AB Private Lending Fund

Overview

• Structure: Externally managed, non‑diversified, closed‑end management investment company that elected to be treated as a Business Development Company (BDC) under the 1940 Act. Formed as a Delaware statutory trust on June 8, 2023; commenced operations on April 30, 2024.
• Management: Investment activities are managed by AB Private Credit Investors LLC (the Adviser), an affiliate of AllianceBernstein L.P. AB High Yield serves as sub‑adviser for broadly syndicated loans and other liquid investments.
• Tax status: The Fund has elected to be treated as a regulated investment company (RIC) for U.S. federal income tax purposes and intends to qualify annually.
• Share classes: Class S, Class D, and Class I common shares.

Investment objective and strategy

• Objective: Generate attractive risk‑adjusted returns, with an emphasis on current income and select investments that may provide long‑term capital appreciation.
• Core strategy: Primarily directly originated, privately negotiated senior secured credit investments in U.S. middle‑market issuers, often private equity‑backed. The Fund also targets broadly syndicated loans and high yield bonds to assist deployment, provide liquidity, and capture opportunistic investments.
• Target company profile: Typical investments are in U.S. middle‑market companies with enterprise values of approximately $200 million to $2.0 billion and/or EBITDA of $10 million to $75 million at the time of investment. The Fund may invest in larger or smaller companies if consistent with AB‑PCI’s process and return objectives.
• 80% policy: Under normal circumstances, at least 80% of total assets (net assets plus borrowings for investment purposes) will be invested in private credit and credit‑related instruments (loans, notes, bonds, etc.). Changes to the 80% threshold require at least 60 days’ notice to shareholders.
• Liquidity allocation: A minority allocation to broadly syndicated loans and corporate high yield bonds is maintained to facilitate deployment, provide liquidity for share repurchases, and pursue opportunistic investments.

Initial portfolio

• Acquisition: On May 1, 2024, prior to the Fund’s BDC election, the Fund acquired a select portfolio of directly originated private corporate loans from Equitable Financial Life Insurance Company (an affiliate of Equitable Holdings, Inc.) to form the Initial Portfolio.
• Consideration: The Initial Portfolio was acquired through the issuance of 4,400,000 Class I shares at $25.00 per share, for a purchase price of $281.3 million.
• Financing: $171.3 million of the purchase was financed using $178.0 million of borrowings under the Scotia Credit Facility.

Financing, leverage and collateral

• Financing tools: The Fund may use credit facilities, unsecured notes, debt securitizations, and other financing arrangements to support investments and liquidity.
• Securitization and senior issuance: The Fund may securitize assets (including CLOs) and issue senior securities, subject to asset coverage requirements.
• Asset coverage: The Fund has adopted a 150% asset coverage ratio for senior securities. In other words, for every $100 of net assets, up to $200 can be raised through debt or senior securities.
• Collateral and covenants: Lenders may require pledges of assets and compliance with covenants; the Fund may use various forms of collateralized financing and financing structures.

Economics and fees

• Advisory arrangement: The Adviser provides day‑to‑day management, portfolio construction, due diligence, monitoring, financing, and related services under an Advisory Agreement. The Adviser receives a management fee and incentive fees and is reimbursed for certain administrative costs under the Administration Agreement.
• Management fee: 1.25% per year of net assets (calculated as of the beginning of each month’s calendar day), with net assets defined on a consolidated GAAP basis.
• Incentive fees:
  • Income‑based incentive fee: Calculated on Pre‑Incentive Fee Net Investment Income Returns for each class, with a quarterly hurdle of 1.25% (5.0% annualized). Includes a catch‑up mechanism and a 12.5% share after the hurdle, subject to the waterfall described in the prospectus.
  • Capital gains incentive fee: 12.5% of cumulative realized capital gains (net of realized losses and unrealized depreciation) from inception through year‑end, paid annually.
• Sub‑advisory split: AB High Yield receives 25% of the Adviser’s management fee and 25% of the Adviser’s incentive fees for sub‑advisory services.
• Administration and reimbursements: The Administrator (AB Private Lending Fund LLC) provides administrative and compliance services and is reimbursed for costs and the Fund’s allocable share of personnel costs; the Administrator does not charge a separate fee for its services as Administrator.
• Expense support and reimbursement: The Adviser has an Expense Support and Conditional Reimbursement Agreement under which it may advance operating expenses in excess of 1.00% (annualized) of the Fund’s NAV. Reimbursements are subject to limits and conditions, including availability of Operating Funds. As of December 31, 2025, unreimbursed expense payments totaled $6,338,120.

Liquidity, distributions and repurchases

• Distributions: Regular monthly distributions are anticipated, subject to earnings, cash flow, and compliance with RIC distribution requirements.
• Share repurchase program: The Fund maintains a quarterly repurchase program offering to repurchase up to 5% of outstanding common shares (as of the end of the prior quarter). Repurchases are generally at NAV with an Early Repurchase Deduction of 2% for shares held less than one year, with certain waivers (e.g., death, divorce, qualified disability). The program is discretionary and may be amended, suspended, or terminated by the Board.

People and staffing

• Employees: The Fund has no employees and does not intend to hire employees.
• Staffing model: Investment sourcing, underwriting, and day‑to‑day operations are performed by the Adviser and its affiliates. The Adviser’s dedicated origination team consists of 10 professionals. AB‑PCI sources approximately 1,000 investment opportunities per year through more than 250 financial sponsor relationships and its platform includes over 225 portfolio companies that commonly seek incremental financing.

Affiliations and scale

• Adviser: AB Private Credit Investors LLC, an affiliate of AllianceBernstein.
• AB scale: AllianceBernstein reported approximately $867 billion in assets under management as of December 31, 2025.
• AB‑PCI track record: Since inception, AB‑PCI has invested more than $36.0 billion of committed assets across nearly 800 transactions.
• Capabilities: AB maintains global research, portfolio management, and client service resources; AB High Yield provides specialized sub‑advisory capabilities in syndicated loans and high yield markets.

Governance, co‑investments and other considerations

• Compliance: The Fund’s structure and governance are designed to comply with BDC rules under the 1940 Act, including limits on ownership, leverage, and portfolio concentration.
• Securitizations and derivatives: The Fund may invest in CLOs and securitizations and may employ derivative instruments and other leverage strategies in compliance with Rule 18f‑4 and related regulations.
• Co‑investments: The Fund may engage in co‑investments with affiliated funds and other accounts under specific SEC relief arrangements, with board oversight and reporting obligations. The New Order, effective February 4, 2026, changes co‑investment relief and allocation mechanics.

Summary

AB Private Lending Fund is a BDC that raises and deploys capital primarily into directly originated private credit for U.S. middle‑market companies, with a minority allocation to syndicated loans and high‑yield bonds for liquidity and opportunistic needs. The Fund relies on AB‑PCI for sourcing, underwriting, monitoring, and structuring, and on AB High Yield for certain liquid credit investments. The Fund maintains an 80% minimum private credit policy and a 150% asset‑coverage framework for senior securities, began operations in 2024, and operates under a comprehensive fee and liquidity framework, including a quarterly share repurchase program. All investment and operating personnel are provided by the Adviser and its affiliates.