Lord Abbett Private Credit Fund S

03/20/2026 | Press release | Distributed by Public on 03/20/2026 11:21

Annual Report for Fiscal Year Ending DECEMBER 31, 2025 (Form 10-K)

Management's Discussion and Analysis of Financial Condition and Results of Operations (dollar amounts in thousands, except share amounts, per share data, percentages, and as otherwise noted)

The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and related notes and other financial information appearing elsewhere in this Annual Report on Form 10-K. Except as otherwise specified, references to "we," "us," "our," or the "Company" refer to Lord Abbett Private Credit Fund S. This discussion contains forward-looking statements, which relate to future events or the future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those set forth in "Item 1A. - Risk Factors" and elsewhere in this Annual Report on Form 10-K. This discussion should be read in conjunction with the "Cautionary Statement Regarding Forward-Looking Statements" in this Annual Report on Form 10-K. Actual results could differ materially from those implied or expressed in any forward-looking statements.

OVERVIEW

We were formed on September 26, 2024, as a Delaware limited partnership named Lord Abbett Private Credit Fund A, LP. On March 31, 2025, we converted to a Delaware statutory trust and were renamed Lord Abbett Private Credit Fund S. We are a non-diversified, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. We are externally managed by the Adviser, which manages our day-to-day operations and provides us with investment advisory services pursuant to the terms of the Advisory Agreement. The Adviser is registered as an investment adviser with the SEC. We will elect to be treated for U.S. federal income tax purposes, and intend to qualify annually thereafter, as a RIC under Subchapter M of the Code.

The Adviser oversees (subject to the oversight of the Board, a majority of whom are Independent Trustees) the management of our operations and is responsible for making investment decisions with respect to our portfolio pursuant to the terms of the Advisory Agreement. Under the Advisory Agreement, we have agreed to pay the Adviser an annual management fee as well as an incentive fee based on our investment performance. Also, under the Administration Agreement, we have agreed to pay Lord, Abbett & Co. LLC (the "Administrator") an administration fee on a monthly basis.

Our investment objective is to generate current income and, to a lesser extent, long-term capital appreciation, by primarily focusing on directly originated, senior secured loans to U.S. middle market companies.

As a BDC, we may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which are referred to as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of our total assets. "Qualifying assets" are generally privately offered securities issued by U.S. private companies or thinly traded public companies. We may also invest up to 30% of our portfolio opportunistically in "non-qualifying" portfolio investments, such as investments in non-U.S. companies, joint ventures or other interests that are non-qualifying. The Adviser directly originates credit opportunities from a large universe of private equity sponsors, strategic sourcing relationships, intermediaries and other direct lenders, as well as internal Lord Abbett resources.

We generally intend to distribute substantially all of our available earnings annually by paying distributions on a monthly basis, as determined by our Board, in its discretion.

KEY COMPONENTS OF OUR RESULTS OF OPERATIONS

Investments

Our level of investment activity can and does vary substantially from period to period depending on many factors, including the amount of debt available to middle-market companies, the general economic environment and the competitive environment for the type of investments we make.

Revenue

We plan to generate revenue in the form of interest and fee income on debt investments, capital gains, and dividend income from our equity investments in our portfolio companies. Our senior and subordinated debt investments are expected to bear interest at a fixed or floating rate. Interest on debt securities is generally payable quarterly or semiannually. In some cases, some of our investments may provide for deferred interest payments or PIK interest. The principal amount of the debt securities and any accrued but unpaid PIK interest generally will become due at the maturity date. In addition, we may generate revenue in the form of commitment and other fees in connection with transactions. Original issue discounts and market discounts or premiums will be capitalized, and we will accrete or amortize such amounts as interest income. We will record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, will be recognized on an accrual basis to the extent that we expect to collect such amounts. In addition, we generate revenue in the form of commitment, loan origination, structuring or diligence fees, fees for providing managerial assistance to our portfolio companies, and possibly consulting fees.

Expenses

Expense Support and Conditional Reimbursement Agreement

Pursuant to the Expense Support Agreement we have entered into with the Adviser, the Adviser is obligated to advance all of our Other Operating Expenses (each, a "Required Expense Payment") to the effect that such expenses do not exceed 0.70% (on an annualized basis) of the Company's NAV. Any Required Expense Payment must be paid by the Adviser to us in any combination of cash or other immediately available funds and/or offset against amounts due from us to the Adviser or its affiliates. "Other Operating Expenses" means the Company's organizational and offering expenses, professional fees, trustee fees, administration fees, and other general and administrative expenses (including the Company's allocable portion of compensation, overhead (including rent, office equipment and utilities) and other expenses incurred by the Administrator in performing its administrative obligations under the Administration Agreement, excluding the Company's base management and incentive fees owed to the Adviser, financing fees and costs (other than upfront fees on the Company's initial credit facility), brokerage commissions, placement agent fees, costs and expenses of distributing and placing the Common Shares, extraordinary expenses and any interest expenses owed by the Company, all as determined in accordance with GAAP.

The Adviser may elect to pay, at such times as the Adviser determines, certain expenses on our behalf (each, a "Voluntary Expense Payment" and together with a Required Expense Payment, the "Expense Payments"), provided that no portion of the payment will be used to pay shareholder servicing and/or distribution fees, if any, of the Company. Any Voluntary Expense Payment that the Adviser has committed to pay must be paid by the Adviser to us in any combination of cash or other immediately available funds no later than 45 days after such commitment was made in writing, and/or offset against amounts due from us to the Adviser or its affiliates.

Following any month in which Other Operating Expenses are below the Expense Cap on an annualized basis, the Adviser may be reimbursed (a, "Required Reimbursement Payment") for any Required Expense Payment to the extent that (i) the Other Operating Expenses, inclusive of such Required Reimbursement Payment remain at or below the Expense Cap and (ii) the applicable Required Expense Payment was made no more than three (3) years prior to the Required Reimbursement Payment.

Following any calendar month in which Available Operating Funds exceed the cumulative distributions accrued to the Company's shareholders based on distributions declared with respect to record dates occurring in such calendar month (the amount of such excess being hereinafter referred to as "Excess Operating Funds"), we shall pay such Excess Operating Funds, or a portion thereof, to the Adviser until such time as all Voluntary Expense Payments made by the Adviser to the Company within three (3) years prior to the last business day of such calendar month have been reimbursed. Any payments required to be made by the Company with respect to Voluntary Expense Payments shall be referred to herein as a "Voluntary Reimbursement Payment", and together with the Required Reimbursement Payments, the "Reimbursement Payments"). "Available Operating Funds" means the sum of (i) our net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) our net capital gains (including the excess of net long-term capital gains over net short-term capital losses) and (iii) dividends and other distributions paid to us on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above).

No Voluntary Reimbursement Payment for any calendar month shall be made if: (1) the Effective Rate of Distributions Per Share declared by the Company at the time of such Voluntary Reimbursement Payment is less than the Effective Rate of Distributions Per Share at the time the Expense Payment was made to which such Voluntary Reimbursement Payment relates, (2) the Company's Operating Expense Ratio at the time of such Voluntary Reimbursement Payment is greater than the Operating Expense Ratio at the time the Expense Payment was made to which such Voluntary Reimbursement Payment relates, or (3) the Company's Other Operating Expenses at the time of such Voluntary Reimbursement Payment exceeds 0.70% of the Company's NAV. "Effective Rate of Distributions Per Share" means the annualized rate (based on a 365-day year) of regular cash distributions per share exclusive of returns of capital and declared special dividends or special distributions, if any. The "Operating Expense Ratio" is calculated by dividing Operating Expenses, less organizational and offering expenses, base management and incentive fees owed to the Adviser, shareholder servicing and/or distribution fees, if any, and interest expense, by the Company's net assets. "Operating Expenses" means all of the Company's operating costs and expenses incurred, as determined in accordance with GAAP for investment companies.

The Company's obligation to make a Reimbursement Payment shall automatically become a liability of the Company on the last business day of the applicable calendar month, except to the extent the Adviser has waived its right to receive such payment for the applicable month.

The Expense Support Agreement is effective until April 1, 2026 and shall renew automatically for successive one-year terms thereafter unless either the Company or the Adviser determines to terminate it and so notifies the other party. Either the Company or the Adviser may terminate the Expense Support Agreement at any time, with or without notice, without the payment of any penalty, provided that any Expense Payments that have not been reimbursed by the Company to the Adviser will remain the obligation of the Company following any such termination, subject to the terms of the Expense Support Agreement.

The following table presents a cumulative summary of the expense payments and reimbursement payments since the Company's commencement of operations:

For the Quarter Ended Required Expense
Payments by
Adviser
Required
Reimbursement
Payments to Adviser
Unreimbursed
Expense Payments
Reimbursement
Eligibility
Expiration
December 31, 2024 95 (39 ) 56 December 31, 2027
March 31, 2025 413 - 413 March 31, 2028
June 30, 2025 316 - 316 June 30, 2028
September 30, 2025 310 - 310 September 30, 2028
December 31, 2025 639 - 639 December 31, 2028
Total $ 1,773 $ (39 ) $ 1,734

PORTFOLIO AND INVESTMENT ACTIVITY

Our portfolio is presented below:

As of
December 31, 2025
As of
December 31, 2024
Cost Fair Value % of Total
Investments at
Fair Value
Cost Fair Value % of Total
Investments at
Fair Value
First Lien Secured Debt $ 290,356 $ 291,011 91% $ 43,714 $ 43,714 100.0%
Second Lien Secured Debt 8,695 8,730 3 - - -
Equity 110 110 -(a) - - -
Investments in Joint Venture 18,756 18,764 6 - - -
Total Investments at Fair value $ 317,917 $ 318,615 100.0% $ 43,714 $ 43,714 100.0%
(a) Amount is less than 1%

Our debt portfolio displayed the following characteristics of each of our investments:

December 31, 2025 December 31, 2024
Number of portfolio companies 40 5
Percentage of performing debt bearing a floating rate 100% 100%
Percentage of performing debt bearing a fixed rate 0% 0%
Percentage of our total portfolio on non-accrual 0% 0%

The following table presents information concerning portfolio companies to which the Company has made loans:

Portfolio Company Metrics(1):
Median 12-month EBITDA: $75 million
Weighted average net leverage: 4.5x(2)(3)
Weighted average loan to value: 40%(2)(4)
Weighted average interest coverage: 2.5x(2)(5)
Weighted average yield on debt investments, at cost: 9.2%(6)
(1) Amounts were derived from the most recently available financial statements provided by portfolio companies which have not been independently verified by us and may reflect a normalized or adjusted amount. Such amounts have not been independently estimated by us, and accordingly, we take no responsibility for such numbers and make no representation or warranty in respect of this information.
(2) Weighted average metrics are calculated as a percentage of funded par value of debt investments.
(3) Net leverage is the ratio of total senior debt minus cash divided by EBITDA and taking into account leverage through the tranche to which the Company is a lender.
(4) Calculated using total senior debt minus cash divided by total enterprise value estimated by the private equity sponsor or market comparables.
(5) Interest coverage for a particular portfolio company is calculated by taking EBITDA and dividing by annualized latest reported interest expense.
(6) Computed as (a) the annual stated spread, plus reference rate, as applicable, plus the annual accretion of discounts, plus the annual unused fees, as applicable on debt securities divided by (b) total debt investments at par value included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented herein.

Investment Activity

Our investment activity is presented below:

For the Year ended
December 31, 2025
Investment Activity
Investments, beginning of year $ 43,714
New investments purchased 316,215
Investments sold or repaid (42,710 )
Net accretion of discount on investments 609
Net realized gain (loss) on investments 89
Net change in unrealized appreciation/(depreciation) 698
Investments, end of year $ 318,615
Portfolio Companies
Portfolio companies, beginning of year 5
Number of new investment commitments in portfolio companies 37
Number of investment commitments exited or fully repaid 2
Number of portfolio companies at year end 40
Count of investments 41
Count of industries 21

CONSOLIDATED RESULTS OF OPERATIONS

The following table represents our operating results:

For the Year Ended
December 31, 2025
For the period from
November 4,
2024 (commencement of
operations) to December
31, 2024
Total investment income $ 19,057 $ 453
Less: Net expenses 11,140 301
Net investment income before taxes 7,917 152
Net investment income after taxes 7,917 152
Net change in unrealized appreciation (depreciation) 671 -
Net realized gain (loss) 89 -
Net increase (decrease) in net assets resulting from operations $ 8,677 $ 152

Investment Income

Increase in investment income for the year ended December 31, 2025 was driven by deployment of capital, interest income from our investments, and change in invested balance. The composition of our investment income for the year ended December 31, 2025 and for the period from November 4, 2024 (commencement of operations) to December 31, 2024 was as follows (dollars in thousands):

For the Year Ended
December 31, 2025
For the period from
November 4,
2024 (commencement of
operations) to December
31, 2024
Investment income:
Non-controlled/non-affiliated investments:
Interest income $ 17,476 $ 446
Fee income 534 7
Controlled/affiliated investments:
Dividend income 1,047 -
Total Investment Income $ 19,057 $ 453

Expenses:

Expenses were as follows:

For the Year
Ended December
31, 2025
For the period from
November 4, 2024
(commencement of
operations) to December
31, 2024
Expenses:
Interest expense $ 8,323 $ 342
Organizational costs 180 -
Income incentive fees 1,081 -
Capital gains incentive fees 85 -
Management fees 763 -
Professional fees 1,406 38
Administration fees 191 -
Distribution and shareholder servicing fees 608 -
Other general & administrative 190 16
Amortization of offering costs - -
Total Expenses $ 12,827 $ 396
Expense reimbursement (1,639) (95)
Management fees waived (48) -
Net expenses $ 11,140 $ 301

Total expenses before expense support as of December 31, 2025, consisted primarily of interest and debt financing expenses incurred in connection with our borrowings, accounting and reporting fees, and legal. We anticipate expenses to continue to grow consistent with capital deployment and borrowings over time.

Interest and Other Financing Expenses

Interest expenses, including unused commitment fees, amortization of debt issuance costs and deferred financing costs for the year ended December 31, 2025 and for the period from November 4, 2024 (commencement of operations) to December 31, 2024, were $8,323 and $342, respectively. The combined weighted average interest rate (excluding unused fees and financing costs) of the aggregate borrowings outstanding for the year ended December 31, 2025 and for the period from November 4, 2024 (commencement of operations) to December 31, 2024, was 6.35% and 6.83%, respectively. For the year ended December 31, 2025, interest and other debt expenses increased, primarily driven by the increase in the size of our portfolio and corresponding increase in our debt facility usage.

Net Realized Gain (Loss) and Unrealized Gain (Loss) on Investments

Net realized gain (loss) and unrealized gain (loss) on investments were as follows:

For the Year Ended
December 31, 2025
For the period from
November 4, 2024
(commencement of
operations) to December
31, 2024
Net realized and unrealized gain (loss):
Net realized gain (loss):
Non-controlled/non-affiliated investments $ 89 $ -
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments 663 -
Controlled/affiliated investments 8 -
Net realized and unrealized gain (loss) $ 760 $ -

For the year ended December 31, 2025 and for the period from November 4, 2024 (commencement of operations) to December 31, 2024, net change in unrealized appreciation/(depreciation) on our investments was $671 and $0, respectively, which was primarily the result of the changes in spreads in the primary and secondary markets.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

We generate cash from the net proceeds of offerings of our Common Shares, net borrowings from our credit facilities and unsecured debt, and cash flows from interest and fees earned from our investments and principal repayments and proceeds from sales of our investments. We may also fund a portion of our investments through borrowings from banks and issuances of senior securities, including before we have fully invested the proceeds of any closing of our continuous private offering of our Common Shares.

Our primary use of cash is investments in portfolio companies, payments of our expenses, funding repurchases under our share repurchase program and payment of cash distributions to our shareholders. Details of our credit facilities are described in "Note 5 - Debt" to the Consolidated Financial Statements. The average debt-to-equity leverage ratio during the period 9/30/2025-12/31/2025 was approximately 1.33x. We may also, from time to time, enter into new credit facilities, increase the size of existing credit facilities or issue additional debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors.

Unregistered Sales of Equity Securities

The following table summarizes the total proceeds received from capital contributions/shares sold for the year ended December 31, 2025:

Date Shares Issued Proceeds Received
February 12, 2025 N/A(1) $ 7,500
February 27, 2025 N/A(1) 14,300
March 28, 2025 N/A(1) 15,000
April 30, 2025 1,000,801 25,000
June 30, 2025 796,178 20,000
August 1, 2025 318,835 8,003
September 2, 2025 199,203 5,000
October 1, 2025 119,617 3,000
November 3, 2025 119,570 3,000
December 1, 2025 239,425 6,005
Total 2,793,629 $ 106,808
(1) Prior to March 31, 2025 (the "Conversion Date"), the Company did not issue shares. Effective March 31, 2025, all proceeds received from capital contributions were converted into Common Shares, formalizing the unitization of Lord Abbett Private Credit Fund S. On this date, 2,280,000 shares were issued and outstanding at a par value of $0.01.

The following table summarizes the Company's distributions declared and payable for the year ended December 31, 2025:

Date Declared Record Date Payment Date Per Share Total Amount
March 28, 2025 March 28, 2025 March 28, 2025 N/A(1) $ 984
June 30, 2025 June 30, 2025 July 10, 2025 0.45 1,850
July 24, 2025 July 31, 2025 August 27, 2025 0.21 857
August 25, 2025 August 31, 2025 September 26, 2025 0.21 923
September 23, 2025 September 30, 2025 October 28, 2025 0.19 873
October 22, 2025 October 31, 2025 November 26, 2025 0.19 896
November 21, 2025 November 30, 2025 December 23, 2025 0.19 918
December 19, 2025 December 31, 2025 January 28, 2026 0.19 964
Total $ 8,265
(1) Prior to the Conversion Date, the Company had no shares outstanding.

Dividend Reinvestment Plan

Shareholders, whose Common Shares are registered with State Street Bank and Trust Company (the "Agent"), will automatically be enrolled (the "Participants") in the Company's Dividend Reinvestment Plan (the "DRIP"). The Company will declare its income dividends or capital gains or other distributions ("Distributions") payable in Common Shares, or, at the option of shareholders, in cash. Therefore, each Participant will have all Distributions, net of any applicable U.S. withholding taxes, on his or her Common Shares automatically reinvested (net of applicable withholding tax) in additional Common Shares, unless such Participant elects to receive such Distributions in cash by contacting the Agent. An election to receive cash may be revoked or reinstated at the election of the shareholders. On the payment date for a Distribution, the Agent shall receive newly issued Common Shares ("Additional Shares"), including fractions, from the Company for each Participant's account. The number of Additional Shares to be credited shall be determined by dividing the dollar amount of the Distribution by the net asset value per Share on the payment date. The net asset value per Share on a particular date shall be the amount calculated on that date (or if not calculated on such date, the amount most recently calculated) by or on behalf of the Company in accordance with the Company's current private placement memorandum. It is contemplated that the Company will pay dividends at least quarterly. If, for any reason beyond the control of the Agent, reinvestment of the Distributions cannot be completed within thirty (30) days after the applicable payment date for such Distribution, funds held by the Agent on behalf of a Participant will be distributed to that Participant. As of December 31, 2025 no shareholders elected DRIP for distributions.

Share Repurchase Program

The Company commenced a share repurchase program in which it intends to repurchase up to 5% of the Company's common shares outstanding as of the close of the previous calendar quarter, at the discretion of the Board. The Board may amend, suspend or terminate the share repurchase program if in its reasonable judgment it deems such action to be in the Company's best interest and the best interest of our shareholders. As a result, share repurchases may not be available each quarter. Should the Board suspend the share repurchase program, the Board will consider whether the continued suspension of the program is in the best interests of the Company and its shareholders on a quarterly basis. However, the Board is not required to authorize the recommencement of the share repurchase program within any specified period of time. The Company intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Exchange Act. All shares purchased by the Company pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

On October 29, 2025, under the Company's share repurchase program, the Company made a tender offer to purchase up to 219,790.70 Common Shares, which represented approximately 5% of the Company's outstanding shares as of August 31, 2025. The tender offer was for cash at a price equal to the net asset value per share as of December 31, 2025. The offer expired at 11:59 P.M., Eastern Time, on November 28, 2025. No shares were validly tendered prior to the expiration of the offer.

Debt

The Company's outstanding debt obligations were as follows:

As of December 31, 2025
Aggregate
Principal
Committed
Outstanding
Principal
Less
Unamortized Deferred
Financing Cost
Carrying Value per
Consolidated
Statement of
Assets
and Liabilities
BNP Revolving Credit Facility $ 250,000 $ 113,200 $ 2,831 $ 110,369
ING Revolving Credit Facility 125,000 82,327 (1) 1,691 80,636
Total $ 375,000 $ 195,527 $ 4,522 $ 191,005
(1) Net of ($28) in unrealized depreciation related to foreign currency translations.
As of December 31, 2024
Aggregate
Principal
Committed
Outstanding
Principal
Less
Unamortized Deferred
Financing Cost
Carrying Value per
Consolidated
Statement of
Assets
and Liabilities
BofA Credit Facility $ 100,000 $ 27,300 $ 111 $ 27,189
Total $ 100,000 $ 27,300 $ 111 $ 27,189

On May 23, 2025, the Company entered into a participation agreement (the "Participation Agreement") with Macquarie Bank Limited ("Macquarie"). The Company would transfer investments to Macquarie for cash and repurchase the same investment on a forward settlement basis. The repurchase transaction would have a settlement date of up to 60 days. The repurchase transaction under the Participation Agreement is a type of secured borrowing, in which the Company would retain the economics of the investment and would pay an interest charge. On July 10, 2025, the Company terminated its Participation Agreement with Macquarie and repaid all outstanding principal and interest balances. The amount of interest incurred under the Participation Agreement for the year ended December 31, 2025, was $115, which equated to an effective interest rate of 7.33%. Interest expense incurred under the Participation Agreement is included on the Consolidated Statements of Operations as "Interest expense".

RECENT DEVELOPMENTS

Refer to Item 8: Consolidated Financial Statements, "Note 10 - Subsequent Events" included in this Annual Report on Form 10-K.

OFF-BALANCE SHEET ARRANGEMENTS

Other than contractual commitments and other legal contingencies incurred in the normal course of our business, we do not expect to have any off-balance sheet financings or liabilities. We will engage in certain transactions that may receive off-balance sheet accounting treatment, including joint venture transactions. On May 6, 2025, we entered into a limited liability company agreement with Stifel Bank & Trust ("Stifel") to establish a joint venture to make certain loans consisting of primarily middle market club loans and direct lending loans to U.S. issuers. The joint venture is called SBLA Private Credit II LLC ("SBLA II JV"). All portfolio decisions and generally all other decisions in respect of SBLA II JV must be approved by the board of SBLA II JV consisting of representatives of the Company and Stifel (generally with approval from a representative of each required). We and Stifel have equal voting rights with respect to the joint venture. The Company does not consolidate the SBLA II JV. We may enter into additional joint venture agreements in the future.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies should be read in connection with our risk factors described in "Item 1A. Risk Factors." See "Item 8. Consolidated Financial Statements and Supplementary Data-Notes to Consolidated Financial Statements-Note 2. Significant Accounting Policies" of our Annual Report on Form 10-K for the year ended December 31, 2025.

Valuation of Portfolio investments

The Company is required to report its investments for which current market values are not readily available at fair value. The Company values its investments in accordance with Rule 2a-5 under the 1940 Act and FASB ASC 820, Fair Value Measurement ("ASC 820"), which defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date. ASC 820 prioritizes the use of observable market prices derived from such prices over entity-specific inputs. Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a ready market for these investments existed, and these differences could be material.

We expect to determine our NAV for our Common Shares each month as of the last day of each calendar month. The NAV per share of our Common Shares is determined by dividing the value of total assets minus liabilities by the total number of Common Shares outstanding at the date as of which the determination is made.

The Company values its investments, upon which its NAV is based, in accordance with ASC 820, which defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also provides a framework for measuring fair value, establishes a fair value hierarchy based on the observability of inputs used to measure fair value and prescribes disclosure requirements for fair value measurements.

Pursuant to Rule 2a-5, the Board has designated the Adviser as the valuation designee responsible for valuing all of the Company's investments, including making fair valuation determinations as needed. The Adviser has established a fair value committee (the "Fair Value Committee") to carry out the day-to-day fair valuation responsibilities and has adopted policies and procedures to govern activities of the Fair Value Committee and the performance of functions required to determine the fair value of a fund's investments in good faith. These functions include periodically assessing and managing material risks associated with fair value determinations, selecting, applying, reviewing, and testing fair value methodologies, monitoring for circumstances that may necessitate the use of fair value, and overseeing and evaluating pricing services used.

In accordance with the Adviser's policies and procedures, which have been approved by the Board, investments, including debt securities, that are publicly traded but for which no readily available market quotations exist are generally valued on the basis of information furnished by an independent third-party pricing service that uses a valuation matrix which incorporates both dealer-supplied valuations and electronic data processing techniques. To assess the continuing appropriateness of pricing sources and methodologies, the Adviser regularly performs price verification procedures and issues challenges as necessary to independent pricing services or brokers, and any differences are reviewed in accordance with the valuation procedures. The Adviser does not adjust the prices unless it has a reason to believe market quotations or prices received from third-party pricing services are not reflective of the fair value of an investment. Investments that are not publicly traded or whose current market prices or quotations are not readily available, as will be the case for a substantial portion of the Company's investments, are valued at fair value as determined by the Adviser in good faith pursuant to the Adviser's Board-approved policies and procedures. Factors used in determining fair value vary by investment type and may include market or investment specific events, transaction data, estimated cash flows, and market observations of comparable investments. In determining fair value of the Company's loan investments, the types of factors that the Fair Value Committee may take into account generally include comparison to publicly-traded securities including such factors as yield, maturity and measures of credit quality, the enterprise value of the portfolio company, the nature and realizable value of any collateral, the portfolio company's ability to make payments and its earnings and discounted cash flows, the markets in which the portfolio company does business and other relevant factors.

The Company has engaged an independent valuation firm to prepare month-end valuation recommendations for which market quotations are not readily available as of the last calendar day of each month. The independent valuation firm undertakes a full analysis of the investments and provides estimated fair values for such investments to the Adviser. The independent valuation firm also provides analyses to support their valuation methodology and calculations. The Adviser's Fair Value Committee reviews and approves each valuation recommendation and confirms it has been calculated in accordance with the Board-approved policies and procedures. The Fair Value Committee manages the Company's fair valuation practices and maintains the fair valuation policies and procedures. The Adviser reports to the Board information regarding the fair valuation process and related material matters. The Board may determine to modify its designation of the Adviser as valuation designee, relating to any or all Company investments, at any time.

Valuation techniques used to value the Company's investments by major category are as follows:

Equity securities and other investments, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price (in the case of securities and futures) or the mean of the closing bid and offer (in the case of options) as reported by a third-party pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price or may be valued using the last available price. For foreign equity securities, when market or security specific events arise, comparisons to the valuation of American Depositary Receipts (ADRs), futures contracts, Exchange-Traded Funds (ETFs) and certain indexes as well as quoted prices for similar securities may be used. For equity securities, including restricted securities, where observable inputs are limited, assumptions about market activity and risk are used.
Debt securities that are publicly traded, including restricted securities, are valued based on evaluated prices received from third party pricing services or from brokers who make markets in such securities. Preferred securities are valued by pricing services who utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type or by broker-supplied prices. When independent prices are unavailable or unreliable, debt securities may be valued utilizing pricing methodologies which consider similar factors that would be used by third party pricing services.
Investments in open-end investment companies are valued at their closing NAV.
Investments, including private placements, for which observable inputs are not available are generally valued using one or more valuation methods including the market approach, the income approach and cost approach. The market approach considers factors including the price of recent investments in the same or a similar security or financial metrics of comparable securities. The income approach considers factors including expected future cash flows, security specific risks and corresponding discount rates. The cost approach considers factors including the value of the security's underlying assets and liabilities.

CONTRACTUAL OBLIGATIONS

We have entered into the Advisory Agreement with the Adviser to provide us with investment advisory services and the Administration Agreement with the Administrator to provide us with administrative services. Payments for investment advisory services under the Advisory Agreements and payment for administration services under the Administration Agreement are described in "Item 1. Business - Management Agreements."

We currently have one credit facility and our wholly owned subsidiary, Lord Abbett PCF Financing S LLC has a credit facility. We or our wholly-owned subsidiaries may establish more credit facilities or enter into other financing arrangements to facilitate investments and the timely payment of our expenses. It is anticipated that any such credit facilities will bear interest at floating rates at to-be-determined spreads over SOFR (or other applicable reference rate). We cannot assure shareholders that we will be able to enter into a credit facility on favorable terms. In connection with a credit facility or other borrowings, lenders may require us to pledge assets, commitments and/or drawdowns (and the ability to enforce the payment thereof) and may ask to comply with affirmative or negative covenants that could have an effect on our operations.

RELATED PARTY TRANSACTIONS

We have entered into a number of business relationships with affiliated or related parties, including the following:

the Advisory Agreement
the Administration Agreement; and
the Expense Support Agreement

In addition to the aforementioned agreements, the SEC has granted an exemptive order (the "Order") that permits the Adviser, among other things, to co-invest our assets with the assets of certain other persons in negotiated transactions, including certain affiliates of the Adviser and certain funds managed and controlled by the Adviser and its affiliates. Co-investment under the Order is subject to certain conditions therein, including the condition that, in the case of each co-investment transaction, the Board of Trustees determines that it would be in the Company's best interest to participate in the transaction. Neither we nor the affiliated funds are obligated to invest or co-invest when investment opportunities are referred to us or them.

See "Note 3 - Related Party Transactions" to the consolidated financial statements for information on the Company's related party transactions.

Lord Abbett Private Credit Fund S published this content on March 20, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 20, 2026 at 17:21 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]