Amendment to Tender Offer Statement (Form SC TO-I/A)

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

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

FINAL AMENDMENT

Private Debt & Income Fund

(Name of Subject Company (Issuer))

Private Debt & Income Fund
(Name of Filing Person(s) (Issuer))

Class I Shares of Beneficial Interest
(Title of Class of Securities)

74277N100
(CUSIP Number of Class of Securities)

Private Debt & Income Fund

2030 1^st Avenue, 3^rd Floor

Seattle, Washington 98121

401-736-7802

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Filing Person(s))

With a copy to:

Terrence Davis, Esq. & Tanya Boyle, Esq.

DLA Piper, LLP

1201 West Peachtree Street

Suite 2900

Atlanta, GA 30309

November 14, 2025

(Date Tender Offer First Published, Sent or Given to Security Holders)

☐

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐

third-party tender offer subject to Rule 14d-1.

☒

issuer tender offer subject to Rule 13e-4.

☐

going-private transaction subject to Rule 13e-3.

☐

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒

This Final Amendment relates to the Issuer Tender Offer Statement on Schedule TO (the "Statement") originally filed on November 14, 2025, (the "Statement Filing Date") by Private Debt & Income Fund (the "Fund") in connection with an offer by the Fund to purchase Shares in an amount up to approximately 5% of the net assets of the Fund ($222,914,099.94 as of September 30, 2025) on the terms and subject to the conditions set forth in the Offer to Purchase dated November 14, 2025 ("Offer to Purchase") and the related Letter of Transmittal. Copies of the Offer to Purchase and the Letter of Transmittal were filed as Exhibit (b) and Exhibit (c) to the Statement on the Statement Filing Date.

This is the Final Amendment to the Statement and is being filed to report the results of the Offer. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase.

The following information is furnished pursuant to Rule 13e-4(c)(4):

1.

The Offer expired at the end of the day on December 26, 2025, at 11:59 p.m., Eastern Time.

2.

101,665.36 Class I Shares were validly tendered and not withdrawn prior to the expiration of the Offer and 101,665.36 Class I Shares were accepted for repurchase by the Fund in accordance with the terms of the Offer.

3.

The Valuation Date for the Shares tendered pursuant to the Offer was December 31, 2025, and the net asset value of Class I Shares tendered pursuant to the Offer was calculated as of the Valuation Date in the amount of $25.21.

4.

Payments of the repurchase prices ($2,562,983.68) of Class I Shares were accepted for purchase and paid for by the Fund in accordance with the terms of the Offer. On or about February 12, 2026, the Fund paid such shareholders ($2,562,983.68) of Class I Shares, representing 100% of the aggregate amount payable in accordance with the terms of the Offer.

Item 12(b). Filing Fee

Signature

After due inquiry and to the best of my knowledge and belief, I certify that the information set out in this statement is true, complete, and correct.

	Private Debt & Income Fund
	/s/ Patrick Kelly
	By:	Patrick Kelly
	Title:	President and Principal Executive Officer