 

 

 

 

 

 

 Creation Technologies Inc.

SOFR + 5.25%

9/4/2026

9/4/2033

 

50,000

 

 

36,571

 

 

 

 

 

 

 

 

 

Energy Equipment & Services

 

 

 

 

 

 

 C3 AcquisitionCo, LLC

SOFR + 5.00%

9/23/2026

9/23/2032

 

75,000

 

 

50,410

 

 

 

 

 

 

 

 

 

Leisure Products

 

 

 

 

 

 

Reveal Midco, LLC

SOFR + 5.50%

9/17/2026

9/17/2032

 

42,000

 

 

38,500

 

 

 

 

 

 

 

 

 

Machinery

 

 

 

 

 

 

JSG II, Inc.

SOFR + 4.75%

8/31/2026

9/30/2032

 

50,000

 

 

50,000

 

 

 

 

 

 

 

 

 

Professional Services

 

 

 

 

 

 

BNI Intermediate Holdings LLC

SOFR + 5.25%

7/31/2026

8/1/2033

 

44,307

 

 

36,957

 

 

 

 

 

 

 

 

 

Total Non-controlled/Non-affiliated debt investments

$

286,307

 

$

237,438

 

 

 

 

 

 

 

 

 

Equity Investments

 

 

 

 

 

 

 

Leisure Products

 

 

 

 

 

 

Seek Lender Aggregator LLC

N/A

9/17/2026

N/A

 

1,250

 

 

1,250

 

 

 

 

 

 

 

 

 

Energy Equipment & Services

 

 

 

 

 

 

RC VI Power Holdings LLC

N/A

9/23/2026

N/A

 

5,000

 

 

5,000

 

 

 

 

 

 

 

 

 

Total Non-controlled/Non-affiliated equity investments

$

6,250

 

$

6,250

 

 

 

 

 

 

 

 

 

Total Non-controlled/Non-affiliated investments

$

292,557

 

$

243,688

 

 

 

 

 

 

 

 

 

 

 


 

The following table sets forth certain characteristics of the Company’s investment portfolio as of September 25, 2026. Weightings in this table are based on the funded par value of each respective investment as of September 25, 2026. All portfolio company information is presented as of the origination date of each investment.

 

 

 

As of September 25, 2026

Weighted average net leverage

5.7x

Weighted average loan-to-value

 

42.1%

Weighted average interest coverage

2.4x

Financial sponsor backed

 

94.7%

 

 

The information presented under Item 7.01 is being “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act, except as may be expressly set forth by specific reference in such a filing.

 

 

Item 8.01. Other Events.

On September 24, 2026, the Board of Trustees of the Company declared a distribution on the Company’s Common Shares, from taxable earnings, which may include a return of capital and/or capital gains, in an amount equal to $0.60 per share, payable on October 29, 2026 to shareholders of record as of September 24, 2026 (the “Distribution”).

The Distribution will be paid in cash or reinvested in additional Common Shares for shareholders participating in the Company’s dividend reinvestment plan.

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: September 30, 2026

 

AGL PRIVATE CREDIT INCOME FUND

 By:

/s/ Taylor Boswell

Taylor Boswell

Chief Executive Officer