Prudential (PFH) unit adds 1.4M Private Credit Fund Class I shares

Rhea-AI Filing Summary

Pruco Life Insurance Company, a subsidiary of Prudential Financial’s insurance arm, purchased 1,406,738.649 Class I common shares of Private Credit Fund at $24.87 per share on January 23, 2026. This brings its indirect beneficial holdings to 7,709,623.515 shares.

The subscription was accepted on December 30, 2025, with the final share amount set when the issuer determined the purchase price. Some of the reported holdings include shares issued through the fund’s dividend reinvestment plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

PRUDENTIAL INSURANCE CO OF AMERICA

(Last) (First) (Middle)

751 BROAD STREET

(Street)

NEWARK NJ 07102

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PGIM Private Credit Fund [ NONE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class I common shares of beneficial interest, par val $0.001	01/23/2026(1)		P		1,406,738.649	A	$24.87	7,709,623.515(2)	I	See Footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

PRUDENTIAL INSURANCE CO OF AMERICA

(Last) (First) (Middle)

751 BROAD STREET

(Street)

NEWARK NJ 07102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

PRUDENTIAL FINANCIAL INC

(Last) (First) (Middle)

751 BROAD STREET

(Street)

NEWARK NJ 07102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

PRUCO LIFE INSURANCE CO

(Last) (First) (Middle)

213 WASHINGTON STREET

(Street)

NEWARK NJ 07102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On December 30, 2025, Pruco Life Insurance Company's subscription to purchase Class I common shares of beneficial interest, par value $0.001 (the "Common Shares") was accepted. On January 23, 2026, the number of Common Shares being purchased by Pruco Life Insurance Company was fixed when the purchase price per share was determined by the Issuer.

2. Includes Common Shares issued pursuant to the Issuer's dividend reinvestment plan as of the date of this filing.

3. Common Shares are directly held by Pruco Life Insurance Company. Pruco Life Insurance Company is a wholly owned subsidiary of The Prudential Insurance Company of America, which in turn is a wholly owned subsidiary of Prudential Financial, Inc.

	The Prudential Insurance Company of America, By: /s/ Andrew French, Name: Andrew French, Title: Attorney-in-Fact	01/27/2026
	Prudential Financial, Inc., By: /s/ Andrew French, Name: Andrew French, Title: Second Vice President	01/27/2026
	Pruco Life Insurance Company, By: /s/ Andrew French, Name: Andrew French, Title: Attorney-in-Fact	01/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Prudential (PFH) report in this Form 4?

Prudential-related entity Pruco Life Insurance Company purchased 1,406,738.649 Class I common shares of Private Credit Fund at $24.87 per share. The filing shows this as an indirect beneficial holding tied to Prudential’s insurance subsidiaries.

How many Private Credit Fund shares does the Prudential (PFH) group now beneficially own?

After the reported purchase, entities tied to Prudential, through Pruco Life Insurance Company, beneficially own 7,709,623.515 Class I common shares of beneficial interest. This figure also reflects shares accumulated via the fund’s dividend reinvestment plan.

Who actually holds the Private Credit Fund shares reported for Prudential (PFH)?

The shares are directly held by Pruco Life Insurance Company. Pruco Life is a wholly owned subsidiary of The Prudential Insurance Company of America, which itself is wholly owned by Prudential Financial, Inc., creating a multi-level ownership chain.

What dates are important in this Prudential (PFH) Form 4 transaction?

The issuer accepted Pruco Life Insurance Company’s subscription on December 30, 2025. On January 23, 2026, the purchase price was determined, fixing the number of Class I common shares acquired and triggering the Form 4 reporting requirement.

How was the purchase price determined for the Private Credit Fund shares linked to Prudential (PFH)?

The number of Class I common shares purchased by Pruco Life Insurance Company was fixed on January 23, 2026, when the issuer determined the purchase price per share of $24.87, establishing both the transaction value and final share count.