Principal Private Credit Fund I
05/28/2026 | Press release | Distributed by Public on 05/28/2026 06:08
Annual Report by Investment Company (Form N-CSR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
|
Investment Company Act file number
|
811-23954
|
|
Principal Private Credit Fund
|
(Exact name of registrant as specified in charter)
|
711 High Street, Des Moines, IA 50392
|
(Address of principal executive offices) (Zip code)
|
Principal Global Investors, LLC, 801 Grand Avenue, Des Moines, IA 50309
|
(Name and address of agent for service)
|
Registrant's telephone number, including area code:
|
515-235-1719
|
|
Date of fiscal year end:
|
March 31, 2026
|
|
Date of reporting period:
|
March 31, 2026
|
ITEM 1 - REPORT TO STOCKHOLDERS
(a) The following is a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1).
(b) Not applicable.
Principal
Private
Credit
Fund
Annual
Report
March
31,
2026
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Table
of
Contents
Not
FDIC
or
NCUA
insured
May
lose
value
•
Not
a
deposit
•
No
bank
or
credit
union
guarantee
Not
insured
by
any
Federal
government
agency
Economic
&
Financial
Market
Review
1
Important
Fund
Information
2
Management's
Discussion
of
Fund
Performance
(unaudited)
3
Consolidated
Financial
Statements
4
Notes
to
Consolidated
Financial
Statements
8
Consolidated
Schedule
of
Investments
18
Consolidated
Financial
Highlights
(includes
performance
information)
26
Report
of
Independent
Registered
Public
Accounting
Firm
28
Shareholder
Expense
Example
29
Supplemental
Information
30
1
Economic
&
Financial
Market
Review
Global
economic
growth
was
resilient
in
2025
despite
rising
policy
uncertainty
and
elevated
tariffs.
While
most
countries'
GDP
growth
came
in
lower
than
forecasted,
recession
was
avoided.
With
2.1%
real
GDP
growth,
the
U.S.
remained
the
fastest
growing
economy
among
major
developed
countries.
Significant
AI
investment
spending
continued,
and
its
impact
seemingly
broadened
out
to
other
industrial
sectors.
Elsewhere,
the
fiscal
overhaul
in
Germany
is
expected
to
lift
GDP
growth
in
2026.
In
Japan,
the
reflation
theme
continued.
China's
economy
was
also
resilient
with
the
help
of
consumption
stimulus
and
strong
exports.
Global
inflation
was
stable
around
2.6%
in
the
last
twelve
months,
but
risks
of
reflation
are
on
the
rise
as
oil
supply
becomes
a
significant
concern.
In
the
U.S.,
the
Federal
Reserve
resumed
rate
cuts,
tightening
75bps
in
the
last
twelve
months
due
to
normalizing
services
inflation
and
labor
softness.
However,
the
cutting
cycle
was
paused
again
as
elevated
oil
prices
could
put
upward
pressure
on
inflation.
The
latest
dot
plot
implies
no
further
rate
movement
in
2026.
Global
policy
rates
fell
by
70bps
in
the
last
twelve
months-90bps
in
emerging
markets
(EM)
and
57bps
in
developed
markets
(DM).
Global
manufacturing
Purchasing
Managers'
Index
(PMI)
finally
rose
above
50
in
January
2026,
breaking
a
21-month
streak
of
below
50
readings.
1
March's
reading
came
in
at
51.6.
Additionally,
both
emerging
markets
and
developed
markets
PMIs
were
above
50
in
March.
Global
earnings
growth
was
moderate.
The
MSCI
All
Country
World
Index
(ACWI)
trailing
twelve
months
earnings
per
share
growth
(TTM
EPS)
was
up
11%
compared
to
the
same
time
last
year.
The
S&P
500
saw
12%
earnings
growth,
while
the
MSCI
World
ex-U.S.
Index
saw
4%
growth.
Within
the
U.S.,
large-cap
growth
stocks,
represented
by
the
Russell
1000
Growth
Index,
delivered
the
highest
earnings
growth
at
15%.
Small-cap
and
value,
represented
by
the
S&P
Small-Cap
600
Index,
and
the
Russell
1000
Value
Index,
both
saw
year-on-year
earnings
growth
at
7%.
Emerging
markets,
represented
by
the
MSCI
Emerging
Markets
Index,
delivered
a
strong
14%
earnings
growth.
Global
equities
outperformed
global
bonds
in
the
last
twelve
months.
In
USD
terms,
the
MSCI
ACWI
Index
recorded
a
20%
gain
year-over-
year
while
the
Bloomberg
Global
Aggregate
Corporate
Index
gained
6%.
Within
equities,
emerging
markets
(MSCI
Emerging
Markets
Index)
outperformed
developed
markets
(MSCI
World
Index)
30%
vs.
19%.
Elsewhere
in
major
markets,
the
U.S.
(MSCI
U.S.
Index)
underperformed
developed
market
ex-U.S.
(MSCI
World
ex-U.S.
Index)
by
6%.
Among
major
markets,
China
(MSCI
China
Index)
was
the
worst
performer
with
a
4%
return,
while
emerging
markets
(MSCI
Emerging
Markets
Index)
was
the
best
performer
with
a
30%
gain.
The
Bloomberg
U.S.
Treasury
Index
delivered
3%
as
the
U.S.
10-year
Treasury
was
up
11bps
to
4.32%.
Global
high
yield
bonds
(Bloomberg
Global
High
Yield
Index)
outperformed
investment
grade
corporate
bonds
(Bloomberg
Global
Aggregate
Corporate
Index)
and
global
treasury
bonds
(Bloomberg
Global
Treasury
Index)
by
3%
and
6%,
respectively,
year-over-year.
The
DXY
index,
a
proxy
for
USD
strength,
weakened
by
4%
compared
to
the
same
time
last
year
to
99.96.
Commodity
prices
(S&P
GSCI
Total
Return
Index)
gained
43%,
with
the
help
of
strong
Gold
and
Crude
oil
performance.
Unless
otherwise
stated,
data
sources
are
Bloomberg,
FactSet,
and
Principal
Asset
Allocation.
Data
as
of
March
31,
2026.
1
In
global
PMI
readings,
a
number
above
50
means
that
manufacturing
activity
is
expanding,
and
a
number
below
50
indicates
contraction.
Index
descriptions:
MSCI
All
Country
World
Index
(ACWI)
includes
large
and
mid-cap
stocks
across
developed
and
emerging
market
countries.
MSCI
China
Index
captures
large-
and
mid-cap
representation
across
China
A
shares,
H
shares,
B
shares,
Red
chips,
P
chips
and
foreign
listings
(e.g.
ADRs).
MSCI
World
Index captures
large-
and
mid-cap
representation
across
23
developed
market
countries.
MSCI
World
ex-U.S.
Index
captures
large-
and
mid-cap
representation
across
22
of
23
developed
market
countries--
excluding
the
United
States.
MSCI
Emerging
Markets
Index
consists
of
large-
and
mid-cap
companies
across
24
countries
and
represents
10%
of
the
world
market
capitalization.
The
index
covers
approximately
85%
of
the
free
float-adjusted
market
capitalization
in
each
of
the
24
countries.
MSCI
U.S.
Index
is
designed
to
measure
the
performance
of
the
large-
and
mid-cap
segments
of
the
U.S.
market.
Russell
1000
Growth
Index measures
the
performance
of
the
large-cap
growth
segment
of
the
U.S.
equity
universe.
Russell
1000
Value
Index measures
the
performance
of
the
large-cap
value
segment
of
the
U.S.
equity
universe.
Bloomberg
Global
Aggregate
Corporate
Index
is a
flagship
measure
of
global
investment-grade
debt
from
24
local
currency
markets.
This
multi-currency
benchmark
includes
treasury,
government-related,
corporate,
and
securitized
fixed-rate
bonds
from
both
developed
and
emerging
market
issuers.
Bloomberg
Global
High
Yield
Index
is
a
multi-currency
flagship
measure
of
the
global
high
yield
debt
market.
The
index
represents
the
union
of
the
U.S.
High
Yield,
the
Pan-
European
High
Yield,
and
Emerging
Markets
Hard
Currency
High
Yield
indices.
Bloomberg
Global
Treasury
Index
tracks
fixed-rate,
local
currency
government
debt
of
investment-grade
countries,
including
both
developed
and
emerging
markets.
The
index
represents
the
treasury
sector
of
the
Global
Aggregate
Index
and
contains
issues
from
37
countries
denominated
in
24
currencies.
Bloomberg
U.S.
Treasury
Index
measures
U.S.
dollar-denominated,
fixed-rate,
nominal
debt
issued
by
the
U.S.
Treasury.
U.S.
Dollar
Index
(USDX,
DXY,
DX)
is
an
index
(or
measure)
of
the
value
of
the
United
States
dollar
relative
to
a
basket
of
foreign
currencies,
often
referred
to
as
a
basket
of
U.S.
trade
partners'
currencies.
Standard
&
Poor's
500
(S&P
500)
Index
is
a
market
capitalization-weighted
index
of
500
widely
held
stocks
often
used
as
a
proxy
for
the
stock
market.
S&P
Small-Cap
600
Index
is
a
stock
market
index
established
by
Standard
&
Poor's.
It
covers
roughly
the
small-cap
range
of
American
stocks,
using
a
capitalization-weighted
index.
S&P
GSCI
Total
Return
Index
is
an
index
of
24
exchange-traded
futures
contracts
that
represent
a
large
portion
of
the
global
commodities
market.
2
Important
Fund
Information
Securities
described
in
the
fund
commentary
may
no
longer
be
held
in
the
fund.
The
line
graph
on
the
following
page
illustrates
the
growth
of
a
hypothetical
$100,000
investment.
The
illustration
is
based
on
performance
of
Class
Y
shares.
The
performance
of
other
share
classes
will
differ.
Investment
results
shown
represent
historical
performance
and
do
not
guarantee
future
results.
Your
investment's
returns
and
principal
values
will
fluctuate
with
changes
in
interest
rates
and
other
market
conditions
so
the
value,
when
redeemed,
may
be
worth
more
or
less
than
original
costs.
Current
performance
may
be
lower
or
higher
than
the
performance
shown.
For
more
information,
including
the
most
recent
month-end
performance,
call
your
financial
professional,
or
call
800-222-5852.
A
sales
charge
may
apply
as
follows:
Class
A
shares:
maximum
up-front
sales
charges
on
sales
based
on
declining
rates
which
begin
at
5.75%.
Institutional
and
Class
Y
shares
do
not
have
a
sales
charge.
See
the
prospectus
for
details.
Performance
listed
with
sales
charge
reflects
the
maximum
sales
charge.
.
3
Principal
Private
Credit
Fund
Investment
Advisor:
Principal
Global
Investors,
LLC
Average
Annual
Total
Returns*
as
of
March
31,
2026
What
contributed
to
or
detracted
from
Fund
performance
during
the
fiscal
year?
The
Fund
is
a
private
credit,
direct
lending
solution
that
seeks
to
maximize
total
return
through
current
income
and
capital
appreciation.
The
Fund
targets
investing
at
least
80%
of
its
assets
in
private
credit
investments,
specifically
focusing
on
providing
direct
loans
to
borrowers
in
the
lower
and
core
middle
markets.
With
tight
covenants,
attractive
spread
compensation,
and
dedicated
capital
to
support
future
growth,
these
borrowers
have
historically
provided
investors
with
attractive
risk-adjusted
returns.
The
Fund
benefited
from
a
stable
environment
for
credit
fundamentals
throughout
much
of
the
fiscal
year,
with
all
loans
on
accrual
status.
The
primary
contribution
to
the
Fund's
performance
was
its
exposure
to
floating
rate,
direct
lending
loans.
There
were
no
material
detractors
to
performance
during
the
year.
Over
85%
of
the
Fund's
total
return
came
in
the
form
of
interest
income,
consistent
with
what
we
expect
in
most
years.
The
Fund
is
appropriately
diversified,
emphasizing
borrowers
in
industries
with
less
economic
sensitivity
in
the
event
that
growth
slows
in
coming
quarters.
New
loan
origination
through
year-end
was
robust
as
the
M&A
market
continued
to
recover
from
the
slower
activity
experienced
in
2022-2023.
Spreads
remained
at
attractive
levels
but
did
experience
tightening
as
the
year
progressed,
albeit
still
offering
a
meaningful
premium
to
the
public
loan
market.
Leverage
levels
were
generally
lower
on
new
deals
than
historical
averages.
Value
of
a
$100,000
Investment*
June
3,
2024
-
March
31,
2026
1-Year
Since
Inception
Inception
Date
Class
A
Shares
Excluding
Sales
Charge
6.95%
7.32%
6/3/24
Including
Sales
Charge
0.83%
3.90%
Class
Y
Shares
7.55%
7.86%
6/3/24
Institutional
Shares
7.26%
7.59%
6/3/24
*Performance
assumes
reinvestment
of
all
dividends
and
capital
gains.
Performance
does
not
reflect
the
impact
of
federal,
state,
or
municipal
taxes.
If
it
did,
performance
would
be
lower.
**Performance
shown
for
the
benchmark
assumes
reinvestment
of
all
dividends
and
distributions.
Indices
are
unmanaged,
and
individuals
cannot
invest
directly
in
an
index.
Consolidated
Statement
of
Assets
and
Liabilities
March
31,
2026
4
See
accompanying
notes.
Amounts
in
thousands,
except
per
share
amounts
Principal
Private
Credit
Fund
(a)
Investment
in
securities--at
cost
............................................................................................................................
$
141,253
Investment
in
affiliated
securities--at
cost
..................................................................................................................
$
1,239
Assets
Investment
in
securities--at
value
............................................................................................................................
$
141,126
Investment
in
affiliated
securities--at
value
...................................................................................................................
1,246
Cash
...........................................................................................................................................................
596
Receivables:
Dividends
and
interest
...................................................................................................................................
762
Expense
reimbursement
from
Manager
.................................................................................................................
4
Fund
shares
sold
.........................................................................................................................................
37
Investment
securities
sold
...............................................................................................................................
61
Unrealized
gain
on
unfunded
commitments
............................................................................................................
79
Prepaid
expenses
..............................................................................................................................................
541
Total
Assets
144,452
Liabilities
(b)
Accrued
management
and
investment
advisory
fees
..........................................................................................................
126
Accrued
administrative
fees
...................................................................................................................................
10
Accrued
transfer
agent
fees
...................................................................................................................................
14
Accrued
chief
compliance
officer
fees
........................................................................................................................
1
Accrued
credit
facility
fees
....................................................................................................................................
40
Accrued
directors'
expenses
...................................................................................................................................
27
Accrued
professional
fees
.....................................................................................................................................
259
Accrued
other
expenses
.......................................................................................................................................
170
Cash
overdraft
.................................................................................................................................................
251
Payables:
Borrowing
...............................................................................................................................................
20,500
Dividends
payable
.......................................................................................................................................
26
Investment
securities
purchased
........................................................................................................................
668
Unrealized
loss
on
unfunded
commitments
.............................................................................................................
159
Total
Liabilities
22,251
Net
Assets
Applicable
to
Outstanding
Shares
..............................................................................................................
$
122,201
Net
Assets
Consist
of:
Capital
shares
and
additional
paid-in-capital
.................................................................................................................
$
122,330
Total
distributable
earnings
(accumulated
loss)
...............................................................................................................
(
129
)
Total
Net
Assets
$
122,201
Capital
Stock
(par
value:
$.01
per
share):
Net
Asset
Value
Per
Share:
Class
A
:
Net
Assets
............................................................................................................................................
$
12
Shares
Issued
and
Outstanding
..........................................................................................................................
1
Net
Asset
Value
per
share
...............................................................................................................................
$
10
.17
(c)
Maximum
Offering
Price
................................................................................................................................
$
10
.79
Class
Y
:
Net
Assets
............................................................................................................................................
$
119,599
Shares
Issued
and
Outstanding
..........................................................................................................................
11,651
Net
Asset
Value
per
share
...............................................................................................................................
$
10
.26
Institutional
:
Net
Assets
.......................................................................................................................................
$
2,590
Shares
Issued
and
Outstanding
..........................................................................................................................
253
Net
Asset
Value
per
share
...............................................................................................................................
$
10
.22
(a)
Effective
June
30,
2025,
Principal
Private
Credit
Fund
I
changed
its
name
to
Principal
Private
Credit
Fund.
(b)
See
Note
3
for
details
of
any
unfunded
commitments.
(c)
Redemption
price
per
share
is
equal
to
net
asset
value
per
share
less
any
applicable
contingent
deferred
sales
charge.
Consolidated
Statement
of
Operations
Year
Ended
March
31,
2026
5
See
accompanying
notes.
Amounts
in
thousands
Principal
Private
Credit
Fund
(a)
Net
Investment
Income
(Loss)
Income:
Dividends
...................................................................................................................................................
$
251
Interest
......................................................................................................................................................
9,721
Payment-in-kind
............................................................................................................................................
194
Total
Income
10,166
Expenses:
Management
and
investment
advisory
fees
................................................................................................................
1,298
Administrative
fees
.........................................................................................................................................
104
Registration
fees
-
Class
A
.................................................................................................................................
24
Registration
fees
-
Class
Y
.................................................................................................................................
21
Registration
fees
-
Institutional
............................................................................................................................
25
Shareholder
reports
-
Class
A
..............................................................................................................................
8
Shareholder
reports
-
Institutional
.........................................................................................................................
1
Transfer agent
fees
-
Class
A
...............................................................................................................................
16
Transfer agent
fees
-
Class
Y
...............................................................................................................................
41
Transfer agent
fees
-
Institutional
..........................................................................................................................
31
Chief
compliance
officer
expenses
.........................................................................................................................
4
Credit
facility
fees
..........................................................................................................................................
610
Custodian
fees
..............................................................................................................................................
27
Directors'
expenses
.........................................................................................................................................
180
Professional fees
...........................................................................................................................................
715
Other
expenses
.............................................................................................................................................
34
Total
Gross
Expenses
3,139
Less:
Reimbursement
from
Manager
-
Class
A
............................................................................................................
49
Less:
Reimbursement
from
Manager
-
Class
Y
............................................................................................................
495
Less:
Reimbursement
from
Manager
-
Institutional
.......................................................................................................
58
Total
Net
Expenses
2,537
Net
Investment
Income
(Loss)
7,629
Net
Realized
and
Unrealized
Gain
(Loss)
on
investments
Net
realized
gain
(loss)
from:
Investment
transactions
....................................................................................................................................
(
49
)
Net
change
in
unrealized
appreciation/(depreciation)
of:
Investments
.................................................................................................................................................
(
83
)
Investment
in
affiliated
securities
..........................................................................................................................
7
Net
Realized
and
Unrealized
Gain
(Loss)
on
investments
(
125
)
Net
Increase
(Decrease)
in
Net
Assets
Resulting
from
Operations
$
7,504
(a)
Effective
June
30,
2025,
Principal
Private
Credit
Fund
I
changed
its
name
to
Principal
Private
Credit
Fund.
Consolidated
Statement
of
Changes
in
Net
Assets
6
See
accompanying
notes.
Amounts
in
thousands
Principal
Private
Credit
Fund
(a)
Year
Ended
March
31,
2026
Period Ended
March
31,
2025
(b)
Operations
Net
investment
income
(loss)
........................................................................................................
$
7,629
$
4,482
Net
realized
gain
(loss)
on
investments
..............................................................................................
(
49
)
58
Net
change
in
unrealized
appreciation/(depreciation)
of
investments
...............................................................
(
76
)
(
210
)
Net
Increase
(Decrease)
in
Net
Assets
Resulting
from
Operations
7,504
4,330
Dividends
and
Distributions
to
Shareholders
From
net
investment
income
and
net
realized
gain
on
investments
.................................................................
(
7,541
)
(
4,422
)
Total
Dividends
and
Distributions
(
7,541
)
(
4,422
)
Capital
Share
Transactions
Net
increase
(decrease)
in
capital
share
transactions
................................................................................
30,073
50,422
Total
Increase
(Decrease)
in
Net
Assets
30,036
50,330
Net
Assets
Beginning
of
period
..................................................................................................................
92,165
41,835
End
of
period
........................................................................................................................
$
122,201
$
92,165
Class
A
Class
Y
Institutional
Capital
Share
Transactions:
Year
Ended
March
31,
2026
Dollars:
Sold
.........................................................................................
-
$
20,001
$
2,559
Reinvested
....................................................................................
1
7,471
41
Net
Increase
(Decrease)
$
1
$
27,472
$
2,600
Shares:
Sold
.........................................................................................
-
1,925
248
Reinvested
....................................................................................
-
727
4
Net
Increase
(Decrease)
-
2,652
252
Period Ended
March
31,
2025
(b)
Dollars:
Sold
.........................................................................................
-
$
46,000
-
Reinvested
....................................................................................
1
4,420
1
Net
Increase
(Decrease)
$
1
$
50,420
$
1
Shares:
Sold
.........................................................................................
-
4,455
-
Reinvested
....................................................................................
-
432
-
Net
Increase
(Decrease)
-
4,887
-
Dividends
and
Distributions
to
Shareholders:
Year
Ended
March
31,
2026
From
net
investment
income
and
net
realized
gain
on
investments
.............................................
$
(
1
)
$
(
7,471
)
$
(
69
)
Total
Dividends
and
Distributions
$
(
1
)
$
(
7,471
)
$
(
69
)
Period Ended
March
31,
2025
(b)
From
net
investment
income
and
net
realized
gain
on
investments
.............................................
$
(
1
)
$
(
4,420
)
$
(
1
)
Total
Dividends
and
Distributions
$
(
1
)
$
(
4,420
)
$
(
1
)
(a)
Effective
June
30,
2025,
Principal
Private
Credit
Fund
I
changed
its
name
to
Principal
Private
Credit
Fund.
(b)
Period
from
June
3,
2024,
the
effective
date
of
the
Fund's
registration
statement
on
Form
N-2,
through
March
31,
2025.
See
Organization
in
Notes
to
Consolidated
Financial
Statements.
Consolidated
Statement
of
Cash
Flows
Year
Ended
March
31,
2026
7
See
accompanying
notes.
Amounts
in
thousands
Principal
Private
Credit
Fund
(a)
Cash
Flows
from
Operating
Activities:
Net increase
in
net
assets
from
operations
..................................................................................
$
7,504
Adjustments
to
reconcile
net
increase
in
net
assets
from
operations
to
net
cash
used
in
operating
activities:
Purchase
of
investment
securities
...................................................................................
(69,462
)
Proceeds
from
sale
of
investment
securities
............................................................................
20,593
Net
sales
or
(purchases)
of
short
term
securities
.........................................................................
(1,034)
Net
accretion
of
bond
discounts
and
amortization
of
premiums
..............................................................
(180
)
Payment-in-kind
income
..........................................................................................
(194)
Change
in
unrealized
(appreciation)
depreciation
on
investments
.............................................................
76
Net
realized
(gain)
loss
from
investments
..............................................................................
49
(Increase)
decrease
in
dividends
and
interest
receivable
....................................................................
(185)
(Increase)
decrease
in
fund
shares
sold
................................................................................
(37)
(Increase)
decrease
in
investment
securities
sold
.........................................................................
653
Incre
ase
(decrease)
in
unrealized
loss
on
unfunded
commitments
.............................................................
58
Increase
(decrease)
in
accrued
fees,
expenses,
and
expense
reimbursement
from
Manager
...........................................
(24)
Increase
(decrease)
in
dividends
payable
..............................................................................
26
Increase
(decrease)
in
investment
securities
purchased
....................................................................
54
Net
cash used
in
operating
activities
(42,103)
Cash
Flows
from
Financing
Activities:
Proceeds
from
shares
sold
.........................................................................................
22,560
Dividends
and
distributions
paid
to
shareholders
.........................................................................
(28)
Payments
made
on
credit
facility
....................................................................................
(4,500)
Proceeds
from
credit
facility
.......................................................................................
24,500
Net
cash provided
by
financing
activities
42,532
Net
increase in
cash
.............................................................................................
429
Cash
and
foreign
currency:
Beginning
of
year
..............................................................................................
$
(84)
End
of
year
...................................................................................................
$
345
Supplemental
disclosure
of
cash
flow
information:
Reinvestment
of
dividends
and
distributions
...........................................................................
$
7,513
Cash
paid
during
the
year
for
interest
expense
..........................................................................
$
231
(a)
Effective
June
30,
2025,
Principal
Private
Credit
Fund
I
changed
its
name
to
Principal
Private
Credit
Fund.
Notes
to
Consolidated
Financial
Statements
Principal
Private
Credit
Fund
March
31,
2026
8
1.
Organization
Principal
Private
Credit
Fund
(the
"Fund")
is
registered
under
the
Investment
Company
Act
of
1940,
as
amended,
(the
"1940
Act")
as
a
non-
diversified,
closed-end
management
investment
company.
The
Fund
was
organized
as
a
Delaware
limited
liability
company
on
December
1,
2023,
but
converted
itself
to
a
Delaware
statutory
trust
on
April
12,
2024.
As
a
statutory
trust,
the
Fund
operates
pursuant
to
an
Agreement
and
Declaration
of
Trust
and
is
governed
by
the
State
of
Delaware.
The
U.S.
Securities
and
Exchange
Commission
declared
the
Fund's
registration
statement
on
Form
N-2
effective
on
June
3,
2024.
The
Fund
had
net
assets
of
$41,835,000
resulting
from
operations
prior
the
effective
date
of
the
Fund's
registration
statement.
The
Fund
continuously
offers
three
classes
of
shares:
Class
A,
Class
Y,
and
Institutional
Class.
Principal
Global
Investors,
LLC
(the
"Manager")
serves
as
the
Fund's
investment
advisor.
Principal
Private
Credit
Fund
(Corp
Blocker),
LLC
(the
"Domestic
Subsidiary"),
Principal
Private
Credit
Fund
(SPV),
LLC
(the
"SPV"),
and
Principal
Private
Credit
Fund
Lending
Vehicle,
LLC
(the
"Lending
Vehicle")
are
Delaware
limited
liability
companies
that
were
formed
on
April
23,
2024,
September
13,
2024,
and
February
24,
2025,
respectively.
The
Domestic
Subsidiary,
SPV,
and
Lending
Vehicle
are
wholly-owned
subsidiaries
of
the
Fund
and
are
consolidated
in
these
consolidated
financial
statements
commencing
from
the
dates
of
their
respective
formation.
The
Fund
is
structured
as
an
interval
fund,
meaning
it
conducts
quarterly
repurchase
offers
of
no
less
than
5%
and
no
more
than
25%
of
the
Fund's
outstanding
shares
at
net
asset
value.
Repurchase
offers
of
more
than
5%
are
made
solely
at
the
discretion
of
the
Fund's
Board
of
Trustees
(the
"Board"),
and
investors
should
not
rely
on
any
expectation
of
repurchase
offers
being
made
in
excess
of
5%.
Investors
should
consider
the
Fund's
shares
illiquid.
The
Fund's
shares
are
not
listed
on
any
national
securities
exchange
and
are
not
publicly
traded.
There
is
currently
no
secondary
market
for
the
shares,
and
the
Fund
expects
that
no
secondary
market
will
develop.
An
unlimited
number
of
shares
has
been
authorized
under
the
Agreement
and
Declaration
of
Trust.
Only
eligible
purchasers
can
buy
shares
of
the
Fund
in
that
share
class.
The
Manager
and
Principal
Funds
Distributor,
Inc.
(the
"Distributor")
(an
affiliate
of
the
Manager),
the
principal
distributor
of
the
Fund,
reserve
the
right
to
broaden,
limit,
and
change
the
designation
of
eligible
purchasers
without
notice.
Shares
of
the
Fund
are
only
sold
in
U.S.
jurisdictions.
Subject
to
eligibility
and
minimum
initial
investment
requirements,
shares
of
the
Fund
may
be
purchased
directly
or
through
intermediary
organizations,
such
as
broker-dealers,
insurance
companies,
plan
sponsors,
third
party
administrators,
and
retirement
plans.
Minimum
initial
investment
requirements
are
$25,000
for
Class
A
shares
and
$100,000
for
Class
Y
and
Institutional
Class
shares.
Effective
June
30,
2025,
the
Fund
changed
its
name
from
Principal
Private
Credit
Fund
I
to
Principal
Private
Credit
Fund.
The
Fund
is
an
investment
company
and
applies
specialized
accounting
and
reporting
under
Accounting
Standards
Codification
Topic
946,
Financial
Services
-
Investment
Companies
.
The
Fund
has
not
provided
financial
support
and
is
not
contractually
required
to
provide
financial
support
to
any
investee.
All
classes
of
shares
of
the
Fund
represent
interests
in
the
same
portfolio
of
investments
and
will
vote
together
as
a
single
class
except
where
otherwise
required
by
law
or
as
determined
by
the
Board.
In
addition,
the
Fund
declares
separate
dividends
on
each
class
of
shares.
The
Fund
may
offer
additional
classes
of
shares
in
the
future.
2.
Significant
Accounting
Policies
The
preparation
of
consolidated
financial
statements
in
conformity
with
U.S.
generally
accepted
accounting
principles
("U.S.
GAAP")
requires
management
to
make
estimates
and
assumptions
that
affect
the
reported
amounts
of
assets
and
liabilities
and
disclosure
of
contingent
assets
and
liabilities
at
the
date
of
the
consolidated
financial
statements
and
the
reported
amounts
of
revenues
and
expenses
during
the
reporting
period.
Actual
results
could
differ
from
those
estimates.
The
following
summarizes
the
significant
accounting
policies
of
the
Fund:
Security
Valuation.
The
Fund
values
securities
for
which
market
quotations
are
readily
available
at
fair
value,
which
is
determined
using
the
last
reported
sale
price.
If
no
sales
are
reported,
as
is
regularly
the
case
for
some
securities
traded
over-the-counter,
securities
are
valued
using
the
last
reported
bid
price
or
an
evaluated
bid
price
provided
by
a
pricing
service.
Pricing
services
use
modeling
techniques
that
incorporate
security
characteristics
such
as
current
quotations
by
broker/dealers,
coupon,
maturity,
quality,
type
of
issue,
trading
characteristics,
other
yield
and
risk
factors,
and
other
market
conditions
to
determine
an
evaluated
bid
price.
When
reliable
market
quotations
are
not
considered
to
be
readily
available,
which
may
be
the
case,
for
example,
with
respect
to
restricted
securities,
certain
debt
securities,
preferred
stocks,
and
foreign
securities,
the
investments
are
valued
at
their
fair
value
as
determined
in
good
faith
by
the
Manager
under
procedures
established
and
periodically
reviewed
by
the
Board.
The
Fund
invests
in
other
publicly
traded
investment
funds
which
are
valued
at
the
respective
fund's
net
asset
value.
The
value
of
foreign
securities
used
in
computing
the
net
asset
value
per
share
is
generally
determined
as
of
the
close
of
the
foreign
exchange
where
the
security
is
principally
traded.
Events
that
occur
after
the
close
of
the
applicable
foreign
market
or
exchange
but
prior
to
the
calculation
Notes
to
Consolidated
Financial
Statements
Principal
Private
Credit
Fund
March
31,
2026
9
of
the
Fund's
net
asset
values
are
reflected
in
the
Fund's
net
asset
values
and
these
securities
are
valued
at
fair
value.
Many
factors,
provided
by
independent
pricing
services,
are
reviewed
in
the
course
of
making
a
good
faith
determination
of
a
security's
fair
value,
including,
but
not
limited
to,
price
movements
in
American
depository
receipts
("ADRs"),
futures
contracts,
industry
indices,
general
indices,
and
foreign
currencies.
To
the
extent
the
Fund
invests
in
foreign
securities
listed
on
foreign
exchanges
which
trade
on
days
on
which
the
Fund
does
not
determine
net
asset
values,
for
example
weekends
and
other
customary
national
U.S.
holidays,
the
Fund's
net
asset
values
could
be
significantly
affected
on
days
when
shareholders
cannot
purchase
or
redeem
shares.
Certain
securities
issued
by
companies
in
emerging
market
countries
may
have
more
than
one
quoted
valuation
at
any
given
point
in
time,
sometimes
referred
to
as
a
"local"
price
and
a
"premium"
price.
The
premium
price
is
often
a
negotiated
price,
which
may
not
consistently
represent
a
price
at
which
a
specific
transaction
can
be
effected.
It
is
the
policy
of
the
Fund
to
value
such
securities
at
prices
at
which
it
is
expected
those
shares
may
be
sold,
and
the
Manager
or
any
sub-advisor
is
authorized
to
make
such
determinations
subject
to
such
oversight
by
the
Board
as
may
occasionally
be
necessary.
Income
and
Investment
Transactions.
The
Fund
records
investment
transactions
on
a
trade
date
basis.
Trade
date
for
senior
floating
rate
interests
purchased
in
the
primary
market
is
considered
the
date
on
which
the
loan
allocations
are
determined.
Trade
date
for
senior
floating
rate
interests
purchased
in
the
secondary
market
is
the
date
on
which
the
transaction
is
entered
into.
The
identified
cost
basis
has
been
used
in
determining
the
net
realized
gain
or
loss
from
investment
transactions
and
unrealized
appreciation
or
depreciation
of
investments.
The
Fund
records
dividend
income
on
the
ex-dividend
date,
except
dividend
income
from
foreign
securities
whereby
the
ex-dividend
date
has
passed;
such
dividends
are
recorded
as
soon
as
the
Fund
is
informed
of
the
ex-dividend
date.
Interest
income
is
recognized
on
an
accrual
basis.
Discounts
and
premiums
on
securities
are
accreted/amortized,
respectively,
on
the
level
yield
method
over
the
expected
lives
of
the
respective
securities.
Callable
debt
securities
purchased
at
a
premium
are
amortized
to
the
earliest
call
date
and
to
the
callable
amount,
if
other
than
par.
The
Fund
allocates
all
income
and
realized
and
unrealized
gains
or
losses
on
a
daily
basis
to
each
class
of
shares
based
upon
the
relative
proportion
of
the
value
of
shares
outstanding
of
each
class.
Expenses.
Expenses
directly
attributed
to
the
Fund
are
charged
to
the
Fund.
Other
expenses
not
directly
attributed
to
the
Fund
are
apportioned
among
the
registered
investment
companies
managed
by
the
Manager.
Management
fees
are
allocated
daily
to
each
class
of
shares
based
upon
the
relative
proportion
of
the
value
of
shares
outstanding
of
each
class.
Expenses
specifically
attributable
to
a
particular
class
are
charged
directly
to
such
class
and
are
included
separately
in
the
consolidated
statement
of
operations.
Dividends
and
Distributions
to
Shareholders.
Dividends
and
distributions
to
shareholders
of
the
Fund
are
recorded
on
the
ex-dividend
date.
Dividends
and
distributions
to
shareholders
from
net
investment
income
and
net
realized
gain
from
investments
are
determined
in
accordance
with
federal
tax
regulations,
which
may
differ
from
U.S.
GAAP.
These
differences
are
primarily
due
to
differing
treatments
for
foreign
currency
transactions
and
paydowns.
Permanent
book
and
tax
basis
differences
are
reclassified
within
the
capital
accounts
based
on
federal
tax-basis
treatment;
temporary
differences
do
not
require
reclassification.
To
the
extent
dividends
and
distributions
exceed
current
and
accumulated
earnings
and
profits
for
federal
income
tax
purposes,
they
are
reported
as
return
of
capital
distributions.
Basis
for
Consolidation.
The
Fund
may
invest
up
to
25%
of its
total
net
assets
in
the
Domestic
Subsidiary.
The Fund is
the
sole
shareholder
of
the
Domestic
Subsidiary,
and
shares
of
the Domestic
Subsidiary will
not
be
sold
or
offered
to
other
investors.
To
the
extent
that
the
Fund
invests
in
the
Domestic
Subsidiary, it
will
be
subject
to
the
particular
risks
associated
with
the
Domestic
Subsidiary's
investments,
which
are
discussed
in
the
applicable
Prospectus
and
Statement
of
Additional
Information.
The
principal
purpose
of
investing
in
the
Domestic
Subsidiary
is
to
allow
the
Fund
to
gain
exposure
to equity
assets within
the
limitations
of
federal
tax
laws
applicable
to
regulated
investment
companies.
The
Domestic
Subsidiary
has
elected
to
be
treated
as
a
C-corporation
for
federal
income
tax
purposes.
The
Domestic
Subsidiary
files
federal
and
state
tax
returns. All
income
and
losses
are
included
on
the
Domestic
Subsidiary
tax
return.
The
Fund
may
borrow
for
investment
purposes,
to
meet
repurchase
requests
and
for
temporary,
extraordinary,
or
emergency
purposes
through
the
SPV.
The
Fund
established
the
Lending
Vehicle
as
part
of
its
efforts
to
secure
a
U.S.
state
lending
license.
The
Fund's
investment
portfolio
has
been
consolidated
and
includes
the
portfolio
holdings
of the
Fund,
the
Domestic
Subsidiary,
the
SPV,
and
the
Lending
Vehicle,
as
noted
on
the
consolidated
schedule
of
investments.
The
consolidated
financial
statements
for
the
Fund
include
the
accounts
of
the
Fund,
the
Domestic
Subsidiary,
the
SPV,
and
the
Lending
Vehicle.
All
intercompany
transactions
and
balances
have
been
eliminated
in
consolidation.
At
March
31,
2026,
the
net
assets
of
the
consolidated
subsidiaries
were
as
follows
(amounts
in
thousands):
2.
Significant
Accounting
Policies
(continued)
Notes
to
Consolidated
Financial
Statements
Principal
Private
Credit
Fund
March
31,
2026
10
Federal
Income
Taxes.
No
provision
for
federal
income
taxes
is
considered
necessary
because
the
Fund
intends
to
qualify
as
a
"regulated
investment
company"
under
the
Internal
Revenue
Code
and
intends
to
distribute
each
year
substantially
all
of
its
net
investment
income
and
realized
capital
gains
to
shareholders.
Management
evaluates
tax
positions
taken
or
expected
to
be
taken
in
the
course
of
preparing
the
Fund's
tax
returns
to
determine
whether
it
is
"more
likely
than
not"
that
each
tax
position
would
be
sustained
upon
examination
by
a
taxing
authority
based
on
the
technical
merits
of
the
position.
Tax
positions
not
deemed
to
meet
the
"more
likely
than
not"
threshold
would
be
recorded
as
a
tax
benefit
or
expense
in
the
current
year.
The
Fund
recognizes
interest
and
penalties,
if
any,
related
to
unrecognized
tax
positions
as
tax
expense
on
the
consolidated
statements
of
operations.
During
the
year
ended
March
31,
2026,
the
Fund
did
not
record
any
such
tax
benefit
or
expense
in
the
accompanying
consolidated
financial
statements.
The
statute
of
limitations
remains
open
for
the
last
three
years,
once
a
return
is
filed.
No
examinations
are
in
progress
at
this
time.
The
Domestic
Subsidiary
may
be
subject
to
taxes.
Deferred
tax
assets
and
liabilities
of
the
Domestic
Subsidiary
may
arise
from
temporary
differences
and
tax
attributes;
however,
such
amounts
were
not
material
to
the
Fund's
consolidated
financial
statements
at
year
end.
The
SPV
is
a
disregarded
entity
for
tax
purposes
and
is
consolidated
with
the
tax
return
of
the
Fund.
Foreign
Taxes.
The
Fund
may
be
subject
to
foreign
income
taxes
imposed
by
certain
countries
in
which
it
invests.
Foreign
income
taxes
are
accrued
by
the
Fund
as
a
reduction
of
income.
This
amount
is
shown
as
withholding
tax
on
the
consolidated
statement
of
operations.
In
consideration
of
recent
decisions
rendered
by
European
court,
the
Fund
may
file
tax
reclaims
for
taxes
withheld
in
prior
years.
Due
to
the
uncertainty
regarding
collectability
and
timing
of
the
reclaims,
among
other
factors,
a
corresponding
receivable
will
only
be
recognized
when
the
tax
position
meets
the
"more
likely
than
not"
threshold.
Any
tax
reclaims
received
are
included
in
dividends
income
on
the
consolidated
statement
of
operations.
Recent
Accounting
Pronouncements.
In
December
2023,
the
Financial
Accounting
Standards
Board
("FASB")
issued
Accounting
Standards
Update
("ASU")
No.
2023-09
Income
Taxes
(Topic
740);
Improvements
to
Income
Tax
Disclosures,
which
enhances
the
transparency
and
decision
usefulness
of
income
tax
disclosures
primarily
related
to
rate
reconciliation,
disaggregation
of
income
taxes
paid,
and
other
income
tax-
related
disclosures.
The
ASU
is
effective
for
annual
periods
beginning
after
December
15,
2024
.
As
of
April
1,
2025,
the
Fund
has
adopted
the
ASU
and
added
required
disclosures,
as
applicable.
3.
Operating
Policies
Borrowing.
The
Fund
is
permitted
to
incur
indebtedness
to
the
extent
that
the
Fund's
asset
coverage
with
respect
to
its
outstanding
senior
securities
representing
indebtedness,
as
defined
under
the
1940
Act,
is
at
least
300%
immediately
after
each
such
borrowing.
The
use
of
borrowing
for
investment
purposes
increases
both
investment
opportunity
and
investment
risk.
The
SPV
intends
to
borrow
money
through
a
credit
facility,
which
allows
a
borrowing
commitment
amount
of
up
to
$30
million
(prior
to
December
5,
2025
the
amount
was
$20
million)
($20
million
uncommitted).
The
credit
facility
is
effective
December
17,
2024
and
matures
December
17,
2029.
Interest
is
charged
at
an
annual
rate
equal
to
daily
Secured
Overnight
Financing
Rate
("SOFR")
plus
an
applicable
spread
of
2.40%.
The
interest
expense
along
with
non-usage
fees,
collateral
administrator
fees,
collateral
management
fees,
commitment
fees
and
legal
fees,
associated
with
the
credit
facility
is
included
in
credit
facility
fees
on
the
consolidated
statement
of
operations.
Commitment
fees
and
legal
fees
are
amortized
over
the
5
year
term
of
the
credit
facility.
The
SPV
has
pledged
investments
in
securities,
investment
proceeds
and
cash
as
collateral
for
borrowing
through
the
credit
facility.
As
of
March
31,
2026,
the
SPV
has
a
cash
balance
of
$596,000.
Securities
pledged
as
collateral
under
the
credit
facility
are
noted
in
the
consolidated
schedule
of
investments.
Any
outstanding
borrowing
as
of
year
ended
March
31,
2026
is
included
in
borrowing
on
the
consolidated
statements
of
assets
and
liabilities.
During
the
year
ended
March
31,
2026,
the
Fund's
borrowings
against
the
credit
facility
were
as
follows
(amounts
in
thousands):
Cross
Trades.
The
Fund
may
engage
in
cross
trades.
A
cross
trade
is
a
purchase
or
sale
transaction
between
affiliated
portfolios
executed
directly
or
through
an
intermediary.
Registered
investment
companies
and
other
managed
portfolios
may
be
considered
affiliated
if
they
have
a
common
Net
Assets
Percent
of
Consolidated
Fund's
Net
Assets
Domestic
Subsidary
$642
0.53%
Lending
Vehicle
31
0.03
SPV
52,528
43.00
Average
Daily
Amount
Borrowed
Weighted
Average
Annual
Interest
Rate
Principal
Private
Credit
Fund
$
5,516
6.40
%
2.
Significant
Accounting
Policies
(continued)
Notes
to
Consolidated
Financial
Statements
Principal
Private
Credit
Fund
March
31,
2026
11
investment
advisor,
so
a
registered
investment
company
may
be
considered
affiliated
with
any
portfolio
for
which
the
Fund's
sub-advisor
acts
as
an
investment
advisor.
Such
transactions
are
permissible
provided
that
the
conditions
of
Rule
17a-7
under
the
1940
Act
are
satisfied.
For
the
year
ended
March
31,
2026
,
the
Fund
did
not
engage
in
cross
trades.
Illiquid
Securities.
Illiquid
securities
generally
cannot
be
sold
or
disposed
of
in
the
ordinary
course
of
business
(within
seven
calendar
days)
at
approximately
the
value
at
which
the
Fund
has
valued
the
investments.
This
may
have
an
adverse
effect
on
the
Fund's
ability
to
dispose
of
particular
illiquid
securities
at
fair
value
and
may
limit
the
Fund's
ability
to
obtain
accurate
market
quotations
for
purposes
of
valuing
the
securities.
Indemnification.
Under
the
Fund's
by-laws,
present
and
past
officers,
trustees,
and
employees
are
indemnified
against
certain
liabilities
arising
out
of
the
performance
of
their
duties.
In
addition,
in
the
normal
course
of
business,
the
Fund
may
enter
into
a
variety
of
contracts
that
may
contain
representations
and
warranties
which
provide
general
indemnifications.
The
Fund's
maximum
exposure
under
these
arrangements
is
unknown,
as
this
would
involve
future
claims
that
may
be
made
against
the
Fund.
Operating
Segments.
An
operating
segment
is
defined
in
ASC
Topic
280,
Segment
Reporting,
as
a
component
of
a
public
entity
that
engages
in
business
activities
from
which
it
may
recognize
revenues
and
incur
expenses,
has
operating
results
that
are
regularly
reviewed
by
the
public
entity's
chief
operating
decision
maker
("CODM")
to
make
decisions
about
resources
to
be
allocated
to
the
segment
and
assess
its
performance,
and
has
discrete
financial
information
available.
Committees
and
working
groups
within
Management
under
the
direction
of
the
President
act
as
the
Fund's
CODM.
The
Fund
represents
a
single
operating
segment.
The
CODM
monitors
the
operating
results
of
the
Fund
as
a
whole
and
the
Fund's
strategic
asset
allocation
to
ensure
compliance
with
the
defined
investment
strategy
executed
by
the
Fund's
portfolio
managers
as
a
team.
The
types
of
investments
from
which
the
Fund
generates
its
returns
are
reflected
on
the
schedule
of
investments.
The
financial
information
provided
to
and
reviewed
by
the
CODM
is
consistent
with
that
presented
in
the
consolidated
statement
of
operations
and
financial
highlights.
The
measures
shown
within
these
statements
including
net
investment
income
(loss),
total
return,
and
ratio
of
expenses
to
average
net
assets
are
used
by
the
CODM
to
assess
the
segment's
performance
versus
the
Fund's
comparative
benchmark
and
investment
objectives,
and
to
make
resource
allocation
decisions
for
the
Fund's
single
segment.
Segment
assets
are
reported
on
the
consolidated
statement
of
assets
and
liabilities
as
total
assets.
Principal
Private
Credit
Fund
JV,
LLC.
The
Fund
and
Erie
Insurance
Exchange
("Erie")
are
the
members
of
Principal
Private
Credit
Fund
JV,
LLC
(the
"Joint
Venture"),
a
joint
venture
formed
as
a
Delaware
limited
liability
company;
pursuant
to
the
terms
of
the
Amended
and
Restated
Limited
Liability
Company
Agreement
of
the
Joint
Venture
currently
in
effect.
The
Fund
and
Erie
make
capital
contributions
to
the
Joint
Venture
in
the
form
of
equity
interests
as
investment
opportunities
are
identified.
All
portfolio
and
other
material
decisions
regarding
the
Joint
Venture
must
be
submitted
to
the
Joint
Venture's
board
of
directors,
which
is
comprised
of
an
equal
number
of
directors
appointed
by
each
of
the
Fund
and
Erie.
As
a
result,
management
of
the
Joint
Venture
is
shared
equally
between
Erie
and
the
Fund,
and
neither
member
has
the
ability
to
unilaterally
direct
the
activities
of
the
Joint
Venture.
Accordingly,
the
Fund
does
not
control
the
Joint
Venture
and
is
not
consolidated
for
financial
reporting
purposes.
Restricted
Securities.
The
Fund
may
invest
in
securities
that
are
subject
to
legal
or
contractual
restrictions
on
resale.
These
securities
generally
may
be
resold
in
transactions
exempt
from
registration
or
to
the
public
if
the
securities
are
registered.
Disposal
of
these
securities
may
involve
time-consuming
negotiations
and
expense,
and
prompt
sale
at
an
acceptable
price
may
be
difficult.
Senior
Floating
Rate
Interests.
The
Funds
may
invest
in
senior
floating
rate
interests
(bank
loans).
Senior
floating
rate
interests
typically hold
the
most
senior
position
in
the
capital
structure
of
a
business
entity
(the
"Borrower"),
and
are
secured
by
specific
collateral
and
have
a
claim
on
the
assets
and/or
stock
of
the
Borrower
that
is
senior
to
that
held
by
subordinated
debtholders
and
stockholders
of
the
Borrower.
Senior
floating
rate
interests
are
typically
structured
and
administered
by
a
financial
institution
that
acts
as
the
agent
of
the
lenders
participating
in
the
senior
floating
rate
interest.
Borrowers
of
senior
floating
rate
interests
are
typically
rated
below-investment-grade,
which
means
they
are
more
likely
to
default
than
investment-grade
loans.
A
default
could
lead
to
non-payment
of
income
which
would
result
in
a
reduction
of
income
to
the
fund
and
there
can
be
no
assurance
that
the
liquidation
of
any
collateral
would
satisfy
the
Borrower's
obligation
in
the
event
of
non-payment
of
scheduled
interest
or
principal
payments,
or
that
such
collateral
could
be
readily
liquidated.
Senior
floating
rate
interests
pay
interest
at
rates
which
are
periodically
reset
by
reference
to
a
base
lending
rate
plus
a
spread.
These
base
lending
rates
are
generally
the
prime
rate
offered
by
a
designated
U.S.
bank,
SOFR,
or
a similar reference
rate.
Senior
floating
rate
interests
generally
are
subject
to
mandatory
and/or
optional
prepayment.
Because
of
these
mandatory
prepayment
conditions
and
because
there
may
be
significant
economic
incentives
for
the
Borrower
to
repay,
prepayments
of
senior
floating
rate
interests
may
occur.
As
3.
Operating
Policies
(continued)
Notes
to
Consolidated
Financial
Statements
Principal
Private
Credit
Fund
March
31,
2026
12
a
result,
the
actual
remaining
maturity
of
senior
floating
rate
interests
may
be
substantially
less
than
stated
maturities
shown
in
the
schedules
of
investments.
In
connection
with
the
senior
floating
rate
interests,
the
Funds
may
also
enter
into
unfunded
loan
commitments.
All
or
a
portion
of
the
loan
commitments
may
be
unfunded.
The
Funds
are
obligated
to
fund
these
loan
commitments
at
the
Borrower's
discretion.
Therefore,
the
Funds
must
have
funds
sufficient
to
cover their
contractual
obligation.
Unfunded
loan
commitments
are
marked
to
market
daily
and
the
unrealized
gain
or
loss
is
shown
as
a
separate
line
item
called
unrealized
gain
or
loss
on
unfunded
commitments
on
the
consolidated
statement
of
assets
and
liabilities
and
included
in
the
net
change
in
unrealized
appreciation/(depreciation)
of
investments
on
the
consolidated
statement
of
operations,
as
applicable.
As
of
year
end,
the
unfunded
loan
commitments
are
categorized
as
Level
2
within
the
disclosure
hierarchy.
As
of
March
31,
2026,
the
Funds
had
unfunded
loan
commitments
as
follows
(amounts
in
thousands):
4.
Fair
Valuation
Fair
value
is
defined
as
the
price
that
the
Fund
would
receive
upon
selling
a
security
or
transferring
a
liability
in
a
timely
transaction
to
an
independent
buyer
in
the
principal
or
most
advantageous
market
of
the
security
at
the
measurement
date.
In
determining
fair
value,
the
Fund
may
use
one
or
more
of
the
following
approaches:
market,
income,
and/or
cost.
A
hierarchy
for
inputs
is
used
in
measuring
fair
value
that
maximizes
the
use
of
observable
inputs
and
minimizes
the
use
of
unobservable
inputs
by
requiring
that
the
most
observable
inputs
be
used
when
available.
Observable
inputs
are
inputs
that
reflect
the
assumptions
market
participants
would
use
in
pricing
the
asset
or
liability
developed
based
on
market
data
obtained
from
sources
independent
of
the
Fund.
Unobservable
inputs
are
inputs
that
reflect
the
Fund's
own
estimates
about
the
estimates
market
participants
would
use
in
pricing
the
asset
or
liability
developed
based
on
the
best
information
available
in
the
circumstances.
The
three-tier
hierarchy
of
inputs
is
summarized
in
the
three
broad
levels
listed
below.
Level
1
-
Quoted
prices
are
available
in
active
markets
for
identical
securities
as
of
the
reporting
date.
Investments
which
are
generally
included
in
this
category
include
listed
equities
and
exchange-traded
derivatives.
Level
2
-
Other
significant
observable
inputs
(including
quoted
prices
for
similar
investments,
interest
rates,
prepayment
speeds,
credit
risk,
etc.).
Investments
which
are
generally
included
in
this
category
include
certain
foreign
equities,
corporate
bonds,
municipal
bonds,
OTC
derivatives,
exchange
cleared
derivatives,
senior
floating
rate
interests,
repurchase
agreements,
and
U.S.
Government
and
Government
Agency
Obligations.
Level
3
-
Significant
unobservable
inputs
(including
the
Fund's
assumptions
in
determining
the
fair
value
of
investments).
Investments
which
are
generally
included
in
this
category
include
certain
common
stocks,
convertible
preferred
stocks,
corporate
bonds,
preferred
stocks,
privately-
held
entities,
or
senior
floating
rate
interests.
In
accordance
with
Accounting
Standards
Codification
820
-
Fair
Value
Measurement
,
the
Fund
has
elected
to
apply
the
practical
expedient
to
value
its
investments
in
the
Joint
Venture
at
its
respective
net
asset
value
each
calendar
month.
The
Joint
Venture
is
valued
at
net
asset
value
and
is
excluded
from
the
fair
value
hierarchy.
The
availability
of
observable
inputs
can
vary
from
security
to
security
and
is
affected
by
a
wide
variety
of
factors,
including,
for
example,
the
type
of
security,
whether
the
security
is
new
and
not
yet
established
in
the
market
place,
and
other
characteristics
particular
to
the
transaction.
To
the
extent
that
valuation
is
based
on
models
or
inputs
that
are
less
observable
or
unobservable
in
the
market,
the
determination
of
fair
value
requires
more
judgment.
Accordingly,
the
degree
of
judgment
exercised
by
the
Fund
in
determining
fair
value
is
greatest
for
instruments
categorized
in
Level
3.
In
certain
cases,
the
inputs
used
to
measure
fair
value
may
fall
into
different
levels
of
the
fair
value
hierarchy.
In
such
cases,
for
disclosure
purposes,
the
level
in
the
fair
value
hierarchy
within
which
the
fair
value
measurement
in
its
entirety
falls
is
determined
based
on
the
lowest
level
input
that
is
significant
to
the
fair
value
measurement
in
its
entirety.
Fair
value
is
a
market-based
measure
considered
from
the
perspective
of
a
market
participant
who
holds
the
asset
rather
than
an
entity
specific
measure.
Therefore,
even
when
market
assumptions
are
not
readily
available,
the
Fund's
own
assumptions
are
set
to
reflect
those
that
market
participants
would
use
in
pricing
the
asset
or
liability
at
the
measurement
date.
The
Fund
uses
prices
and
inputs
that
are
current
as
of
the
measurement
date,
when
available.
Unfunded
Loan
Commitment
Net
Unrealized
Gain/(Loss)
Principal
Private
Credit
Fund
$
32,513
$
(81)
3.
Operating
Policies
(continued)
Notes
to
Consolidated
Financial
Statements
Principal
Private
Credit
Fund
March
31,
2026
13
Investments
which
are
included
in
the
Level
3
category
may
be
valued
using
quoted
prices
from
brokers
and
dealers
participating
in
the
market
for
these
investments.
These
investments
are
classified
as
Level
3
investments
due
to
the
lack
of
market
transparency
and
market
corroboration
to
support
these
quoted
prices.
Valuation
models
may
be
used
as
the
pricing
source
for
other
investments
classified
as
Level
3.
Valuation
models
rely
on
one
or
more
significant
unobservable
inputs
such
as:
yield
to
maturity,
EBITDA
multiples,
discount
rates,
available
cash,
or
direct
offering
price.
Significant
increases
in
yield
to
maturity,
EBITDA
multiples,
available
cash,
or
direct
offering
price
would
have
resulted
in
significantly
higher
fair
value
measurements.
A
significant
increase
in
discount
rates
would
have
resulted
in
a
significantly
lower
fair
value
measurement.
Benchmark
pricing
procedures
set
the
base
price
of
a
security
based
on
current
market
data.
The
base
price
may
be
a
broker-dealer
quote,
transaction
price,
or
internal
value
based
on
relevant
market
data.
The
fair
values
of
these
securities
are
dependent
on
economic,
political,
and
other
considerations.
The
values
of
such
securities
may
be
affected
by
significant
changes
in
the
economic
conditions,
changes
in
government
policies,
and
other
factors
(e.g.,
natural
disasters,
pandemics,
accidents,
conflicts,
etc.).
The
inputs
or
methodology
used
for
valuing
securities
are
not
necessarily
an
indication
of
the
risk
associated
with
investing
in
those
instruments.
The
following
is
a
summary
of
the
inputs
used
as
of
March
31,
2026
in
valuing
the
Fund's
securities
carried
at
fair
value
(amounts
in
thousands):
*For
additional
detail
regarding
sector
and/or
sub-industry
classifications,
please
see
the
schedule
of
investments
Certain
detailed
information
is
provided
for
those
Funds
with
significant
investments
in
Level
3
securities.
Quantitative
information
about
the
significant
unobservable
inputs
used
in
the
fair
value
measurements
categorized
within
Level
3
of
the
fair
value
hierarchy
is
as
follows
(amounts
in
thousands):
*Unobservable
inputs
were
weighted
by
the
relative
fair
value
of
the
instruments
**During
the
period,
the
valuation
technique
for
Warrior
Ultimate
Holdings
LLC
-
Class
A
Common,
AKS
Engineering
Holdings
LLC,
CVS
Parent
Holdings
LLC,
SENS
Intermediate
Holdings
LLC,
and
CPS
Investors,
LP
changed
from
using
the
transaction
price
to
using
the
Enterprise
Valuation
Model.
Fund
Level
1
-
Quoted
Prices
Level
2
-
Other
Significant
Observable
Inputs
Level
3
-
Significant
Unobservable
Inputs
Totals
(Level
1,2,3)
Principal
Private
Credit
Fund
Bonds*
$
-
$
6,718
$
-
$
6,718
Common
Stocks
Consumer,
Non-cyclical
-
-
293
293
Financial
-
-
176
176
Industrial
-
-
218
218
Technology
-
-
61
61
Investment
Companies*
3,482
-
-
3,482
Preferred
Stocks
Consumer,
Non-cyclical
-
-
42
42
Senior
Floating
Rate
Interests*
-
11,
817
118,
319
130,136
Total
$
3,482
$
18,5
35
$
119,
109
$
141,126
Investments
Using
NAV
as
practical
expedient
Joint
Venture
1,246
Total
investments
in
securities
$
142,372
Fund
Asset
Type
Fair
Value
as
of
March
31,
2026
Valuation
Technique
Unobservable
Input
Input
Valuations
(weighted
average)*
Impact
to
valuation
if
input
had
increased
Principal
Private
Credit
Fund
Senior
Floating
Rate
Interests
$118,319
Discounted
Cash
Flow
Discount
Rate
4.0%-10.4%
(5.5%)
Decrease
Common
Stock
748
Market
Comparables
EV/LTM
Revenue**
8.0x-18.8x
(14.4x)
Increase
Movement
of
Median
Multiples
50%
Increase
Preferred
Stock
42
Market
Comparables
EV/LTM
Revenue
13.5x
Increase
Movement
of
Median
Mulitples
50%
Increase
Total
$
119,109
4.
Fair
Valuation
(continued)
Notes
to
Consolidated
Financial
Statements
Principal
Private
Credit
Fund
March
31,
2026
14
The
changes
in
investments
measured
at
fair
value
for
which
Level
3
inputs
have
been
used
to
determine
fair
value
are
as
follows
(amounts
shown
in
thousands):
*Securities
are
transferred
into
Level
3
for
a
variety
of
reasons
including,
but
not
limited
to:
1.
Securities
where
trading
has
been
halted
2.
Securities
that
have
certain
restrictions
on
trading
3.
Instances
in
which
a
security
is
not
priced
by
a
pricing
service
**Securities
are
transferred
out
of
Level
3
for
a
variety
of
reasons
including,
but
not
limited
to:
1.
Securities
where
trading
resumes
2.
Securities
where
trading
restrictions
have
expired
3.
Instances
in
which
a
price
becomes
available
from
a
pricing
service
5.
Management
Agreement
and
Transactions
with
Affiliates
Management
Services.
The
Manager,
subject
to
the
supervision
of
the
Board,
is
responsible
for
the
investment
management
of
the
Fund.
The
Manager
serves
as
investment
advisor
to
the
Fund
pursuant
to
a
management
agreement
and
administration
agreement
(collectively
"Investment
Advisory
Agreements").
The
Manager
is
responsible
for
providing
continuous
supervision
of
the
investment
portfolio
of
the
Fund
as
well
as
certain
administrative
functions
to
the
Fund.
For
the
services
provided
to
the
Fund
under
the
Investment
Advisory
Agreements,
the
Fund
pays
the
Manager
fees
based
on
a
percentage
of
the
Fund's
average
daily
net
assets.
From
time
to
time,
the
Manager
may
waive
all
or
a
portion
of
its
fee.
The
management
fee
is
1.25%
and
the
administration
fee
is
0.10%
on
all
assets
(expressed
as
a
percentage
of
average
daily
net
assets).
The
Manager
has
contractually
agreed
to
limit
the
Fund's
expenses
(excluding
incentive
fees,
interest
expense
on
fund
borrowings
(but
including
other
expenses
associated
with
the
credit
facility),
expenses
related
to
fund
investments,
acquired
fund
fees
and
expenses,
tax
reclaim
recovery
expenses,
and
other
extraordinary
expenses).
The
reductions
and
reimbursements
are
in
amounts
that
maintain
total
operating
expenses
at
or
below
certain
limits.
The
limits
are
expressed
as
a
percentage
of
average
daily
net
assets
attributable
to
each
class
of
shares
on
an
annualized
basis
during
the
reporting
period.
Any
amounts
outstanding
at
the
end
of
the
year
are
shown
as
an
expense
reimbursement
from
Manager
or
expense
reimbursement
to
Manager
on
the
consolidated
statement
of
assets
and
liabilities
and
are
settled
monthly.
It
is
expected
that
the
operating
expense
limits
will
continue
through
the
period
ending
July
31,
2026,
the
contractual
expiration
date;
however,
the
Fund
and
the
Manager,
the
parties
to
the
agreement,
may
mutually
agree
to
terminate
the
operating
expense
limits
prior
to
the
end
of
the
period.
The
operating
expense
limits
are
as
follows:
Subject
to
applicable
expense
limits,
the
Fund
may
reimburse
the
Manager
for
expenses
incurred
during
the
current
fiscal
year
and
the
previous
two
fiscal
years.
All
organizational
expenses
of
the
Fund
will
be
borne
by
the
Fund.
As
of
March
31,
2026,
the
class
specific
reimbursements
subject
to
possible
future
recoupment
under
the
expense
limitation
agreement
were
as
follows
(amounts
in
thousands):
Fund
Value
as
of
March
31,
2025
Realized
Gain/
(Loss)
Accrued
Discounts/
Premiums
and
Change
in
Unrealized
Gain/
(Loss)
Purchases
Proceeds
from
Sales
Transfers
into
Level
3*
Transfers
Out
of
Level
3**
Value
as
of
March
31,
2026
Net
Change
in
Unrealized
Appreciation/
(Depreciation)
on
Investments
held
at
March
31,
2026
Principal
Private
Credit
Fund
Senior
Floating
Rate
Interests
$
70,110
$
74
$
261
$
56,167
$
(8,293)
$
-
$
-
$
118,319
$
90
Common
Stock
161
-
(25)
612
-
-
-
748
(25)
Preferred
Stock
38
-
4
-
-
-
-
42
4
Total
$
70,309
$
74
$
240
$56,779
$
(8,293)
$
-
$
-
$
119,109
$
69
Share
Class
Operating
Expense
Limit
Expiration
Class
A
2.60%
July
31,
2026
Class
Y
2.10
%
July
31,
2026
Institutional
2.30
%
July
31,
2026
4.
Fair
Valuation
(continued)
Notes
to
Consolidated
Financial
Statements
Principal
Private
Credit
Fund
March
31,
2026
15
*Includes
reimbursements
prior
to
June
3,
2024,
the
effective
date
of
the
Fund's
registration
statement
on
Form
N-2,
through
March
31,
2025.
Incentive
Fee
.
The
Incentive
Fee
is
calculated
daily
and
payable
to
the
Manager
quarterly
in
arrears
based
upon
the
Fund's
"pre-incentive
fee
net
investment
income"
for
the
immediately
preceding
quarter,
and
is
subject
to
a
hurdle
rate,
expressed
as
a
rate
of
return
on
the
Fund's
net
assets,
equal
to
the
greater
of
(x)
1.50%
per
quarter
(or
an
annualized
rate
of
6.00%),
or
(y)
the
sum
of
the
current
three-month
forward-looking
term
SOFR
(i.e.,
as
published
two-business
days
prior
to
the
commencement
of
the
applicable
quarter),
divided
by
four,
plus
0.75%
per
quarter
(the
"Hurdle
Rate"),
subject
to
a
"catch-up"
feature.
For
this
purpose,
"pre-incentive
fee
net
investment
income"
is
defined
as:
(i)
fund-level
book
interest
income,
dividend
income,
and
payment-in-kind
income
(and
not
including
amortization/accretion
or
income
generated
from
original
issue
discounts),
minus
(ii)
the
Fund's
operating
expense
(which,
for
this
purpose,
shall
include
interest
payments
on
fund
borrowings
as
well
as
other
credit
facility
expenses,
and
shall
not
include
any
distributions
and/or
shareholder
servicing
fees,
expenses
related
to
fund
investments,
acquired
fund
fees
and
expenses,
tax
reclaim
recovery
expenses,
litigation,
and
other
extraordinary
expense,
any
class-level
specific
expenses,
or
Incentive
Fee)
for
the
quarter.
Net
assets
means
the
total
assets
of
the
Fund
minus
the
Fund's
liabilities.
For
purposes
of
the
Incentive
Fee,
net
assets
are
calculated
using
the
quarter-to-date
average
net
assets
for
the
relevant
fiscal
quarter.
The
Hurdle
Rate
will
be
determined
at
the
beginning
of
each
applicable
quarter
and
will
remain
the
same
throughout
that
quarter.
In
the
event
that
SOFR
is
discontinued,
ceases
to
be
published
during
a
given
period,
or
is
otherwise
unavailable,
1.50%
will
be
used
as
the
Hurdle
Rate
for
the
applicable
quarter.
The
"catch-up"
provision
is
intended
to
provide
the
Manager
with
an
incentive
fee
of
15%
on
all
of
the
Fund's
pre-incentive
fee
net
investment
income
when
the
Fund's
pre-incentive
fee
net
investment
income
reaches
a
percentage
determined
based
upon
the
current
Hurdle
Rate
for
the
applicable
quarter.
For
the
year
ended
March
31,
2026,
the
Fund
did
not
incur
incentive
fees.
Distribution
Fees.
The
Class
A
shares
of
the
Fund
bear
distribution
fees.
The
fees
are
computed
at
an
annual
rate
of
0.25%
of
the
average
daily
net
assets
attributable
to
Class
A
shares
of
the
Fund.
Distribution
fees
are
paid
to
the
Distributor
of
the
Fund.
A
portion
of
the
distribution
fees
may
be
paid
to
other
selling
dealers
for
providing
certain
services.
Chief
Compliance
Officer
Expenses.
The
Fund
pays
certain
expenses
associated
with
the
Chief
Compliance
Officer
("CCO").
This
expense
is
allocated
among
the
registered
investment
companies
managed
by
the
Manager
based
on
the
relative
net
assets
of
each
fund
and
is
shown
on
the
statement
of
operations.
Sales
Charges.
The
Distributor
retains
sales
charges
on
certain
sales
of
Class
A
shares
based
on
declining
rates
which
begin
at
5.75%.
For
the
year
ended
March
31,
2026,
there
were
no
sales
charges
retained
by
the
Distributor.
Affiliated
Ownership.
As
of
March
31,
2026,
Principal
Life
Insurance
Company
(an
affiliate
of
the
Manager)
owned
shares
of
the
Fund
as
follows
(amounts
of
shares
in
thousands):
Principal
Private
Credit
Fund
1
11,651
1
6.
Investment
Transactions
For
the
year
ended
March
31,
2026,
the
cost
of
investment
securities
purchased
and
proceeds
from
investment
securities
sold
(not
including
short-
term
investments)
by
the
Fund
were
as
follows
(amounts
in
thousands):
7.
Repurchase
Offers
The
Fund
has
a
fundamental
policy
to
make
quarterly
repurchase
offers
for
no
less
than
5%
and
not
more
than
25%
of
its
shares
at
a
price
equal
to
net
asset
value
per
share,
unless
suspended
or
postponed
in
accordance
with
regulatory
requirements,
and
that
each
quarterly
repurchase
pricing
share
occur
on
the
Repurchase
Pricing
Date,
the
date
that
will
be
used
to
determine
the
Fund's
net
asset
value
per
share
applicable
to
the
repurchase.
The
Fund
will
make
quarterly
repurchase
offers
every
three
months,
in
the
following
months:
March,
June,
September,
and
December.
Share
Class
Expiring
March
31,
2027*
Expiring
March
31,
2028
Class
A
$34
$49
Class
Y
409
495
Institutional
34
58
Class
A
Class
Y
Institutional
Purchases
Sales
Principal
Private
Credit
Fund
$
69,506
$
20,537
5.
Management
Agreement
and
Transactions
with
Affiliates
(continued)
Notes
to
Consolidated
Financial
Statements
Principal
Private
Credit
Fund
March
31,
2026
16
The
Fund
will
repurchase
shares
that
are
tendered
by
a
specific
date
(the
"Repurchase
Request
Deadline"),
which
will
be
established
by
the
Board
in
accordance
with
Rule
23c-3,
as
amended
from
time
to
time.
Rule
23c-3
requires
the
Repurchase
Request
Deadline
to
be
no
less
than
21
and
no
more
than
42
days
after
the
Fund
sends
notification
to
shareholders
of
the
repurchase
offer.
There
will
be
a
maximum
14
calendar
day
period,
or
the
next
business
day
if
the
14th
calendar
day
is
not
a
business
day,
between
the
Repurchase
Request
Deadline
and
the
Repurchase
Pricing
Date.
If
a
repurchase
offer
by
the
Fund
is
oversubscribed,
the
Fund
may
repurchase,
but
is
not
required
to
repurchase,
additional
shares
up
to
a
maximum
amount
of
2%
of
the
outstanding
shares
of
the
Fund.
If
the
Fund
determines
not
to
repurchase
additional
shares
beyond
the
repurchase
offer
amount,
or
if
shareholders
tender
an
amount
of
shares
greater
than
that
which
the
Fund
is
entitled
to
repurchase,
the
Fund
will
repurchase
the
shares
tendered
on
a
pro
rata
basis.
During
the
year
ended
March
31,
2026,
the
Fund
completed
no
quarterly
repurchase
offers.
8.
Federal
Tax
Information
Distributions
to
Shareholders.
The
federal
income
tax
character
of
the
distribution
paid
for
the
year
ended
March
31,
2026,
was
as
follows
(amounts
in
thousands):
For
U.S.
federal
income
tax
purposes,
short-term
capital
gain
distributions
are
considered
ordinary
income
distributions.
Distributable
Earnings.
As
of
March
31,
2026,
the
components
of
distributable
earnings
(accumulated
loss)
on
a
federal
tax
basis
were
as
follows
(amounts
in
thousands):
*Represents
book-to-tax
accounting
differences.
Capital
Loss
Carryforwards.
For
federal
income
tax
purposes,
capital
loss
carryforwards
are
losses
that
can
be
used
to
offset
future
capital
gains
of
the
Fund.
As
of
March
31,
2026
,
the
Fund
had
no
capital
loss
carryforwards.
Late-Year
Losses.
A
regulated
investment
company
may
elect
to
treat
any
portion
of
its
qualified
late-year
loss
as
arising
on
the
first
day
of
the
next
taxable
year.
Qualified
late-year
losses
are
certain
capital
and
ordinary
losses
which
occur
during
the
portion
of
the
Fund's
taxable
year
subsequent
to
October
31
and
December
31,
respectively.
As
of
March
31,
2026
,
the
Fund
does
not
plan
to
defer
any
late-year
losses.
Reclassification
of
Capital
Accounts.
The
Fund
may
record
reclassifications
in
its
capital
accounts.
These
reclassifications
have
no
impact
on
the
total
net
assets
of
the
Fund.
The
reclassifications
are
a
result
of
permanent
differences
between
U.S.
GAAP
and
tax
accounting.
Adjustments
are
made
to
reflect
the
impact
these
items
have
on
current
and
future
distributions
to
shareholders.
Therefore,
the
source
of
the
Fund's
distributions
may
be
shown
in
the
accompanying
statement
of
changes
in
net
assets
as
from
net
investment
income
and
net
realized
gain
on
investments
or
from
tax
return
of
capital
depending
on
the
type
of
book
and
tax
differences
that
exist.
For
the
year
ended
March
31,
2026,
the
Fund
did
not
record
reclassifications.
Federal
Income
Tax
Basis.
As
of
March
31,
2026,
the
net
federal
income
tax
unrealized
appreciation
(depreciation)
and
federal
tax
cost
of
investments
and
unfunded
commitments
held
by
the
Fund
were
as
follows
(amounts
in
thousands):
Ordinary
Income
2026
2025
Principal
Private
Credit
Fund
$
7,541
$
4,422
Undistributed
Ordinary
Income
Undistributed
Long-Term
Capital
Gains
Accumulated
Losses
Net
Unrealized
Appreciation
(Depreciation)
Other
Temporary
Differences
*
Total
Accumulated
Earnings
(Deficit)
Principal
Private
Credit
Fund
$
80
$
8
$
-
$
(217)
$
-
$
(129)
Unrealized
Appreciation
Unrealized
(Depreciation)
Net
Unrealized
Appreciation/
(Depreciation)
Cost
for
Federal
Income
Tax
Purposes
Principal
Private
Credit
Fund
$
723
$
(940)
$
(217)
$
142,509
7.
Repurchase
Offers
(continued)
Notes
to
Consolidated
Financial
Statements
Principal
Private
Credit
Fund
March
31,
2026
17
9.
Subsequent
Events
Management
has
evaluated
events
and
transactions
that
have
occurred
through
the
date
the
consolidated
financial
statements
were
issued
that
would
merit
recognition
or
disclosure
in
the
consolidated
financial
statements.
The
Fund
completed
a
quarterly
repurchase
offer
on
April
30,
2026
which
resulted
in
6,100
shares
being
repurchased
for
$63,000.
There
were
no
additional
items
requiring
adjustment
of
the
consolidated
financial
statements
or
additional
disclosure.
Consolidated
Schedule
of
Investments
Principal
Private
Credit
Fund
March
31,
2026
See
accompanying
notes.
18
INVESTMENT
COMPANIES
-
2.85%
Shares
Held
Value
(000's)
Money
Market
Funds
-
2.85%
Morgan
Stanley
Institutional
Liquidity
Funds
-
Government
Portfolio
-
Institutional
Class
3.57%
(a),(b),(c),(d)
3,482,247
$
3,482
TOTAL
INVESTMENT
COMPANIES
$
3,482
COMMON
STOCKS
-
0.60%
Shares
Held
Value
(000's)
Commercial
Services
-
0.23%
APS
Blackwater
Holdings
LLC
(c),(e),(f),(g)
194
$
184
CPS
Investors,
LP
(e),(f),(g)
442
32
Mascarene
VTC
Investment
(e),(f),(g)
79,840
71
Warrior
Ultimate
Holdings
LLC
-
Class
A
Common
(c),(e),(f),(g)
87
-
$
287
Cosmetics
&
Personal
Care
-
0.00%
CVS
Parent
Holdings
LLC
(c),(e),(f),(g)
3
6
Diversified
Financial
Services
-
0.14%
CWC
Fund
I
Co-Invest
MFA
LP
(c),(e),(f),(g)
183,735
176
Electrical
Components
&
Equipment
-
0.09%
SENS
Intermediate
Holdings
LLC
(c),(e),(f),(g)
80
106
Electronics
-
0.07%
Advantage
Surveillance,
LLC
(c),(e),(f),(g)
93
89
Engineering
&
Construction
-
0.02%
AKS
Engineering
Holdings
LLC
(c),(e),(f),(g)
20
23
Enterprise
Software
&
Services
-
0.01%
Douglas
Top
Parent
LLC
(c),(e),(f),(g)
19,712
17
Software
-
0.04%
CIT
Intermediate
Holdco,
Inc.
(e),(f),(g)
5
44
TOTAL
COMMON
STOCKS
$
748
JOINT
VENTURE
-
1.02%
Shares
Held
Value
(000's)
Private
Equity
-
1.02%
Principal
Private
Credit
Fund
Joint
Venture,
LLC
(e),(g),(h)
1,239,769
1,246
TOTAL
JOINT
VENTURE
$
1,246
PREFERRED
STOCKS
-
0.03%
Shares
Held
Value
(000's)
Commercial
Services
-
0.03%
Warrior
Ultimate
Holdings
LLC
-
Class
A
Preferred
0.00%
(c),(e),(f),(g)
394
$
42
TOTAL
PREFERRED
STOCKS
$
42
BONDS
-
5.49%
Principal
Amount
(000's)
Value
(000's)
Aerospace
&
Defense
-
0.11%
TransDigm
Inc
6.38%,
03/01/2029
(
i
)
$
135
$
138
Airlines
-
0.00%
OneSky
Flight
LLC
8.88%,
12/15/2029
(
i
)
5
5
Building
Materials
-
0.17%
AmeriTex
HoldCo
Intermediate
LLC
7.63%,
08/15/2033
(
i
)
76
78
Smyrna
Ready
Mix
Concrete
LLC
6.00%,
11/01/2028
(
i
)
140
139
$
217
Diversified
Financial
Services
-
0.62%
Credit
Acceptance
Corp
9.25%,
12/15/2028
(
i
)
335
347
OneMain
Finance
Corp
3.50%,
01/15/2027
135
132
Rocket
Cos
Inc
6.13%,
08/01/2030
(
i
)
275
279
$
758
Electric
-
0.57%
Clearway
Energy
Operating
LLC
4.75%,
03/15/2028
(
i
)
325
321
VoltaGrid
LLC
7.38%,
11/01/2030
(
i
)
359
370
$
691
BONDS
(continued)
Principal
Amount
(000's)
Value
(000's)
Engineering
&
Construction
-
0.06%
Global
Infrastructure
Solutions
Inc
5.63%,
06/01/2029
(
i
)
$
70
$
69
Entertainment
-
0.30%
Caesars
Entertainment
Inc
4.63%,
10/15/2029
(
i
)
380
366
Food
-
0.56%
B&G
Foods
Inc
8.00%,
09/15/2028
(
i
)
365
360
Chobani
LLC
/
Chobani
Finance
Corp
Inc
7.63%,
07/01/2029
(
i
)
320
327
$
687
Forest
Products
&
Paper
-
0.01%
Mercer
International
Inc
12.88%,
10/01/2028
(
i
)
15
9
Healthcare
-
Services
-
0.19%
LifePoint
Health
Inc
11.00%,
10/15/2030
(
i
)
95
102
Tenet
Healthcare
Corp
6.13%,
06/15/2030
140
141
$
243
Investment
Companies
-
0.11%
Icahn
Enterprises
LP
/
Icahn
Enterprises
Finance
Corp
4.38%,
02/01/2029
160
137
Media
-
0.45%
CCO
Holdings
LLC
/
CCO
Holdings
Capital
Corp
5.38%,
06/01/2029
(
i
)
405
400
Directv
Financing
LLC
/
Directv
Financing
Co-
Obligor
Inc
5.88%,
08/15/2027
(
i
)
144
144
$
544
Oil
&
Gas
-
0.18%
Aethon
United
BR
LP
/
Aethon
United
Finance
Corp
7.50%,
10/01/2029
(
i
)
70
73
Chord
Energy
Corp
6.00%,
10/01/2030
(
i
)
140
142
$
215
Oil
&
Gas
Services
-
0.06%
Enerflex
Inc
6.88%,
01/15/2031
(
i
)
35
36
Kodiak
Gas
Services
LLC
5.88%,
04/01/2031
(
i
)
35
35
$
71
Packaging
&
Containers
-
0.58%
Clydesdale
Acquisition
Holdings
Inc
6.63%,
04/15/2029
(
i
)
375
368
Mauser
Packaging
Solutions
Holding
Co
7.88%,
04/15/2030
(
i
)
335
335
$
703
Pharmaceuticals
-
0.35%
AdaptHealth
LLC
6.13%,
08/01/2028
(
i
)
255
254
Endo
Finance
Holdings
LP
8.50%,
04/15/2031
(
i
)
165
173
$
427
Pipelines
-
0.41%
NGL
Energy
Operating
LLC
/
NGL
Energy
Finance
Corp
8.13%,
02/15/2029
(
i
)
135
139
Venture
Global
LNG
Inc
9.50%,
02/01/2029
(
i
)
340
367
$
506
REITs
-
0.63%
Arbor
Realty
SR
Inc
7.88%,
07/15/2030
(
i
)
40
37
8.50%,
12/15/2028
(
i
)
245
241
Consolidated
Schedule
of
Investments
Principal
Private
Credit
Fund
March
31,
2026
See
accompanying
notes.
19
BONDS
(continued)
Principal
Amount
(000's)
Value
(000's)
REITs
(continued)
Ladder
Capital
Finance
Holdings
LLLP
/
Ladder
Capital
Finance
Corp
4.75%,
06/15/2029
(
i
)
$
360
$
349
Park
Intermediate
Holdings
LLC
/
PK
Domestic
Property
LLC
/
PK
Finance
Co-Issuer
4.88%,
05/15/2029
(
i
)
145
139
$
766
Retail
-
0.02%
Victra
Holdings
LLC
/
Victra
Finance
Corp
8.75%,
09/15/2029
(
i
)
25
26
Telecommunications
-
0.11%
EchoStar
Corp
10.75%,
11/30/2029
130
140
TOTAL
BONDS
$
6,718
SENIOR
FLOATING
RATE
INTERESTS
-
106.48%
Principal
Amount
(000's)
Value
(000's)
Advertising
-
3.08%
Finn
Partners
Inc
;
Term
Loan
10.35%,
07/01/2026
(b),(f)
1,274
1,275
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
6.65%
KL
Charlie
Acquisition
Corp
;
Term
Loan
8.77%,
12/30/2029
(b),(f)
789
781
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
10.20%
KL
Charlie
Acquisition
Corp
;
Delayed
Draw
Term
Loan
8.77%,
12/30/2029
(b),(f)
1,376
1,363
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
10.20%
8.77%,
12/30/2029
(f)
263
261
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
5.10%
8.80%,
12/30/2029
(f)
90
89
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
5.10%
$
3,769
Aerospace
&
Defense
-
4.52%
TransDigm
Inc
;
Term
Loan
J
7.26%,
02/28/2031
575
575
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
2.50%
Trident
Borrower,
LLC
;
Revolver
8.09%,
03/05/2032
(f)
690
683
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.50%
Trident
Borrower,
LLC
;
Term
Loan
8.17%,
03/05/2032
(f)
4,310
4,267
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.50%
$
5,525
Automobile
Parts
&
Equipment
-
0.55%
M&D
Midco
Inc
;
Term
Loan
9.85%,
08/31/2028
(b),(f)
663
663
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
6.15%
Beverages
-
3.32%
Diaspora
Tea
&
Herb
Company,
LLC
;
Term
Loan
8.16%,
02/18/2032
(f)
3,393
3,360
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.50%
Diaspora
Tea
&
Herb
Company,
LLC
;
Revolver
8.16%,
02/18/2032
(f)
558
552
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.50%
SENIOR
FLOATING
RATE
INTERESTS
(continued)
Principal
Amount
(000's)
Value
(000's)
Beverages
(continued)
Diaspora
Tea
&
Herb
Company,
LLC
;
Delayed
Draw
Term
Loan
8.10%,
02/18/2032
(f)
$
152
$
150
CME
Term
Secured
Overnight
Financing
Rate
6
Month
+
4.50%
$
4,062
Building
Materials
-
0.89%
Stonegrove
Roofing,
LLC
;
Delayed
Draw
Term
Loan
8.92%-8.94%,
04/17/2030
(f)
1,110
1,093
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
5.25%
Chemicals
-
3.58%
B'laster
Holdings
LLC
;
Term
Loan
8.42%,
10/25/2029
(b),(f)
1,147
1,136
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.75%
8.43%,
10/25/2029
(f)
580
574
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
4.75%
Element
Solutions
Inc
;
Term
Loan
B3
5.42%,
12/18/2030
301
301
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
1.75%
Kano
Intermediate
Inc.
;
Term
Loan
8.42%,
12/17/2030
(b),(f)
2,306
2,306
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.75%
Kano
Intermediate
Inc.
;
Delayed
Draw
Term
Loan
8.42%,
12/17/2030
(f)
52
52
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.75%
$
4,369
Commercial
Services
-
25.43%
Atlantic
Pipe
Services,
LLC
;
Revolver
8.12%-8.17%,
12/01/2031
(f)
233
231
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
4.50%,
CME
Term
Secured
Overnight
Financing
Rate
6
Month
+
4.50%
Atlantic
Pipe
Services,
LLC
;
Term
Loan
8.22%,
12/01/2031
(f)
2,221
2,197
CME
Term
Secured
Overnight
Financing
Rate
6
Month
+
4.50%
Barricade
Holdings
LLC
;
Term
Loan
8.42%,
09/30/2030
(b),(f)
262
258
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
4.75%
8.44%,
09/30/2030
(b),(f)
3,010
2,964
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
4.75%
Barricade
Holdings
LLC
;
Revolver
8.42%-10.50%,
09/30/2030
(f)
538
530
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
4.75%,
Prime
Rate
+
3.75%
CPS
Holdco,
Inc
;
Delayed
Draw
Term
Loan
8.43%,
03/28/2031
(f)
103
103
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.75%
8.44%,
03/28/2031
(f)
766
765
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.75%
CPS
Holdco,
Inc
;
Term
Loan
8.44%,
03/28/2031
(f)
1,487
1,483
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.75%
Consolidated
Schedule
of
Investments
Principal
Private
Credit
Fund
March
31,
2026
See
accompanying
notes.
20
SENIOR
FLOATING
RATE
INTERESTS
(continued)
Principal
Amount
(000's)
Value
(000's)
Commercial
Services
(continued)
Cy's
Holdings,
LLC
;
Term
Loan
9.68%,
03/04/2031
(f)
$
2,176
$
2,133
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
6.00%
Fowler
Route
Co.,
Inc
;
Term
Loan
9.20%,
02/28/2030
(b),(f)
2,171
2,164
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
5.50%
Fowler
Route
Co.,
Inc
;
Revolver
9.17%-9.18%,
02/28/2030
(f)
224
224
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
5.50%
Fowler
Route
Co.,
Inc
;
Delayed
Draw
Term
Loan
9.12%,
02/28/2030
(f)
45
45
CME
Term
Secured
Overnight
Financing
Rate
6
Month
+
5.50%
HEF
Safety
Ultimate
Holdings,
LLC
;
Term
Loan
8.87%,
11/19/2029
(b),(f)
1,033
1,033
CME
Term
Secured
Overnight
Financing
Rate
6
Month
+
5.25%
Mazcon
,
A
Kurtz
Bros.
Company,
LLC
;
Term
Loan
8.41%,
11/25/2030
(f)
2,103
2,077
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.75%
Prosource
Holdings
MP,
LLC
;
Term
Loan
8.19%,
12/30/2030
(f)
1,557
1,557
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.50%
Prosource
Holdings
MP,
LLC
;
Delayed
Draw
Term
Loan
8.20%,
12/30/2030
(f)
515
515
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.50%
Riverview
Landscape
Holdings
LLC
;
Delayed
Draw
Term
Loan
10.20%,
01/29/2030
(f)
2,319
2,298
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
6.50%
Riverview
Landscape
Holdings
LLC
;
Revolver
10.17%,
01/29/2030
(f)
137
136
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
6.50%
Riverview
Landscape
Holdings
LLC
;
Term
Loan
10.20%,
01/29/2030
(b),(f)
1,873
1,855
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
6.50%
Rotolo
Consultants
Inc.
;
Term
Loan
9.45%,
01/31/2031
(b),(f)
1,530
1,527
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
5.75%
Ruppert
Landscape,
LLC
;
Term
Loan
8.69%,
12/01/2028
(b),(f)
615
615
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
5.00%
Ruppert
Landscape,
LLC
;
Delayed
Draw
Term
Loan
8.70%,
12/01/2028
(b),(f)
149
149
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
5.00%
Sales
Performance
International,
LLC
;
Term
Loan
8.71%,
08/24/2028
(b),(f)
1,022
1,018
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
5.00%
8.73%,
08/24/2028
(b),(f)
1,641
1,636
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
5.00%
SENIOR
FLOATING
RATE
INTERESTS
(continued)
Principal
Amount
(000's)
Value
(000's)
Commercial
Services
(continued)
Shift4
Payments
LLC
;
Term
Loan
B
5.65%,
06/30/2032
$
549
$
547
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
2.00%
Veritiv
Operating
Co
;
Term
Loan
B
7.70%,
11/30/2030
491
477
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.00%
VTC
Buyer
Corp.
;
Delayed
Draw
Term
Loan
8.93%,
07/15/2031
(f)
373
376
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
5.25%
8.93%,
07/15/2031
(f)
99
100
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
5.25%
VTC
Buyer
Corp.
;
Revolver
8.90%-8.92%,
07/15/2031
(f)
78
78
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
5.25%
VTC
Buyer
Corp.
;
Term
Loan
8.94%,
07/15/2031
(f)
722
726
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
5.25%
Wolverine
Seller
Holdings,
LLC
;
Delayed
Draw
Term
Loan
8.42%,
01/17/2030
(f)
362
361
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.75%
Wolverine
Seller
Holdings,
LLC
;
Revolver
8.45%,
01/17/2030
(f)
33
33
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.75%
Wolverine
Seller
Holdings,
LLC
;
Term
Loan
8.44%,
01/17/2030
(b),(f)
869
866
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.75%
$
31,077
Computers
-
0.35%
McAfee
Corp
;
Term
Loan
B1
6.67%,
03/01/2029
476
424
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
3.00%
Consumer
Products
-
0.24%
Kronos
Acquisition
Holdings
Inc
;
Term
Loan
B
7.70%,
06/27/2031
493
298
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.00%
Cosmetics
&
Personal
Care
-
8.89%
Accupac
,
LLC
;
Term
Loan
12.67%,
12/31/2029
(b),(f)
2,132
2,036
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
9.00%
Accupac
,
LLC
;
Revolver
10.65%-10.67%,
12/31/2029
(f)
206
196
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
7.00%
CompletePet
Florida,
LLC
;
Term
Loan
8.19%,
02/05/2030
(b),(f)
4,157
4,155
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.50%
8.19%,
02/06/2030
(b),(f)
596
595
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.50%
CompletePet
Florida,
LLC
;
Revolver
8.17%,
02/05/2030
(f)
181
181
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
4.50%
Consolidated
Schedule
of
Investments
Principal
Private
Credit
Fund
March
31,
2026
See
accompanying
notes.
21
SENIOR
FLOATING
RATE
INTERESTS
(continued)
Principal
Amount
(000's)
Value
(000's)
Cosmetics
&
Personal
Care
(continued)
G-2
Lather
Acquisition
Corp.
;
Term
Loan
8.69%,
01/31/2031
(f)
$
1,206
$
1,200
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
5.00%
WB
Group
Acquisition
Company
;
Term
Loan
8.41%,
02/03/2032
(f)
2,406
2,376
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.75%
WB
Group
Acquisition
Company
;
Revolver
8.43%,
02/03/2032
(f)
122
121
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.75%
$
10,860
Diversified
Financial
Services
-
4.68%
Jane
Street
Group
LLC
;
Term
Loan
B
5.96%,
12/15/2031
539
529
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
2.00%
Jupiter
Borrower
Inc
;
Term
Loan
B
0.00%,
03/25/2033
(j)
345
344
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
2.75%
Merit
Financial
Group,
LLC
;
Term
Loan
8.44%,
08/27/2032
(f)
2,041
2,029
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.75%
Merit
Financial
Group,
LLC
;
Delayed
Draw
Term
Loan
8.42%,
08/27/2032
(f)
454
451
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.75%
Merit
Financial
Group,
LLC
;
Revolver
8.42%,
08/27/2032
(f)
204
203
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.75%
Obra
Capital,
Inc
;
Term
Loan
11.06%,
06/21/2029
(f)
2,163
2,154
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
7.36%
$
5,710
Electric
-
1.15%
TPS
Intermediate,
LLC
;
Term
Loan
8.79%,
06/09/2029
(b),(f)
1,270
1,248
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
5.10%
TPS
Intermediate,
LLC
;
Delayed
Draw
Term
Loan
8.74%,
06/08/2029
(f)
158
155
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
5.10%
$
1,403
Electrical
Components
&
Equipment
-
3.18%
Energizer
Holdings
Inc
;
Term
Loan
B
5.67%,
03/13/2032
404
402
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
2.00%
Engineered
Products
Co.,
LLC
;
Term
Loan
8.40%,
08/12/2031
(f)
2,208
2,197
CME
Term
Secured
Overnight
Financing
Rate
6
Month
+
4.75%
Engineered
Products
Co.,
LLC
;
Revolver
8.32%-8.42%,
08/12/2031
(f)
99
99
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.75%,
CME
Term
Secured
Overnight
Financing
Rate
6
Month
+
4.75%
SENIOR
FLOATING
RATE
INTERESTS
(continued)
Principal
Amount
(000's)
Value
(000's)
Electrical
Components
&
Equipment
(continued)
SENS
Intermediate
Holdings
LLC
;
Term
Loan
8.44%,
03/10/2031
(f)
$
1,174
$
1,173
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.75%
$
3,871
Electronics
-
3.39%
Advantage
Surveillance,
LLC
;
Term
Loan
8.16%,
11/04/2030
(f)
935
919
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.50%
Advantage
Surveillance,
LLC
;
Revolver
8.15%,
11/04/2030
(f)
10
10
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.50%
AEP
Passion
Intermediate
Holdings
Inc
;
Term
Loan
5.57%,
PIK
4.75%;
10/05/2027
(f),(k)
354
346
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
6.65%
AIDC
Intermediate
Co
2,
LLC
;
Term
Loan
8.95%,
07/22/2027
(b),(f)
1,529
1,529
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
5.25%
DecisionPoint
Technologies,
Inc.
;
Term
Loan
9.43%,
09/03/2029
(f)
1,365
1,343
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
5.75%
$
4,147
Engineering
&
Construction
-
1.93%
AKS
Engineering
&
Forestry,
LLC
;
Term
Loan
8.44%,
01/02/2031
(b),(f)
1,397
1,383
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.75%
8.44%,
01/07/2031
(f)
414
410
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.75%
Force
Electrical
Buyerco
,
LLC
;
Delayed
Draw
Term
Loan
8.14%-8.17%,
10/21/2032
(f)
60
59
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.50%
Force
Electrical
Buyerco
,
LLC
;
Term
Loan
8.17%,
10/21/2032
(f)
460
458
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.50%
Force
Electrical
Buyerco
,
LLC
;
Revolver
10.11%,
10/21/2032
(f)
63
62
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.50%
$
2,372
Enterprise
Software
&
Services
-
4.32%
Douglas
Holdings,
Inc.
;
Term
Loan
0.00%,
PIK
9.44%;
08/27/2030
(f),(k)
1,182
1,177
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
5.75%
Douglas
Holdings,
Inc.
;
Delayed
Draw
Term
Loan
9.41%-9.44%,
08/27/2030
(f)
257
256
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
5.75%
Douglas
Holdings,
Inc.
;
Synthetic
PIK
Delayed
Draw
Term
Loan
9.44%,
PIK
0.00%;
08/27/2030
(f),(k)
145
146
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
5.75%
Consolidated
Schedule
of
Investments
Principal
Private
Credit
Fund
March
31,
2026
See
accompanying
notes.
22
SENIOR
FLOATING
RATE
INTERESTS
(continued)
Principal
Amount
(000's)
Value
(000's)
Enterprise
Software
&
Services
(continued)
ES
Ventures,
LLC
;
Term
Loan
8.41%,
12/13/2028
(b),(f)
$
1,021
$
1,006
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.75%
8.41%,
12/13/2028
(b),(f)
685
675
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.75%
UKi
Buyer
LLC
;
Term
Loan
8.38%,
01/13/2032
(f)
2,056
2,025
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
4.75%
$
5,285
Environmental
Control
-
0.88%
Gold
Medal
Holdings
Inc
;
Term
Loan
9.45%,
03/17/2027
(b),(f)
1,074
1,074
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
5.75%
Food
-
4.72%
Cornhusker
Buyer,
Inc.
;
Term
Loan
8.32%,
PIK
1.75%;
10/31/2028
(f),(k)
782
782
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
6.40%
Costanzo's
Bakery,
LLC
;
Term
Loan
9.20%,
06/18/2027
(b),(f)
780
780
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
5.50%
Fiesta
Purchaser
Inc
;
Term
Loan
B
6.42%,
02/12/2031
491
478
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
2.75%
Hill
Country
Dairies,
Inc.
;
Term
Loan
8.69%,
08/01/2030
(b),(f)
1,529
1,532
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
5.00%
Hill
Country
Dairies,
Inc.
;
Delayed
Draw
Term
Loan
8.67%,
08/01/2030
(f)
71
71
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
5.00%
KNPC
Holdco,
LLC
;
Term
Loan
9.29%,
10/22/2029
(b),(f)
1,260
1,260
CME
Term
Secured
Overnight
Financing
Rate
6
Month
+
5.60%
10.55%,
10/22/2029
(b),(f)
205
205
CME
Term
Secured
Overnight
Financing
Rate
6
Month
+
6.85%
Maldives
Acquisition,
LLC
;
Term
Loan
9.81%,
07/15/2028
(f)
659
657
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
6.15%
$
5,765
Healthcare
-
Services
-
12.16%
Ally
Medical
Holdings,
L.L.C.
;
Term
Loan
10.77%,
01/15/2030
(f)
1,312
1,286
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
7.00%
IPC
Pain
Acquisition
LLC
;
Term
Loan
9.20%,
05/19/2027
(f)
198
197
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
5.50%
9.20%,
05/19/2027
(f)
413
411
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
5.50%
LifePoint
Health
Inc
;
Term
Loan
B
7.42%,
05/16/2031
244
244
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
3.75%
SENIOR
FLOATING
RATE
INTERESTS
(continued)
Principal
Amount
(000's)
Value
(000's)
Healthcare
-
Services
(continued)
North
Haven
USHC
Acquisition,
Inc.
;
Term
Loan
0.88%,
PIK
8.33%;
10/29/2027
(b),(f),(k)
$
716
$
712
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
5.35%
Orion
Midco
LLC
;
Term
Loan
8.94%,
05/21/2031
(b),(f)
2,071
2,085
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
5.25%
Pediatric
Home
Respiratory
Services,
LLC
;
Term
Loan
9.12%,
12/23/2030
(f)
1,775
1,776
CME
Term
Secured
Overnight
Financing
Rate
6
Month
+
5.50%
9.12%,
12/23/2030
(b),(f)
2,820
2,819
CME
Term
Secured
Overnight
Financing
Rate
6
Month
+
5.50%
Pediatric
Home
Respiratory
Services,
LLC
;
Revolver
9.19%,
12/23/2030
(f)
62
62
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
5.50%
SDG
MGMT
Company,
LLC
;
Term
Loan
9.53%,
07/03/2028
(b),(f)
717
717
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
5.85%
9.80%,
07/03/2028
(b),(f)
215
215
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
6.10%
SSA
Acquisition
Holdco,
LLC
;
Term
Loan
9.95%,
07/25/2029
(b),(f)
1,942
1,914
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
6.25%
SSA
Acquisition
Holdco,
LLC
;
Revolver
9.95
%,
07/25/2029
(f)
47
47
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
6.25%
SSA
Acquisition
Holdco,
LLC
;
Delayed
Draw
Term
Loan
9.95%,
07/25/2029
(f)
1,174
1,157
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
6.25%
9.95%,
07/25/2029
(f)
1,229
1,211
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
6.25%
$
14,853
Insurance
-
0.18%
Asurion
LLC
;
Term
Loan
B4
9.05%,
01/20/2029
228
226
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
5.25%
Internet
-
0.54%
iliad
SA
;
Term
Loan
6.42%,
02/01/2029
665
660
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
2.75%
Lodging
-
0.39%
Fertitta
Entertainment
LLC/NV
;
Term
Loan
B
6.92%,
01/27/2029
491
481
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
3.25%
Machinery
-
Diversified
-
0.01%
TK
Elevator
US
Newco
Inc
;
Term
Loan
B
6.38%,
04/30/2030
15
15
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
3.00%
Consolidated
Schedule
of
Investments
Principal
Private
Credit
Fund
March
31,
2026
See
accompanying
notes.
23
SENIOR
FLOATING
RATE
INTERESTS
(continued)
Principal
Amount
(000's)
Value
(000's)
Media
-
0.67%
Directv
Financing
LLC
;
Tern
Loan
Extended
9.18%,
08/02/2029
$
112
$
112
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
5.25%
Directv
Financing
LLC
;
Term
Loan
B
9.17%,
02/15/2031
345
344
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
5.50%
iHeartCommunications
Inc
;
Term
Loan
9.56%,
05/01/2029
421
368
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
5.78%
$
824
Mining
-
0.23%
Arsenal
AIC
Parent
LLC
;
Term
Loan
B
6.42%,
08/18/2030
285
285
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
2.75%
Oil
&
Gas
Services
-
0.34%
Deep
Blue
Operating
I
LLC
;
Term
Loan
B
6.42%,
10/01/2032
420
421
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
2.75%
Packaging
&
Containers
-
2.57%
Clydesdale
Acquisition
Holdings
Inc
;
Term
Loan
B
6.92%,
03/26/2032
482
449
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
3.25%
Flexpak
Investment
Corp
;
Term
Loan
8.55%,
07/30/2027
(f)
278
278
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
4.85%
Keg
Logistics
LLC
;
Term
Loan
10.23%,
PIK
0.50%;
11/23/2027
(b),(f),(k)
1,943
1,943
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
6.90%
Mauser
Packaging
Solutions
Holding
Co
;
Term
Loan
B
7.16%,
04/15/2030
495
477
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
3.50%
$
3,147
Pharmaceuticals
-
2.95%
1261229
BC
Ltd
;
Term
Loan
B
9.92%,
10/08/2030
900
868
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
6.25%
Endo
Finance
Holdings
LP
;
Term
Loan
B
7.42%,
04/23/2031
493
489
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
4.00%
KL
Moon
Acquisition,
LLC
;
Term
Loan
10.85%,
PIK
0.00%;
02/01/2029
(f),(k)
632
627
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
7.00%
Vert
Markets
LLC
;
Term
Loan
8.95%,
12/18/2029
(b),(f)
1,479
1,470
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
5.25%
Vert
Markets
LLC
;
Revolver
8.92%,
12/18/2029
(f)
158
157
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
5.25%
$
3,611
SENIOR
FLOATING
RATE
INTERESTS
(continued)
Principal
Amount
(000's)
Value
(000's)
Retail
-
0.85%
KFC
Holding
Co
;
Term
Loan
B
5.56%,
03/15/2028
$
492
$
492
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
1.75%
Michaels
Cos
Inc
/The
;
Term
Loan
B
8.67%,
02/18/2033
565
547
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
5.00%
$
1,039
Software
-
8.61%
CEV
Multimedia,
LLC
;
Term
Loan
10.05%,
12/27/2027
(b),(f)
240
240
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
6.35%
Charles
IT,
LLC
;
Term
Loan
8.44%,
11/14/2030
(f)
1,492
1,461
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.75%
Charles
IT,
LLC
;
Delayed
Draw
Term
Loan
8.42%,
11/14/2030
(f)
794
778
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.75%
Cleartelligence
,
LLC
;
Term
Loan
9.70%,
07/10/2029
(f)
2,441
2,392
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
6.00%
Cleartelligence
,
LLC
;
Revolver
9.67%,
07/10/2029
(f)
61
59
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
6.00%
Cloud
Software
Group
Inc
;
Term
Loan
B1
6.95%,
08/13/2032
499
455
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
3.25%
Global
Precision
Research,
LLC
;
Term
Loan
8.19%,
10/28/2031
(f)
1,538
1,503
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
4.50%
Moonraker
AcquisitionCo
LLC
;
Term
Loan
9.45%,
08/04/2028
(b),(f)
798
798
CME
Term
Secured
Overnight
Financing
Rate
6
Month
+
5.75%
PTS
HoldCo
,
Inc.
;
Term
Loan
9.45%,
03/04/2031
(f)
2,880
2,829
CME
Term
Secured
Overnight
Financing
Rate
3
Month
+
5.75%
$
10,515
Telecommunications
-
1.88%
OptConnect
Management,
LLC
;
Revolver
8.42%,
11/22/2028
(f)
37
37
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
4.75%
OptConnect
Management,
LLC
;
Term
Loan
8.42%,
11/22/2028
(f)
1,764
1,746
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
4.75%
Zayo
Group
Holdings
Inc
;
PIK
Term
Loan
7.87%,
PIK
0.50%;
03/11/2030
(k)
519
509
CME
Term
Secured
Overnight
Financing
Rate
1
Month
+
3.50%
$
2,292
TOTAL
SENIOR
FLOATING
RATE
INTERESTS
$
130,136
Total
Investments
$
142,372
Other
Assets
and
Liabilities
- (16.47)%
(20,171)
TOTAL
NET
ASSETS
-
100.00%
$
122,201
Consolidated
Schedule
of
Investments
Principal
Private
Credit
Fund
March
31,
2026
See
accompanying
notes.
24
(a)
1-day
yield
shown
is
as
of
period
end.
(b)
All
or
a
portion
of
this
security
is
owned
by
the
Principal
Private
Credit
Fund
(SPV),
LLC
(the
"SPV"),
which
is
a
wholly-owned
subsidiary
of
the
Fund.
(c)
All
or
a
portion
of
this
security
is
owned
by
the
Principal
Private
Credit
Fund
(Corp
Blocker),
LLC
(the
"Domestic
Subsidiary"),
which
is
a
wholly-owned
subsidiary
of
the
Fund.
(d)
All
or
a
portion
of
this
security
is
owned
by
the
Principal
Private
Credit
Fund
Lending
Vehicle,
LLC
(the
"Lending
Vehicle"),
which
is
a
wholly-owned
subsidiary
of
the
Fund.
(e)
Non-income
producing
security
(f)
The
value
of
these
investments
was
determined
using
significant
unobservable
inputs,
in
good
faith
by
the
Manager,
under
procedures
established
and
periodically
reviewed
by
the
Board
of
Directors.
(g)
Restricted
Security.
Please
see
Restricted
Securities
sub-schedule
for
additional
information.
(h)
Affiliated
Security.
Security
is
either
an
affiliate
(and
registered
under
the
Investment
Company
Act
of
1940,
as
amended,
(the
"1940
Act"))
or
an
affiliate
as
defined
by
the
1940
Act
(controls
5.00%
or
more
of
the
outstanding
voting
shares
of
the
security).
Please
see
Affiliated
Securities
sub-schedule
for
transactional
information.
(
i
)
Security
exempt
from
registration
under
Rule
144A
of
the
Securities
Act
of
1933.
These
securities
may
be
resold
in
transactions
exempt
from
registration,
normally
to
qualified
institutional
buyers.
At
the
end
of
the
period,
the
value
of
these
securities
totaled
$6,168
or
5.05%
of
net
assets.
(j)
This
Senior
Floating
Rate
Note
will
settle
after
March
31,
2026,
at
which
time
the
interest
rate
will
be
determined.
(k)
Payment
in
kind;
the
issuer
has
the
option
of
paying
additional
securities
in
lieu
of
cash.
Portfolio
Summary
Sector
Percent
Consumer,
Non-cyclical
59.07%
Industrial
18.47%
Technology
13.33%
Financial
7.38%
Communications
6.73%
Basic
Materials
3.82%
Money
Market
Funds
2.85%
Consumer,
Cyclical
2.11%
Utilities
1.72%
Energy
0.99%
Other
Assets
and
Liabilities
(16.47)%
TOTAL
NET
ASSETS
100.00%
Affiliated
Securities
March
31,
2025
Purchases
Sales
March
31,
2026
Value
Cost
Proceeds
Value
Principal
Private
Credit
Fund
Joint
Venture,
LLC
$
-
$
1,239
$
-
$
1,246
$
-
$
1,239
$
-
$
1,246
Income
Realized
Gain/(Loss)
on
Investments
Realized
Gain
from
Capital
Gain
Distributions
Change
in
Unrealized
Gain/
(Loss)
Principal
Private
Credit
Fund
Joint
Venture,
LLC
$
-
$
-
$
-
$
7
$
-
$
-
$
-
$
7
Amounts
in
thousands.
Restricted
Securities
Security
Name
Acquisition
Date
Cost
Value
Percent
of
Net
Assets
Advantage
Surveillance,
LLC
11/04/2025
$
93
$
89
0.07%
AKS
Engineering
Holdings
LLC
01/07/2025
20
23
0.02%
APS
Blackwater
Holdings
LLC
12/01/2025
194
184
0.14%
CIT
Intermediate
Holdco,
Inc.
11/14/2025
46
44
0.04%
CPS
Investors,
LP
03/28/2025-05/30/2025
44
32
0.03%
CVS
Parent
Holdings
LLC
02/06/2025
8
6
0.00%
CWC
Fund
I
Co-Invest
MFA
LP
08/26/2025-03/12/2026
184
176
0.14%
Douglas
Top
Parent
LLC
08/27/2024
20
17
0.01%
Mascarene
VTC
Investment
07/15/2025-11/25/2025
80
71
0.06%
Principal
Private
Credit
Fund
Joint
Venture,
LLC
02/17/2026-03/20/2026
1,240
1,246
1.02%
SENS
Intermediate
Holdings
LLC
03/10/2025
80
106
0.09%
Warrior
Ultimate
Holdings
LLC
-
Class
A
Common
12/30/2024
-
-
0.00%
Warrior
Ultimate
Holdings
LLC
-
Class
A
Preferred
0.00%
12/30/2024
39
42
0.03%
Total
$
2,036
1.65%
Amounts
in
thousands.
Glossary
to
the
Schedule
of
Investments
March
31,
2026
See
accompanying
notes.
25
Currency
Abbreviations
USD/$
United
States
Dollar
Consolidated
Financial
Highlights
See
accompanying
notes.
26
Selected
data
for
a
share
of
Capital
Stock
outstanding
throughout
each
year
ended
March
31
(except
as
noted):
Net
Asset
Value,
Beginning
of
Period
Net
Investment
Income
(Loss)(a)
Net
Realized
and
Unrealized
Gain
(Loss)
on
Investments
Total
From
Investment
Operations
Dividends
from
Net
Investment
Income
Distributions
from
Realized
Gains
Total
Dividends
and
Distributions
Net
Asset
Value,
End
of
Period
PRINCIPAL
PRIVATE
CREDIT
FUND
(b)
Class
A
shares
2026
$
10
.21
$
0
.67
$
0
.02
$
0
.69
(
$
0
.73
)
$
-
(
$
0
.73
)
$
10
.17
2025(e)
10
.16
0
.63
0
.01
0
.64
(
0
.58
)
(
0
.01
)
(
0
.59
)
10
.21
Class
Y
shares
2026
10
.24
0
.76
(
0
.01
)
0
.75
(
0
.73
)
-
(
0
.73
)
10
.26
2025(e)
10
.16
0
.67
0
.01
0
.68
(
0
.59
)
(
0
.01
)
(
0
.60
)
10
.24
Institutional
shares
2026
10
.23
0
.73
(
0
.01
)
0
.72
(
0
.73
)
-
(
0
.73
)
10
.22
2025(e)
10
.16
0
.66
-
0
.66
(
0
.58
)
(
0
.01
)
(
0
.59
)
10
.23
Consolidated
Financial
Highlights
(Continued)
See
accompanying
notes.
27
Total
Return
Net
Assets,
End
of
Period
(in
thousands)
Ratio
of
Expenses
to
Average
Net
Assets
Ratio
of
Expenses
to
Average
Net
Assets
(Excluding
Interest
Expense
and
Fees)
Ratio
of
Net
Investment
Income
to
Average
Net
Assets
Portfolio
Turnover
Rate
6
.95
%
(c)
$
12
3
.07
%
(d)
2
.60
%
(d)
6
.51
%
19
.9
%
6
.37
(c)
,(f)
11
2
.61
(d)
,(g)
2
.60
(d)
,(g)
7
.46
(g)
15
.3
(g)
7
.55
119,599
2
.44
(d)
2
.10
(d)
7
.35
19
.9
6
.74
(f)
92,143
2
.11
(d)
,(g)
2
.10
(d)
,(g)
7
.82
(g)
15
.3
(g)
7
.26
2,590
2
.92
(d)
2
.30
(d)
7
.10
19
.9
6
.54
(f)
11
2
.31
(d)
,(g)
2
.30
(d)
,(g)
7
.77
(g)
15
.3
(g)
(a)
Calculated
based
on
average
shares
outstanding
during
the
period.
(b)
Effective
June
30,
2025,
Principal
Private
Credit
Fund
I
changed
its
name
to
Principal
Private
Credit
Fund.
(c)
Total
return
is
calculated
without
the
front-end
sales
charge
or
contingent
deferred
sales
charge,
if
applicable.
(d)
Subject
to
Manager's
contractual
expense
limit.
(e)
Period
from
June
3,
2024,
date
operations
commenced,
through
March
31,
2025.
(f)
Total
return
amounts
have
not
been
annualized.
(g)
Computed
on
an
annualized
basis.
Report
of
Independent
Registered
Public
Accounting
Firm
28
To
the
Shareholders
and
the
Board
of
Trustees
of
Principal
Private
Credit
Fund
Opinion
on
the
Financial
Statements
We
have
audited
the
accompanying
consolidated
statement
of
assets
and
liabilities
of
Principal
Private
Credit
Fund,
formerly
known
as
Principal
Private
Credit
Fund
I
(the
"Fund"),
including
the
consolidated
schedule
of
investments,
as
of
March
31,
2026,
and
the
related
consolidated
statements
of
operations
and
cash
flows
for
the
year
then
ended,
the
consolidated
statement
of
changes
in
net
assets
and
the
consolidated
financial
highlights
for
the
year
ended
March
31,
2026
and
the
period
from
June
3,
2024,
the
effective
date
of
the
Fund's
registration
statement
on
Form
N-2,
through
March
31,
2025,
and
the
related
notes
(collectively
referred
to
as
the
"financial
statements").
In
our
opinion,
the
financial
statements
present
fairly,
in
all
material
respects,
the
consolidated
financial
position
of
the
Fund
at
March
31,
2026,
the
consolidated
results
of
its
operations
and
its
cash
flows
for
the
year
then
ended,
the
consolidated
changes
in
its
net
assets
and
its
consolidated
financial
highlights
for
the
year
ended
March
31,
2026
and
the
period
from
June
3,
2024,
the
effective
date
of
the
Fund's
registration
statement
on
Form
N-2,
through
March
31,
2025,
in
conformity
with
U.S.
generally
accepted
accounting
principles.
Basis
for
Opinion
These
financial
statements
are
the
responsibility
of
the
Fund's
management.
Our
responsibility
is
to
express
an
opinion
on
the
Fund's
financial
statements
based
on
our
audits.
We
are
a
public
accounting
firm
registered
with
the
Public
Company
Accounting
Oversight
Board
(United
States)
("PCAOB")
and
are
required
to
be
independent
with
respect
to
the
Fund
in
accordance
with
the
U.S.
federal
securities
laws
and
the
applicable
rules
and
regulations
of
the
Securities
and
Exchange
Commission
and
the
PCAOB.
We
conducted
our
audits
in
accordance
with
the
standards
of
the
PCAOB.
Those
standards
require
that
we
plan
and
perform
the
audit
to
obtain
reasonable
assurance
about
whether
the
financial
statements
are
free
of
material
misstatement,
whether
due
to
error
or
fraud.
The
Fund
is
not
required
to
have,
nor
were
we
engaged
to
perform,
an
audit
of
the
Fund's
internal
control
over
financial
reporting.
As
part
of
our
audits,
we
are
required
to
obtain
an
understanding
of
internal
control
over
financial
reporting
but
not
for
the
purpose
of
expressing
an
opinion
on
the
effectiveness
of
the
Fund's
internal
control
over
financial
reporting.
Accordingly,
we
express
no
such
opinion.
Our
audits
included
performing
procedures
to
assess
the
risks
of
material
misstatement
of
the
financial
statements,
whether
due
to
error
or
fraud,
and
performing
procedures
that
respond
to
those
risks.
Such
procedures
included
examining,
on
a
test
basis,
evidence
regarding
the
amounts
and
disclosures
in
the
financial
statements.
Our
procedures
included
confirmation
of
securities
owned
as
of
March
31,
2026,
by
correspondence
with
the
custodian,
agent
banks,
brokers;
when
replies
were
not
received
from
agent
banks
and
brokers,
we
performed
other
auditing
procedures.
Our
audits
also
included
evaluating
the
accounting
principles
used
and
significant
estimates
made
by
management,
as
well
as
evaluating
the
overall
presentation
of
the
financial
statements.
We
believe
that
our
audits
provide
a
reasonable
basis
for
our
opinion.
We
have
served
as
the
auditor
of
one
or
more
Principal
investment
companies
since
1969.
Minneapolis,
Minnesota
May
22,
2026
Shareholder
Expense
Example
Principal
Private
Credit
Fund
March
31,
2026
(unaudited)
29
As
a
shareholder
of
Principal
Private
Credit
Fund,
you
incur
two
types
of
costs:
(1)
transaction
costs,
including
sales
charges
on
purchase
payments
and
contingent
deferred
sales
charges;
and
(2)
ongoing
costs,
including
management
fees;
distribution
fees;
and
other
fund
expenses.
In
addition
to
the
expenses
the
Fund
bears
directly,
the
Fund
may
indirectly
bear
its
pro
rata
share
of
the
expenses
incurred
by
the
investment
companies
in
which
the
Fund
invests.
This
Example
is
intended
to
help
you
understand
your
ongoing
costs
(in
dollars)
of
investing
in
Principal
Private
Credit
Fund
and
to
compare
these
costs
with
the
ongoing
costs
of
investing
in
other
funds.
The
Example
is
based
on
an
investment
of
$1,000
invested
at
the
beginning
of
the
period
and
held
for
the
entire
period
October
1,
2025
to
March
31,
2026
,
unless
otherwise
noted.
Actual
Expenses
The
first
section
of
the
table
below
provides
information
about
actual
account
values
and
actual
expenses.
You
may
use
the
information
in
this
section,
together
with
the
amount
you
invested,
to
estimate
the
expenses
that
you
paid
over
the
period.
Simply
divide
your
account
value
by
$1,000
(for
example,
an
$8,600
account
value
divided
by
$1,000
=
8.6),
then
multiply
the
result
by
the
number
in
the
first
section
under
the
heading
entitled
"Expenses
Paid
During
Period"
to
estimate
the
expenses
you
paid
on
your
account
during
this
period.
Additional
account
fees
may
apply
to
certain
types
of
investment
products
which
are
not
included
in
the
table
below.
If
they
were,
the
estimate
of
expenses
you
paid
during
the
period
would
be
higher,
and
your
ending
account
value
lower,
by
this
amount.
Hypothetical
Example
for
Comparison
Purposes
The
second
section
of
the
table
below
provides
information
about
hypothetical
account
values
and
hypothetical
expenses
based
on
the
Fund's
actual
expense
ratio
and
an
assumed
rate
of
return
of
5%
per
year
before
expenses,
which
is
not
the
Fund's
actual
return.
The
hypothetical
account
values
and
expenses
may
not
be
used
to
estimate
the
actual
ending
account
balance
or
expenses
you
paid
for
the
period.
You
may
use
this
information
to
compare
the
ongoing
costs
of
investing
in
the
Fund
and
other
funds.
To
do
so,
compare
this
5%
hypothetical
example
with
the
5%
hypothetical
examples
that
appear
in
the
shareholder
reports
of
the
other
funds.
Please
note
that
the
expenses
shown
in
the
table
are
meant
to
highlight
your
ongoing
costs
only
and
do
not
reflect
any
transaction
costs,
such
as
sales
charges
on
purchase
payments,
contingent
deferred
sales
charges,
redemption
fees
or
exchange
fees.
Therefore,
the
second
section
of
the
table
is
useful
in
comparing
ongoing
costs
only,
and
will
not
help
you
determine
the
relative
total
costs
of
owning
different
funds.
In
addition,
if
these
transaction
costs
were
included,
your
costs
would
have
been
higher.
Actual
Hypothetical
Beginning
Account
Value
October
1,
2025
Ending
Account
Value
March
31,
2026
Expenses
Paid
During Period
October
1,
2025 to
March
31,
2026
(a)
Beginning
Account
Value
October
1,
2025
Ending
Account
Value
March
31,
2026
Expenses
Paid
During Period
October
1,
2025 to
March
31,
2026
(a)
Annualized
Expense
Ratio
Principal
Private
Credit
Fund
Class
A
$
1,000.00
$
1,028.35
$
15.58
$
1,000.00
$
1,009.57
$
15.43
3.08
%
Class
Y
1,000.00
1,031.28
13.37
1,000.00
1,011.77
13.24
2.64
Institutional
1,000.00
1,029.40
15.18
1,000.00
1,009.97
15.03
3.00
Principal
Private
Credit
Fund
(Excluding
Interest
Expense
and
Fees)
Class
A
1,000.00
1,028.35
13.15
1,000.00
1,011.97
13.04
2.60
Class
Y
1,000.00
1,031.28
10.64
1,000.00
1,014.46
10.55
2.10
Institutional
1,000.00
1,029.40
11.64
1,000.00
1,013.46
11.55
2.30
(a)
Expenses
are
equal
to
a
fund's
annualized
expense
ratio
multiplied
by
the
average
account
value
over
the
period,
multiplied
by
182/365
(to
reflect
the
one-half
year
period).
Principal
Private
Credit
Fund
(unaudited)
30
Notification
of
Source
of
Distributions
Pursuant
to
Rule
19a-1
of
the
Investment
Company
Act
of
1940
As
noted
in
the
table
provided
below,
Principal
Private
Credit
Fund
made
distributions
for
the
months
of
December
and
March
for
which
a
portion
is
estimated
to
be
in
excess
of
the
Fund's
current
and
accumulated
net
income.
As
of
this
month
end,
the
estimated
sources
of
these
distributions
were
as
follows:
The
ultimate
composition
of
these
distributions
may
vary
from
the
estimates
provided
above
due
to
a
variety
of
factors
including
future
income
and
expenses,
and
realized
gains
and
losses
from
the
purchase
and
sale
of
securities.
Please
note
that
this
information
is
being
provided
to
satisfy
certain
notice
requirements
under
the
Investment
Company
Act
of
1940.
Tax
reporting
information
for
shareholders
of
the
Fund
will
not
be
available
until
the
end
of
the
Fund's
fiscal
year.
As
a
result,
shareholders
should
not
use
the
information
provided
in
this
notice
for
tax
reporting
purposes.
December
2025
Fund
Net
Income
Realized
Gain
Capital
Sources
Principal
Private
Credit
Fund
95.46%
1.90%
2.64%
March
2026
Fund
Net
Income
Realized
Gain
Capital
Sources
Principal
Private
Credit
Fund
98.43%
1.57%
0.00%
31
FUND
BOARD
OF
TRUSTEES
AND
OFFICERS
The
Board
of
Trustees
(the
"Board")
has
overall
responsibility
for
overseeing
the
Fund's
operations
in
accordance
with
the
Investment
Act
of
1940,
as
amended
(the
"1940
Act"),
other
applicable
laws,
and
the
Fund's
charter.
Each
member
of
the
Board
("Board
Member")
serves
on
the
Boards
of
the
following
investment
companies:
Principal
Private
Credit
Fund
and
Principal
Real
Asset
Fund
which
are
collectively
referred
to
as
the
"Fund
Complex".
Board
Members
that
are
affiliated
persons
of
any
investment
advisor,
the
principal
distributor,
or
the
principal
underwriter
of
the
Fund
Complex
are
considered
"interested
persons"
of
the
Fund
(as
defined
in
the
1940
Act)
and
are
referred
to
as
"Interested
Board
Members".
Board
Members
who
are
not
Interested
Board
Members
are
referred
to
as
"Independent
Board
Members".
Each
Board
Member
generally
serves
until
the
next
annual
meeting
of
shareholders
or
until
such
Board
Member's
earlier
death,
resignation,
or
removal.
The
Board
elects
officers
to
supervise
the
day-to-day
operations
of
the
Fund
Complex.
INDEPENDENT
BOARD
MEMBERS
INTERESTED
BOARD
MEMBERS
Correspondence
intended
for
each
Board
Member
who
is
other
than
an
Interested
Board
Member
may
be
sent
to
655
9th
Street,
Des
Moines,
IA
50392.
Name,
Position
Held
with
the
Fund
Complex,
Year
of
Birth
Principal
Occupation(s)
During
past
5
years
Number
of
Portfolios
in
Fund
Complex
Overseen
by
Board
Member
Other
Directorships
Held
by
Board
Member
During
Past
5
Years
Danielle
E.
Davis
Board
Member
since
2024
1981
Member,
Audit
Committee
Chair,
Nominating
and
Governance
Committee
Head
of
Corporate
Development
and
Strategy,
Chainalysis
(blockchain
data
company)
since
2022
Managing
Director
and
Chief
M&A
Counsel,
S&P
Global
(formerly,
IHS
Markit)
(financial
information
company)
(2018-2022)
2
None
Shane
C.
Goodwin
Board
Member
since
2024
1968
Chair,
Audit
Committee
Member,
Nominating
and
Governance
Committee
Associate
Dean
&
Professor,
Cox
School
of
Business
at
Southern
Methodist
University
since
2018
Managing
Director,
The
Center
for
Global
Enterprise
(research
and
analytics)
(2017-2023)
2
None
James
E.
Stueve
Lead
Independent
Board
Member
since
2024
Board
Member
since
2024
1964
Member,
Audit
Committee
Member,
Nominating
and
Governance
Committee
Owner,
Stueve
Insights
LLC
(consulting
services)
since
2018
2
None
Name,
Position
Held
with
the
Fund
Complex,
Year
of
Birth
Principal
Occupation(s)
During
past
5
years
Number
of
Portfolios
in
Fund
Complex
Overseen
by
Board
Member
Other
Directorships
Held
by
Board
Member
During
Past
5
Years
Barbara
Wenig
Principal
Financial
Group*
2
None
Chair
and
Board
Member
since
2024
Chief
Executive
Officer
and
President
(since
2024)
1972
Executive
Managing
Director
-
Chief
Business
Officer
(since
2025)
Executive
Managing
Director
-
Global
Head
of
Operations
and
Services
-
Principal
Asset
Management
~
SM
(2021-2024)
Neuberger
Berman
Managing
Director
(2008-2021)
32
FUND
COMPLEX
OFFICERS
Name,
Position
Held
with
the
Fund
Complex,
Address,
and
Year
of
Birth
Principal
Occupation(s)
During
past
5
years
George
Djurasovic
Principal
Financial
Group*
Vice
President
and
General
Counsel
Des
Moines,
IA
50392
1971
Vice
President
and
General
Counsel
-
Principal
Asset
Management
~
SM
(since
2022)
Artisan
Partners
Limited
Partnership
Global
Chief
Compliance
Officer
(2013-2022)
Calvin
Eib
Principal
Financial
Group*
Assistant
Tax
Counsel
Des
Moines,
IA
50392
1963
Assistant
General
Counsel
(since
2025)
Counsel
(since
2021-2025)
Transamerica
Tax
Counsel
(2016-2021)
Megan
Hoffmann
Principal
Financial
Group*
Vice
President
and
Treasurer
Des
Moines,
IA
50392
1979
Vice
President
and
Controller
(2021-2025)
Senior
Director
-
Fund
Accounting
and
Administration
(since
2025)
Senior
Director
-
Fund
Administration
(2024)
Director
-
Accounting
(2020-2024)
Laura
B.
Latham
Principal
Financial
Group*
Counsel
and
Assistant
Secretary
Des
Moines,
IA
50392
1986
Assistant
Counsel
and
Assistant
Secretary
(2018-
2023)
Assistant
General
Counsel
(since
2025)
Counsel
(2018-2025)
Ann
Meiners
Principal
Financial
Group*
Vice
President
and
Assistant
Treasurer
Des
Moines,
IA
50392
1977
Vice
President
and
Assistant
Controller
(2025)
Director
-
Fund
Accounting
(since
2024)
Assistant
Director
-
Fund
Accounting
(2017-2024)
David
P.
Michalik
Principal
Financial
Group*
Counsel
and
Assistant
Secretary
Des
Moines,
IA
50392
1991
Counsel
(since
2025)
The
Northern
Trust
Company
Second
Vice
President
(2019-2025)
Diane
K.
Nelson
Principal
Financial
Group*
AML
Officer
Des
Moines,
IA
50392
1965
Director-
Compliance
(since
2024)
Chief
Compliance
Officer/AML
Officer
(2015-2024)
Tara
Parks
Principal
Financial
Group*
Vice
President
and
Assistant
Treasurer
Des
Moines,
IA
50392
1983
Vice
President
and
Assistant
Controller
(2021-2025)
Senior
Director
-
Fund
Tax
(since
2024)
Director
-
Accounting
(2019-2024)
Deanna
Y.
Pellack
Principal
Financial
Group*
Counsel
and
Assistant
Secretary
Des
Moines,
IA
50392
1987
Assistant
Counsel
and
Assistant
Secretary
(2022-
2023)
Counsel
(since
2022)
The
Northern
Trust
Company
Vice
President
(2019-2022)
Sara
L.
Reece
Principal
Financial
Group*
Vice
President
and
Chief
Operating
Officer
Des
Moines,
IA
50392
1975
Vice
President
and
Controller
(2016-2021)
Managing
Director
-
Global
Head
of
Fund
Services
(since
2024)
Managing
Director
-
Global
Funds
Ops
(2021-2024)
Director
-
Accounting
(2015-2021)
Teri
R.
Root
Principal
Financial
Group*
Chief
Compliance
Officer
Des
Moines,
IA
50392
1979
Chief
Compliance
Officer
-
Funds
(since
2018)
Vice
President
(since
2015)
33
*
The
reference
to
Principal
Financial
Group
includes
positions
held
by
the
Interested
Board
Member
/
Fund
Complex
Officer,
including
as
an
officer,
employee,
and/or
director,
with
affiliates
or
subsidiaries
of
Principal
Financial
Group.
The
titles
set
forth
here
are
each
Interested
Board
Member's
/
Fund
Complex
Officer's
title
with
Principal
Workforce,
LLC,
an
affiliated
entity
of
PGI
that
is
the
payroll
employer
of
the
Interested
Board
Member
and
Fund
Complex
Officers.
The
Audit
Committee's
primary
purpose
is
to
assist
the
Board
by
serving
as
an
independent
and
objective
party
to
monitor
the
Fund
Complex's
accounting
policies,
financial
reporting
and
internal
control
system,
as
well
as
the
work
of
the
independent
registered
public
accountants.
The
Audit
Committee
assists
Board
oversight
of
1)
the
integrity
of
the
Fund
Complex's
financial
statements;
2)
the
Fund
Complex's
compliance
with
certain
legal
and
regulatory
requirements;
3)
the
independent
registered
public
accountants'
qualifications
and
independence;
and
4)
the
performance
of
the
Fund
Complex's
independent
registered
public
accountants.
The
Audit
Committee
also
provides
an
open
avenue
of
communication
among
the
independent
registered
public
accountants,
the
Manager's
internal
auditors,
Fund
Complex
management,
and
the
Board.
The
Nominating
and
Governance
Committee's
primary
purpose
is
to
oversee
the
structure
and
efficiency
of
the
Board
and
the
committees.
The
Committee
is
responsible
for
evaluating
Board
membership
and
functions,
committee
membership
and
functions,
insurance
coverage,
and
legal
matters.
The
Committee's
nominating
functions
include
selecting
and
nominating
Independent
Board
Member
candidates
for
election
to
the
Board.
Generally,
the
Committee
requests
nominee
suggestions
from
Board
Members
and
management.
In
addition,
the
Committee
considers
candidates
recommended
by
shareholders
of
the
Fund
Complex.
Recommendations
should
be
submitted
in
writing
to
the
Principal
Funds
Complex
Secretary,
in
care
of
the
Principal
Funds
Complex,
711
High
Street,
Des
Moines,
IA
50392.
Such
recommendations
must
include
all
information
specified
in
the
Committee's
charter
and
must
conform
with
the
procedures
set
forth
in
Appendix
A
thereto,
which
can
be
found
at
https://investors.principal.com/documents-charters.
Examples
of
such
information
include
the
nominee's
biographical
information;
relevant
educational
and
professional
background
of
the
nominee;
the
number
of
shares
of
each
Fund
owned
of
record
and
beneficially
by
the
nominee
and
by
the
recommending
shareholder;
any
other
information
regarding
the
nominee
that
would
be
required
to
be
disclosed
in
a
proxy
statement
or
other
filing
required
to
be
made
in
connection
with
the
solicitation
of
proxies
for
the
election
of
board
members;
whether
the
nominee
is
an
"interested
person"
of
the
Fund
as
defined
in
the
1940
Act;
and
the
written
consent
of
the
nominee
to
be
named
as
a
nominee
and
serve
as
a
board
member
if
elected.
When
evaluating
a
potential
nominee
for
Independent
Board
Member,
the
Committee
may
consider,
among
other
factors:
educational
background;
relevant
business
and
industry
experience;
whether
the
person
is
an
"interested
person"
of
the
Fund
as
defined
in
the
1940
Act;
and
whether
the
person
is
willing
to
serve,
and
willing
and
able
to
commit
the
time
necessary
to
attend
meetings
and
perform
the
duties
of
an
Independent
Board
Member. In
addition,
the
Committee
may
consider
whether
a
candidate's
background,
experience,
skills
and
views
would
complement
the
background,
experience,
skills
and
views
of
other
Board
Members
and
would
contribute
to
the
diversity
of
the
Board. The
final
decision
is
based
on
a
combination
of
factors,
including
the
strengths
and
the
experience
an
individual
may
bring
to
the
Board.
The
Board
does
not
regularly
use
the
services
of
professional
search
firms
to
identify
or
evaluate
potential
candidates
or
nominees.
Additional
information
about
the
Fund
is
available
in
the
Prospectuses
and
the
Statement
of
Additional
Information
dated
June
30,
2025
(and
as
supplemented).
These
documents
may
be
obtained
free
of
charge
by
writing
Principal
Private
Credit
Fund,
P.O.
Box
219971,
Kansas
City,
MO
64121-9971
or
telephoning
1-800-222-5852.
The
prospectus
may
be
viewed
at
www.PrincipalAM.com/IntervalProspectuses
.
Name,
Position
Held
with
the
Fund
Complex,
Address,
and
Year
of
Birth
Principal
Occupation(s)
During
past
5
years
Michael
Scholten
Principal
Financial
Group*
Chief
Financial
Officer
Des
Moines,
IA
50392
1979
Assistant
Vice
President
and
Actuary
(since
2021)
Chief
Financial
Officer
-
Funds/Platforms
(2015-
2021)
Adam
U.
Shaikh
Principal
Financial
Group*
Vice
President
and
Assistant
General
Counsel,
and
Assistant
Secretary
Des
Moines,
IA
50392
1972
Assistant
Counsel
(2006-2023)
Associate
General
Counsel
(since
2024)
Assistant
General
Counsel
(2018-2024)
John
L.
Sullivan
Principal
Financial
Group*
Counsel
and
Secretary
Des
Moines,
IA
50392
1970
Counsel
and
Assistant
Secretary
(2023-2024)
Assistant
Counsel
and
Assistant
Secretary
(2019-
2023)
Assistant
General
Counsel
(since
2023)
Counsel
(2019-2023)
Jared
A.
Yepsen
Principal
Financial
Group*
Tax
Counsel
Des
Moines,
IA
50392
1981
Assistant
Tax
Counsel
(2017-2025)
Assistant
General
Counsel
(since
2023)
Counsel
(2015-2023)
34
PROXY
VOTING
POLICIES
A
description
of
the
policies
and
procedures
the
Fund
uses
to
determine
how
to
vote
proxies
relating
to
portfolio
securities
and
the
results
of
the
proxy
votes
for
the
most
recent
twelve
months
ended
June
30
may
be
obtained
free
of
charge
by
telephoning
1-800-222-5852,
or
on
the
SEC
website
at
www.sec.gov.
SCHEDULES
OF
INVESTMENTS
The
Fund
files
complete
schedules
of
investments
with
the
Securities
and
Exchange
Commission
for
the
first
and
third
quarters
of
each
fiscal
year
as
an
exhibit
to
its
reports
on
Form
N-PORT.
The
Fund's
Form
N-PORT
reports
are
available
on
the
Commission's
website
at
www.sec.gov.
Federal
Income
Tax
Information
Principal
Private
Credit
Fund
March
31,
2026
(unaudited)
35
Long-Term
Capital
Gain
Dividends.
The
Fund
distributed
long-term
capital
gain
dividends
during
the
fiscal
year
ended
March
31,
2026
.
Details
of
designated
long-term
capital
gain
dividends
for
federal
income
tax
purposes
are
shown
in
the
Notes
to
Financial
Statements.
To
the
extent
necessary
to
distribute
such
capital
gains,
the
Fund
may
also
utilize,
and
hereby
designate,
earnings
and
profits
distributed
to
shareholders
on
redemptions
of
shares
as
part
of
the
Dividends
Paid
Deduction.
Dividends
Received
Deduction
("DRD").
For
corporate
shareholders,
the
Fund
designates
the
following
as
a
percentage
of
taxable
ordinary
income
distributions*
(dividend
income
and
short-term
gains,
if
any),
or
up
to
the
maximum
amount
allowable,
as
DRD
eligible
for
the
calendar
year
ended
December
31,
2025
:
*
For
purposes
of
calculating
DRD,
"ordinary
income
distributions"
includes
ordinary
dividend
income
distribution,
short
term
capital
gains
distribution,
and
the
foreign
tax
paid.
Qualified
Dividend
Income
("QDI").
Certain
dividends
paid
by
the
Fund
may
be
subject
to
a
maximum
tax
rate
of
20%.
The
Fund
designates
the
following
as
a
percentage
of
taxable
ordinary
income
distributions
(dividend
income
and
short-term
gains,
if
any),
or
up
to
the
maximum
amount
allowable,
as
QDI
eligible
for
the
calendar
year
ended
December
31,
2025
:
Section
163(j)
Interest
Dividends.
The
Fund
intends
to
pass
through
Section
163(j)
Interest
Dividends
as
defined
in
Proposed
Treasury
Regulation
§1.163(j)-1(b).
The
Fund
designates
the
following
as
a
percentage
of
taxable
ordinary
income
distributions
(dividend
income
and
short-term
gains,
if
any),
or
up
to
the
maximum
amount
allowable,
as
163(j)
eligible
for
the
calendar
year
ended
December
31,
2025
:
In
early
2026
,
if
applicable,
shareholders
of
record
received
the
above
information
on
QDI,
Foreign
Tax
Credit,
and
Section
199A,
if
applicable,
for
the
distribution
paid
to
them
by
the
Fund
during
the
calendar
year
2025
via
Form
1099.
The
Fund
will
notify
shareholders
in
early
2027
of
amounts
paid
to
them
by
the
Fund,
if
any,
during
the
calendar
year
2026
.
This
information
is
given
to
meet
certain
requirements
of
the
Internal
Revenue
Code
and
should
not
be
used
by
shareholders
for
preparing
their
income
tax
returns.
For
tax
return
preparation
purposes,
please
refer
to
the
information
supplied
with
the
1099-DIV
you
will
receive
from
the
Fund's
transfer
agent.
The
latest
tax
reporting
supplement
is
available
on
Principal's
Tax
Center
website.
Website:
https://www.principal.com/tax-center
Please
consult
your
tax
advisor
if
you
have
any
questions.
DRD
Principal
Private
Credit
Fund
0.00%
QDI
Principal
Private
Credit
Fund
0.00%
163(j)
Interest
Dividends
Principal
Private
Credit
Fund
94.68
%
Principal
Funds
Distributor,
Inc.
711
High
Street
Des
Moines,
IA
50392-6370
Do
not
use
this
address
for
business
correspondence
PrincipalAM.com
Investing
involves
risk,
including
possible
loss
of
principal.
This
shareholder
report
is
published
as
general
information
for
the
shareholders
of
Principal
Private
Credit
Fund.
This
material
is
not
authorized
for
distribution
unless
preceded
or
accompanied
by
a
current
prospectus
or
a
summary
prospectus
that
includes
more
information
regarding
the
risk
factors,
expenses,
policies,
and
objectives
of
the
funds.
Investors
should
read
the
prospectus
or
summary
prospectus
carefully
before
investing.
To
obtain
a
prospectus
or
summary
prospectus,
please
contact
your
financial
professional
or
call
800-222-5852.
Principal
Funds
are
distributed
by
Principal
Funds
Distributor,
Inc.
Principal
®
,
Principal
Financial
Group
®
,
and
Principal
and
the
logomark
design
are
registered
trademarks
of
Principal
Financial
Services,
Inc.,
a
Principal
Financial
Group
company,
in
the
United
States
and
are
trademarks
and
services
marks
of
Principal
Financial
Services,
Inc.,
in
various
countries
around
the
world.
©
2026
Principal
Financial
Services,
Inc.
|
INF104AR-01
|
03/2026
|
4312610
ITEM 2 - CODE OF ETHICS
(a) The Registrant has adopted a code of ethics (the "Code of Ethics") that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
(b) Not applicable.
(c) The Registrant has not amended, as described in Item 2(c) of Form N-CSR, its Code of Ethics during the period covered by the shareholder report presented in Item 1 hereto.
(d) The Registrant has not granted a waiver or an implicit waiver from a provision of its Code of Ethics during the period covered by the shareholder report presented in Item 1 hereto.
(e) Not applicable.
(f) The Registrant's Code of Ethics is attached as an Exhibit hereto in response to Item 19(a)(1).
ITEM 3 - AUDIT COMMITTEE FINANCIAL EXPERT
The Registrant's Board has determined that Shane Goodwin, a member of the Registrant's Audit Committee, is an "audit committee financial expert" and "independent," as such terms are defined in this Item.
ITEM 4 - PRINCIPAL ACCOUNTANT FEES AND SERVICES
(a) Audit Fees.
Ernst & Young is the principal accountant for the registrant. As such, Ernst & Young has audited the financial statements of the registrant and reviewed regulatory filings that include those financial statements. During the last two fiscal years, Ernst & Young has billed the following amounts for their professional services.
March 31, 2026 - $133,288
March 31, 2025 - $165,639
(b) Audit-Related Fees.
Ernst & Young provided audit-related services to the registrant that are not included in response to item 4(a). Those services related to the review of Form N-2. During the last two fiscal years, Ernst & Young has billed the following amounts for those services.
March 31, 2026 - $0
March 31, 2025 - $0
Ernst & Young billed no fees that registrant's audit committee was required to pre-approve pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X.
(c) Tax Fees.
Ernst & Young prepares and reviews the federal income tax returns and federal excise tax returns of the registrant. In connection with this service, Ernst & Young prepares and reviews the calculation of the registrant's dividend distributions that are included as deductions on the tax returns. Ernst & Young also provides services to identify passive foreign investment companies. Ernst & Young also provides services to understand and comply with tax laws in certain foreign countries and services to determine the taxability of corporate actions. During the last two fiscal years, Ernst & Young has billed the following amounts for their professional tax services.
March 31, 2026 - $39,322
March 31, 2025 - $12,756
Ernst & Young billed no fees that registrant's audit committee was required to pre-approve pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X.
(d) All Other Fees.
Ernst & Young has not billed the registrant for other products or services during the last two fiscal years.
Ernst & Young billed no fees that registrant's audit committee was required to pre-approve pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X.
(e) (1) Audit Committee Pre-Approval Policy.
The audit committee of the registrant has adopted the following pre-approval policy:
The Principal Funds Policy
on Auditor Independence
The purpose of this policy is to ensure the independence of the Principal Funds' primary independent auditor. This policy is established by the Audit Committee (the "Committee") of the Board of Trustees of the Principal Private Credit Fund I, Principal Real Asset Fund, and any other registered closed-end investment companies that the Board of Trustees oversees (the "Funds").
1.
The primary independent auditor, its subsidiaries and affiliates shall not provide Prohibited Services to the Funds. For the purposes of this policy, Prohibited Services are:
·
Services that are subject to audit procedure during a financial statement audit;
·
Services where the auditor would act on behalf of management;
·
Services where the auditor is an advocate to the client's position in an adversarial proceeding;
·
Bookkeeping or other services related to the accounting records or financial statements of the Funds, its subsidiaries and affiliates;
·
Financial information systems design and implementation;
·
Appraisal or valuation services, fairness opinions, or contribution-in-kind reports;
·
Actuarial services;
·
Internal audit functions or human resources;
·
Broker or dealer, investment advisor, or investment banking services;
·
Legal services and expert services unrelated to the audit;
·
Tax planning services related to listed, confidential and aggressive transactions;
·
Personal tax planning services to individuals in a financial reporting oversight role with regard to the Funds (other than members of the Board of the Funds who are not also officers of the Funds), including the immediate family members of such individuals;
·
Any other service that the Public Company Accounting Oversight Board (PCAOB) determines, by regulation, is impermissible; and
·
Any other service that the International Ethics Standards Board for Accountants (IESBA) determines, by regulation, is impermissible.
2.
(A) All services the primary independent auditor, its subsidiaries and affiliates provide to the Funds, and (B) Audit services, including audits of annual financial statements, audits of acquired or divested businesses or review of regulatory filings, any independent auditor provides, shall be approved by the Committee in advance in accordance with the following procedure:
Each quarter, Management will present to the Committee for pre-approval and pre-concurrence, a detailed description of each particular service, excluding tax services, for which pre-approval and pre-concurrence is sought, and the corresponding range of fees for such service. The Committee may delegate pre-approval and pre-concurrence authority to one or more of its members provided such delegated member(s) shall present a report of any services so pre-approved and pre-concurred to the full Committee at its next regularly scheduled meeting. The Committee Chairperson shall have pre-approval and pre-concurrence authority for changes to any range of fees applicable to services the Committee previously approved and for new services and the range of fees for such services that arise between regularly scheduled Committee meetings.
Similarly, the primary independent auditor will present to the Committee for pre- approval and pre-concurrence a written description of the nature and scope of all tax services not expressly prohibited, including the fee arrangements for such services. For all non-audit services, including tax services, the primary independent auditor will perform assessment of the potential effects of such services on the audit firm's independence and provide the Committee in writing, its conclusion that the threat created by the level of non-audit services is deemed to be at an acceptable level.
In considering whether to grant pre-approval and pre-concurrence with respect to the primary independent auditor's provision of non-audit services, the Committee (or the delegated members(s), as applicable) will consider whether the services are compatible with the maintenance of such auditor's independence. The Committee (or the delegated members(s), as applicable) will also consider whether the primary independent auditor is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with the Funds' business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance the Funds' ability to manage or control risk or improve audit quality.
3.
The provisions of this policy shall apply to all audit and non-audit services provided directly to the Funds. Additionally, the provisions of this policy shall apply to non-audit services provided to Principal Global Investors, LLC ("PGI") or an affiliate of PGI that provides ongoing services to the Funds if the engagement relates directly to the operations and financial reporting of the Funds as well as any controlled subsidiary.
4.
Not less than annually, the primary independent auditor shall report to the Committee in writing all relationships that may reasonably be thought to bear on independence between the auditor and the Funds or persons in financial reporting oversight roles with respect to any services provided by the auditor, its subsidiaries or affiliates as of the date of the communication, pursuant to Rule 3526 of the PCAOB. The primary independent auditor shall discuss with the Committee the potential effects of such relationships on the independence of the auditor. In addition, the primary independent auditor shall affirm, in writing, that, as of the date of the communication, it is independent within the meaning of the federal securities laws and Rule 3520 of the PCAOB.
5.
The Committee shall monitor that the lead (or coordinating) audit partners, as well as the reviewing audit partner, of the Funds' primary independent auditor are rotated at least every five years and subject upon rotation to a five year "time out" period. All other audit partners of the primary independent auditor, excluding partners who simply consult with others on the audit engagement regarding technical issues, shall rotate after seven years and be subject upon rotation to a two year "time out" period.
6.
Neither the Funds nor PGI may hire or promote any former partner, principal, shareholder or professional employee (Former Employee) of the primary independent auditor into a financial reporting oversight role unless the Former Employee (1) has severed his/her economic interest in the independent audit firm, and (2) was not a member of the audit engagement team for the Funds during the one year period preceding the date that the audit procedures began for the fiscal period in which the Funds or PGI proposes to hire or promote the Former Employee. Neither the Funds nor PGI shall, without prior written consent of the primary independent auditor, hire or promote any Former Employee into a role not prohibited above if the Former Employee had provided any services to the Funds or PGI during the 12 months preceding the date of filing of the Funds' most recent annual report with the SEC. Upon termination of the primary independent auditor, the Funds or PGI shall not, without prior written consent of the former primary independent auditor, hire or promote any Former Employee for a period of up to 12 months from termination.
7.
For persons recently promoted or hired into a financial reporting oversight role (other than members of the Board of the Funds who are not also officers or otherwise "interested persons" (as defined by the Investment Company Act of 1940) of the Funds), any personal tax planning services pursuant to an engagement that was in progress before the hiring or promotion and provided by the primary independent auditor must be completed on or before 180 days after the hiring or promotion.
8.
The phrase "financial reporting oversight role" means a role in which a person is in a position to exercise influence over the contents of the financial statements or anyone who prepares them, such as a member of the board of directors or similar management or governing body, chief executive officer, president, chief operating officer, chief financial officer, counsel, controller, chief internal auditor, or any equivalent positions.
(Adopted by the Audit Committee of the Board of the Funds on June 17, 2025).
(e) (2) Pre-Approval Waivers.
There were no services, or 0%, provided to the registrant by Ernst & Young that were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f)
Substantially all work in connection with the audit of the registrant's financial statements was performed by full-time employees of Ernst & Young.
(g)
The aggregate non-audit fees Ernst & Young billed to the registrant, the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the adviser that provides ongoing services to the registrant for each of registrant's last two fiscal years were as follows.
March 31, 2026 - $246,551
March 31, 2025 - $225,575
(h)
The registrant's audit committee of the board has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence and notes there were no fees requiring such consideration.
(i) The registrant has not been identified by the Securities and Exchange Commission as having filed an annual report issued by a registered public accounting firm branch or office that is located in a foreign jurisdiction where the Public Company Accounting Oversight Board is unable to inspect or completely investigate because of a position of authority in that jurisdiction.
(j) the registrant is not a foreign issuer.
ITEM 5 - AUDIT COMMITTEE OF LISTED REGISTRANTS
(a) Not applicable.
(b) Not applicable.
ITEM 6 - INVESTMENTS
Schedule of Investments is included as part of the Report to Stockholders filed under Item 1 of this form.
ITEM 7 - FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES
(a) Not applicable.
(b) Not applicable.
ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES
Not applicable.
ITEM 9 - PROXY DISCLOSURES FOR OPEN-END MANAGEMENT COMPANIES
Not applicable.
ITEM 10 - REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES
Not applicable.
ITEM 11 - STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT
Statement Regarding Basis for Approval of Investment Advisory Contracts is included as part of the Report to Stockholders filed under Item 1 of this form.
ITEM 12 - DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
Below are copies of the Registrant's proxy voting policies and procedures, which consist of the proxy voting policies and procedures of the Registrant's adviser, Principal Global Investors, LLC ("PGI"), and its sub-advisers.
Proxy Voting Policies and Procedures
Principal Private Credit Fund
Principal Real Asset Fund
(Closed-End Interval Funds)
It is the Interval Funds' policy to delegate authority to its adviser or sub-adviser, as appropriate, to vote proxy ballots relating to the Funds' portfolio securities in accordance with the adviser's or sub-adviser's voting policies and procedures.
The adviser or sub-adviser must provide, on a quarterly basis:
1. Written affirmation that all proxies voted during the preceding calendar quarter, other than those specifically identified by the adviser or sub-adviser, were voted in a manner consistent with the adviser's or sub-adviser's voting policies and procedures. In order to monitor the potential effect of conflicts of interest of an adviser or sub-adviser, the adviser or sub-adviser will identify any proxies the adviser or sub-adviser voted in a manner inconsistent with its policies and procedures. The adviser or sub-adviser shall list each vote, explain why the adviser or sub-adviser voted in a manner contrary to its policies and procedures, state whether the adviser or sub-adviser's vote was consistent with the recommendation to the adviser or sub-adviser of a third-party and, if so, identify the third-party; and
2. Written notification of any material changes to the adviser's or sub-adviser's proxy voting policies and procedures made during the preceding calendar quarter.
The adviser or sub-adviser must provide, no later than July 31 of each year, the following information regarding each proxy vote cast during the 12-month period ended June 30 for each Fund portfolio or portion of Fund portfolio for which it serves as investment adviser, in a format acceptable to Fund management:
1. Identification of the issuer of the security;
2. Exchange ticker symbol of the security;
3. CUSIP number of the security;
4. The date of the shareholder meeting;
5. A brief description of the subject of the vote;
6. Whether the proposal was put forward by the issuer or a shareholder;
7. Whether and how the vote was cast; and
8. Whether the vote was cast for or against management of the issuer.
Principal Global Investors, LLC
Proxy Voting Policy
Introduction
Principal Global Investors, LLC
[1]
(doing business as Principal Asset Management) is an investment adviser registered with the U.S. Securities and Exchange Commission ("SEC") pursuant to the Investment Advisers Act of 1940 (the "Advisers Act"). As a registered investment adviser, Principal Asset Management has a fiduciary duty to act in the best interests of its clients. Principal Asset Management recognizes that this duty requires it to vote client securities, for which it has voting power on the applicable record date, in a timely manner and make voting decisions that are in the best interests of its clients. This document, the Principal Asset Management Proxy Voting Policies and Procedures (the "Policy"), is intended to comply with the requirements of the Investment Advisers Act of 1940, the Investment Company Act of 1940 and the Employee Retirement Income Security Act of 1974 applicable to the voting of the proxies of both US and non-US issuers on behalf of clients of Principal Asset Management who have delegated such authority and discretion.
Relationship between Investment Strategy, Sustainable Investing, and Proxy Voting
Principal Asset Management has a fiduciary duty to make investment decisions that are in its clients' best interests by maximizing the value of their shares. Proxy voting is an important part of this process through which Principal Asset Management can support strong corporate governance structures, shareholder rights, and transparency. Principal Asset Management also believes a company's positive environmental and social practices may reduce risk and, in turn, influence the value of a company. Principal Asset Management may take these factors into consideration, alongside other non-sustainability factors, when voting proxies in its effort to seek the best economic outcome for its clients. Shareholder proposals often address matters that are in direct conflict with the opinions of company management. As a result, we believe additional scrutiny is required and, therefore, all shareholder proposals are escalated to the investment teams for a final voting decision.
ROLES AND RESPONSIBILITIES
Role of the Proxy Voting Committee
Principal Asset Management's Proxy Voting Committee (the "Proxy Voting Committee") shall (i) oversee the voting of proxies and the Proxy Advisory Firm, (ii) where necessary, make determinations as to how to instruct the vote on certain specific proxies, (iii) verify ongoing compliance with the Policy, (iv) review the business practices of the Proxy Advisory Firm and (v) evaluate, maintain, and review the Policy on an annual basis. The Proxy Voting Committee is comprised of representatives of each investment team and a representative from Principal Asset Management Risk, Legal, Operations, and Compliance will be available to advise the Proxy Voting Committee but are non-voting members. The Proxy Voting Committee may designate one or more of its members to oversee specific, ongoing compliance with respect to the Policy and may designate personnel to instruct the vote on proxies on behalf the Principal Asset Management clients (collectively, "Authorized Persons").
The Proxy Voting Committee shall meet at least four times per year, and as necessary to address special situations.
Role of Portfolio Management
While the Proxy Voting Committee establishes the Guidelines and Procedures, the Proxy Voting Committee does not direct votes for any client except in certain cases where a conflict of interest exists. Each investment team is responsible for determining how to vote proxies for those securities held in the portfolios their team manages. While investment teams generally vote consistently with the Guidelines, there may be instances where their vote deviates from the Guidelines. In those circumstances, the investment team will work within the Exception Process. In some instances, the same security may be held by more than one investment team. In these cases, Principal Asset Management may vote differently on the same matter for different accounts as determined by each investment team.
Proxy Voting Guidelines
The Proxy Voting Committee and Chief Investment Officer, on an annual basis, or more frequently as needed, will establish a working group to review draft proxy voting guidelines recommended to the Committee ("Draft Guidelines"). The Guidelines Working Group will collect feedback and propose Draft Guidelines for adoption by the Committee. Each investment team maintains autonomy to select the most correlated Guidelines for their strategies. Collectively, these guidelines will constitute the current Proxy Voting Guidelines of Principal Asset Management and may change from time to time (the "Guidelines"). The Proxy Voting Committee has the obligation to determine that, in general, voting proxies pursuant to the Guidelines is in the best interests of clients. Exhibit A (Proxy Voting Philosophy Summary) provides an overview of our current philosophy underlying our three core Guidelines; Base, Sustainable and Board Aligned. Full overviews of each of these custom Guidelines are maintained and available.
There may be instances where proxy votes will not be in accordance with the Guidelines. Clients may instruct Principal Asset Management to utilize a different set of guidelines, request specific deviations, or directly assume responsibility for the voting of proxies. In addition, Principal Asset Management may deviate from the Guidelines on an exception basis if the investment team or Principal Asset Management has determined that it is the best interest of clients in a particular strategy to do so, or where the Guidelines do not direct a particular response and instead list relevant factors. Any such a deviation will comply with the Exception Process which shall include a written record setting out the rationale for the deviation.
The subject of the proxy vote may not be covered in the Guidelines. In situations where the Guidelines do not provide a position, Principal Asset Management will consider the relevant facts and circumstances of a particular vote and then vote in a manner Principal Asset Management believes to be in the clients' bests interests. In such circumstance, the analysis will be documented in writing and periodically presented to the Proxy Voting Committee. To the extent that the Guidelines do not cover potential voting issues, Principal Asset Management may consider the spirit of the Guidelines and instruct the vote on such issues believed to be in the best interests of the client.
Use of Proxy Advisory Firms
Principal Asset Management has retained one or more third-party proxy service provider(s) (the "Proxy Advisory Firm") to provide recommendations for proxy voting guidelines, information on shareholder meeting dates and proxy materials, translate proxy materials printed in a foreign language, provide research on proxy proposals, operationally process votes in accordance with the Guidelines on behalf of the clients for whom Principal Asset Management has proxy voting responsibility, and provide reports concerning the proxies voted ("Proxy Voting Services"). Although Principal Asset Management has retained the Proxy Advisory Firm for Proxy Voting Services, the entity remains responsible for proxy voting decisions. Principal Asset Management has designed the Policy to oversee and evaluate the Proxy Advisory Firm, including with respect to the matters described below, to support its voting in accordance with this Policy.
Oversight of Proxy Advisory Firms
Prior to the selection of any new Proxy Advisory Firm and annually thereafter or more frequently if deemed necessary by Principal Asset Management, the Proxy Voting Committee will consider whether the Proxy Advisory Firm: (a) has the capacity and competency to adequately analyze proxy issues and provide the Proxy Voting Services the Proxy Advisory Firm has been engaged to provide and (b) can make its recommendations in an impartial manner, in consideration of the best interests of Principal Asset Management's clients, and consistent with its voting policies. Such considerations may include, depending on the Proxy Voting Services provided, the following: (i) periodic sampling of votes pre populated by the Proxy Advisory Firm's systems as well as votes cast by the Proxy Advisory Firm to review that the Guidelines adopted by Principal Asset Management are being followed; (ii) onsite visits to the Proxy Advisory Firm office and/or discussions with the Proxy Advisory Firm to determine whether the Proxy Advisory Firm continues to have the capacity and competency to carry out its proxy obligations to Principal Asset Management; (iii) a review of those aspects of the Proxy Advisory Firm's policies, procedures, and methodologies for formulating voting recommendations that Principal Asset Management considers material to Proxy Voting Services, including factors considered, with a particular focus on those relating to identifying, addressing, and disclosing potential conflicts of interest (including potential conflicts related to the provision of Proxy Voting Services, activities other than Proxy Voting Services, and those presented by affiliation such as a controlling shareholder of the Proxy Advisory Firm) and monitoring that materially current, accurate, and complete information is used in creating recommendations and research; (iv) requiring the Proxy Advisory Firm to notify Principal Asset Management if there is a substantive change in the Proxy Advisory Firm's policies and procedures or otherwise to business practices, including with respect to conflicts, information gathering and creating voting recommendations and research, and reviewing any such change(s); (v) a review of how and when the Proxy Advisory Firm engages with, and receives and incorporates input from, issuers, the Proxy Advisory Firm's clients and other third-party information sources; (vi) assessing how the Proxy Advisory Firm considers factors unique to a specific issuer or proposal when evaluating a matter subject to a shareholder vote; (vii) in case of an error made by the Proxy Advisory Firm, discussing the error with the Proxy Advisory Firm and determining whether appropriate corrective and preventive action is being taken; and (viii) assessing whether the Proxy Advisory Firm appropriately updates its methodologies, guidelines, and voting recommendations on an ongoing basis and incorporates input from issuers and Proxy Advisory Firm clients in the update process. In evaluating the Proxy Advisory Firm, Principal Asset Management may also consider the adequacy and quality of the Proxy Advisory Firm's staffing, personnel, and/or technology.
Procedures for Voting Proxies
To increase the efficiency of the voting process, Principal Asset Management utilizes the Proxy Advisory Firm to act as its voting agent for its clients' holdings. Issuers initially send proxy information to the clients' custodians.
Principal Asset Management instructs these custodians to direct proxy related materials to the Proxy Advisory Firm. The Proxy Advisory Firm provides Principal Asset Management with research related to each resolution. Principal Asset Management analyzes relevant proxy materials on behalf of their clients and seeks to instruct the vote (or refrain from voting) in accordance with the Guidelines. A client may direct Principal Asset Management to vote for such client's account differently than what would occur in applying the Policy and the Guidelines. Principal Asset Management may also agree to follow a client's individualized proxy voting guidelines or otherwise agree with a client on particular voting considerations. Principal Asset Management seeks to vote (or refrain from voting) proxies for its clients in a manner determined to be in their best interests, which may include both considering both the effect on the value of the client's investments and ESG factors. In some cases, Principal Asset Management may determine that it is in the best interests of clients to refrain from exercising the clients' proxy voting rights. Principal Asset Management may determine that voting is not in the best interests of a client and refrain from voting if the costs, including the opportunity costs, of voting would, in the view of Principal Asset Management, exceed the expected benefits of voting to the client.
Procedures for Proxy Issues within the Guidelines
Where the Guidelines address the proxy matter being voted on, the Proxy Advisor Firm will generally process all proxy votes in accordance with the Guidelines. The applicable investment team may provide instructions to vote contrary to the Guidelines in their discretion and with sufficient rationale documented in writing to seek to maximize the value of the client's investments or is otherwise in the client's best interest. This rationale will be submitted to Principal Asset Management Compliance to approve and once approved, is administered by Principal Asset Management Operations. This process will follow the Exception Process. The Proxy Voting Committee will receive and review a quarterly report summarizing all proxy votes for securities for which Principal Asset Management exercises voting authority. In certain cases, a client may have elected to have Principal Asset Management administer a custom policy which is unique to the Client. If Principal Asset Management is also responsible for the administration of such a policy, in general, except for the specific policy differences, the procedures documented here will also be applicable, excluding reporting and disclosure procedures.
Procedures for Proxy Issues Outside the Guidelines
To the extent that the Guidelines do not cover potential voting issues, the Proxy Advisory Firm will seek direction from Principal Asset Management. Principal Asset Management may consider the spirit of the Guidelines and instruct the vote on such issues in a manner believed to be in the best interests of the client. Although this not an exception to the Guidelines, this process will also follow the Exception Process. The Proxy Voting Committee will receive and review a quarterly report summarizing all proxy votes for securities for which Principal Asset Management exercises voting discretion, which shall include instances where issues fall outside the Guidelines.
Securities Lending
Some clients may have entered into securities lending arrangements with agent lenders to generate additional revenue. If a client participates in such lending, the client will need to inform Principal Asset Management as part of their contract with Principal Asset Management if they require Principal Asset Management to take actions in regard to voting securities that have been lent. If not commemorated in such agreement nor dictated by regulatory requirements, Principal Asset Management will not recall securities and, as such, they will not have an obligation to direct the proxy voting of lent securities.
In the case of lending, Principal Asset Management maintains one share for each company security out on loan by the client. Principal Asset Management will vote the remaining share in these circumstances.
In cases where Principal Asset Management does not receive a solicitation or enough information within a sufficient time (as reasonably determined by Principal Asset Management) prior to the proxy voting deadline, Principal Asset Management or the Proxy Advisory Firm may be unable to vote.
Regional Variances in Proxy Voting
Principal Asset Management utilizes the Policy and Guidelines for both US and non-US clients, and there are some significant differences between voting U.S. company proxies and voting non-U.S. company proxies. For U.S. companies, it is usually relatively easy to vote proxies, as the proxies are typically received automatically and may be voted by mail or electronically. In most cases, the officers of a U.S. company soliciting a proxy act as proxies for the company's shareholders.
With respect to non-U.S. companies, we make reasonable efforts to vote most proxies and follow a similar process to those in the U.S. However, in some cases it may be both difficult and costly to vote proxies due to local regulations, customs or other requirements or restrictions, and such circumstances and expected costs may outweigh any anticipated economic benefit of voting. The major difficulties and costs may include: (i) appointing a proxy; (ii) obtaining reliable information about the time and location of a meeting; (iii) obtaining relevant information about voting procedures for foreign shareholders; (iv) restrictions on trading securities that are subject to proxy votes (share-blocking periods); (v) arranging for a proxy to vote locally in person; (vi) fees charged by custody banks for providing certain services with regard to voting proxies; and (vii) foregone income from securities lending programs. In certain instances, it may be determined by Principal Asset Management that the anticipated economic benefit outweighs the expected cost of voting. Principal Asset Management intends to make their determination on whether to vote proxies of non-U.S. companies on a case-by case basis. In doing so, Principal Asset Management shall evaluate market requirements and impediments, including the difficulties set forth above, for voting proxies of companies in each country. Principal Asset Management periodically reviews voting logistics, including costs and other voting difficulties, on a client by client and country by country basis, in order to determine if there have been any material changes that would affect Principal Asset Management's determinations and procedures.
Conflicts of Interest
Principal Asset Management recognizes that, from time to time, potential conflicts of interest may exist. In order to avoid any perceived or actual conflict of interest, the procedures set forth below have been established for use when Principal Asset Management encounters a potential conflict to ensure that its voting decisions are based on maximizing shareholder value and are not the product of a conflict.
Addressing Conflicts of Interest - Exception Process
Prior to voting contrary to the Guidelines, the relevant investment team must complete and submit a report to Principal Asset Management Compliance setting out the name of the security, the issue up for vote, a summary of the Guidelines' recommendation, the vote changes requested and the rational for voting against the Guidelines' recommendation. The member of the investment team requesting the exception must attest to compliance with Principal's Code of Conduct and has an affirmative obligation to disclose any known personal or business relationship that could affect the voting of the applicable proxy. Principal Asset Management Compliance will approve or deny the exception in consultation, if deemed necessary, with the Legal.
If Principal Asset Management Compliance determines that no potential material conflict exists, the Guidelines may be overridden. If Principal Asset Management Compliance determines that there exists or may exist a material conflict, it will refer the issue to the Proxy Voting Committee. The Proxy Voting Committee will consider the facts and circumstances of the pending proxy vote and the potential or actual material conflict and decide by a majority vote as to how to vote the proxy - i.e., whether to permit or deny the exception.
In considering the proxy vote and potential material conflict of interest, the Proxy Voting Committee may review the following factors:
•
The percentage of outstanding securities of the issuer held on behalf of clients by Principal Asset Management;
•
The nature of the relationship of the issuer with Principal Asset Management, its affiliates, or its executive officers;
•
Whether there has been any attempt to directly or indirectly influence the investment team's decision;
•
Whether the direction of the proposed vote would appear to benefit Principal Asset Management or a related party; and/or
•
Whether an objective decision to vote in a certain way will still create a strong appearance of a conflict.
To further address potential conflicts of interest for any proxy votes specific to Principal Financial Group common stock, the exception process is not applicable. In the case of any proprietary electronically traded funds ("ETF"s), mutual funds or other comingled proprietary vehicles, PGI will vote in the same proportion as all other voting shareholders of the underlying fund/vehicle, which is referred to as echo voting, and the exception process is not applicable If echo voting is not available or operationally feasible, PGI may abstain from voting.
In the event that the Proxy Advisor Firm itself has a conflict and thus is unable to provide a recommendation, the investment team may vote in accordance with the recommendation of another independent service provider, if available. If a recommendation from an independent service provider other than the Proxy Advisor Firm is not available, the investment team will follow the Exception Process. Principal Asset Management Compliance will review the form and if it determines that there is no potential material conflict mandating a voting recommendation from the Proxy Voting Committee, the investment team may instruct the Proxy Advisory Firm to vote the proxy issue as it determines is in the best interest of clients. If Principal Asset Management Compliance determines that there exists or may exist a material conflict, it will refer the issue to the Proxy Voting Committee for consideration as outlined above.
Availability of Proxy Voting Information and Recordkeeping
Disclosure
Principal Asset Management publicly discloses on our website Principal Asset Management Vote Disclosure. The interactive voting dashboard, allows for dynamic disclosure of the manner in which votes were cast, including details related to (i) votes against management, (ii) abstentions, (iii) vote rationale, and (iii) voting metrics. For more information, Clients may contact Principal Asset Management for details related to how Principal Asset Management has voted with respect to securities held in the Client's account. On request, Principal Asset Management will provide clients with a summary of Principal Asset Management's proxy voting guidelines, process, and policies and will inform the clients how they can obtain a copy of the complete Proxy Voting Policies and Procedures upon request. Principal Asset Management will also include such information described in the preceding two sentences in Part 2A of its Form ADV.
Recordkeeping
Principal Asset Management will keep records of the following items: (i) the Guidelines; (ii) the Proxy Voting Policies and Procedures; (iii) proxy statements received regarding client securities (unless such statements are available on the SEC's Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system); (iv) records of votes they cast on behalf of clients, which may be maintained by a Proxy Advisory Firm if it undertakes to provide copies of those records promptly upon request; (v) records of written client requests for proxy voting information and responses from Principal Asset Management (whether a client's request was oral or in writing); (vi) any documents prepared by Principal Asset Management that were material to making a decision how to vote, or that memorialized the basis for the decision; (vii) a record of any testing conducted on any Proxy Advisory Firm's votes; (viii) materials collected and reviewed by Principal Asset Management as part of its due diligence of the Proxy Advisory Firm; (ix) a copy of each version of the Proxy Advisory Firm's policies and procedures provided to Principal Asset Management; and (x) the minutes of the Proxy Voting Committee meetings. All of the records referenced above will be kept in an easily accessible place for at least the length of time required by local regulation and custom, and, if such local regulation requires that records are kept for less than six years from the end of the fiscal year during which the last entry was made on such record, we will follow the US rule of six years. If the local regulation requires that records are kept for more than six years, we will comply with the local regulation. We maintain the vast majority of these records electronically.
APPENDIX
Proxy Voting Philosophy
Principal Asset Management's Proxy Voting Philosophy is built on an unwavering commitment of creating long-term value for our shareholders and investing in businesses sharing this commitment. While we think setting and executing corporate policies should generally rest with a company's board of directors and executive management, we also think shareholders play a critical role in holding these parties accountable. We take this responsibility seriously. Our policy is implemented globally, taking into consideration the relevant legal and regulatory requirements in each region.
Our philosophy is structured around four key themes:
•
Board Structure and Composition
•
Board Oversight of Risk and Strategy
•
Board Oversight of Executive Selection and Compensation
•
Shareholder Rights and Protections
The positions described below should be understood as principles underlying our general philosophy and not as strict requirements to be followed with respect to each and every proxy vote.
Board Structure, Composition, and Accountability
The philosophy of our active investment teams: Our clients, as shareholders, own the corporation. Boards of directors are accountable to them. Corporate management, in turn, is accountable to its board. As investors, we need to be comfortable delegating trust and responsibility to these parties - and these parties should have the appropriate discretion to manage a company's affairs with an awareness of the company's particular circumstances. We guide our proxy voting in this area to help ensure our clients are invested in companies with trustworthy and effective boards. Examples of relevant principals underlying this philosophy include but are not limited to:
•
Independence - A majority of board members are expected to be substantially independent from the company - not company executives, not key customers or suppliers, and not executives who sit on one another's boards. Non-independent board members should be prohibited from serving on key board committees such as audit, compensation, nominating and governance. In addition, board leadership should be independent of company management either through an independent chair or lead independent director with sufficient authority.
•
Board composition and selection - A board must possess the fully array of skills and experience necessary to oversee and guide the company it serves. We expect boards to curate an inventory of necessary skills and experiences and ensure full representation across the board. For new board members, boards should recruit unbiased slates of candidates who reflect the skills needed by the board.
•
Board size - A board should bring a wide range of relevant perspectives, incorporate skills aligning with business needs, and include enough members to ensure sufficient levels of independence for key committees.
•
Capacity and commitments of board members - Board members should demonstrate a capacity to fulfill their roles and a commitment to the responsible discharge of their duties. This includes attendance of at least 75% of board meetings and participation in no more than four other public company boards.
•
Accountability - As shareholder representatives, board members should be held to a high standard with their performance assessed on a regular basis. As such, shareholders should have the right to vote on the entire slate of directors on an annual basis.
Board Oversight of Risk and Strategy
The philosophy of our active investment teams: The oversight, guidance, and support a board of directors provides to a management team is critical to the execution of its long-term corporate strategy and ultimately, the creation of shareholder value. We expect boards to assist in identifying material risks to the company's strategy, disclosure practices, and execution and to provide risk mitigation insight and monitoring. Examples of relevant principles underlying this philosophy include but are not limited to:
•
Capital Structure - Increases in authorized shares outstanding are generally accepted if the proposed authorization results in an increase in shares authorized of 10% or less over a 2-year period. Proposals to create, modify, or issue common and preferred stock are generally accepted if the rights of the issuance are not superior to the rights of the current shareholders, subject to the principal that the authorization increase is limited to 10% of less over a 2-year period.
•
Mergers and Acquisitions - We expect boards to actively review potential targets and offers, assessing all such activities with shareholder value creation as the primary consideration. As investors, we recognize all merger and acquisition proposals are unique and should be assessed on their individual merit, including the deal premium, strategic rationale and possibility of competing offers.
•
Auditors - A board of directors should oversee the company's third-party auditor to ensure an independent and accurate assessment of the company's financial position is being portrayed. This should include a regular review of auditor qualifications, independence and competency.
•
Climate Reporting - We expect boards and managements to assess financially material climate risks to the business and, when relevant, provide the disclosure necessary for a reasonable investor to make informed decisions regarding potential impacts upon shareholder value.
Board Oversight of Executive Selection and Compensation
The philosophy of our active investment teams: A key aspect of a board of directors' governance responsibility is the support, selection and assessment of the management team. Boards should hold executives to clear value creation and be willing to make changes to management when shareholder value creation falls short of reasonable potential. Boards should also create and maintain formal succession plans to ensure continuity and minimize key person risk. Examples of relevant principles underlying this philosophy include but are not limited to:
•
Executive Pay - A board should have a clear philosophy on executive pay and maintain an independent compensation committee focused on attracting and retaining executives who will drive shareholder value over time. Executives' pay and long-term performance should align executives with shareholders through measures of financial performance relative to financial targets aligned with value generation, and the performance of relevant peers. Likewise, we expect the board of directors to be aligned with shareholders through financial incentives and share ownership.
•
Stock Based Compensation - We support the use of share-based incentive plans intended to increase the share ownership by management and align shareholder interests with management. Such plans should take into consideration the dollar cost of the plans to shareholders and the appropriateness of financial targets included in the plans. However, we believe that retroactive re-pricing of underwater options is indicative of poor corporate governance and will generally vote in opposition to a repricing scheme.
•
Say on Pay Frequency - In order to ensure alignment between pay and performance, we support annual advisory votes to approve executive compensation.
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Executive Selection and Succession - We expect a board of directors to carry out a thorough executive selection process considering a range of qualified candidates with a variety of skills and backgrounds. It is ultimately the responsibility of a board to select the candidate they think will best generate long-term value for shareholders.
Shareholder Rights and Protections
The philosophy of our active investment teams: As investors, we view the protection of shareholder rights as integral to proper corporate governance and think major corporate changes require prior shareholder approval. We also recognize there are costs associated with shareholder proposals and think ownership thresholds are appropriate in many circumstances. We oppose all structural impediments to increasing shareholder value. Examples of relevant principles underlying this philosophy include but are not limited to:
•
Shareholder Rights Plans "Poison Pills" - We generally oppose the use of poison pills unless a "pill" is approved by shareholders and does not hamper value creation.
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Supermajority Voting - A majority vote of shareholders should be sufficient to approve items such as bylaws and acquisitions. Supermajority requirements have the potential to erode the rights of minority shareholders and are viewed negatively.
•
Unequal Voting Rights - We support equal voting rights and think voting power should be allocated in direct proportion to the shareholders' equity ownership. Accordingly, we believe that dual share classes generally present more disadvantages than advantages to long-term investors and will generally vote against proposals to create or continue such structures. Notable exceptions include Real Estate Investment Trusts.
•
Shareholder Rights - We think shareholders generally have the right to nominate directors, call special meetings and act without holding a meeting in certain circumstances. However, we also recognize there is potential for abuse and therefore support reasonable ownership thresholds.
•
Capital Structure - The decision to issue or repurchase stock, issue debt or split shares is made by a board presumably with the intent of improving the overall capital structure, investing in growth, reaching a broader investment audience, enhancing shareholder value, and/or managing challenging liquidity/leverage circumstances. As such, we review these decisions on a case-by-case basis taking into consideration the degree of dilution and impact on liquidity. Proposals to create, modify or issue common and preferred stock are generally accepted if the rights of the issuance are not superior to the rights of current shareholders subject to the principal that an authorization increase is limited to 10% or less over a 2-year period.
A Note on Shareholder Proposals
Shareholder Proposals are often company specific making a one-size fits all approach to voting suboptimal. For that reason, shareholder proposals are escalated to the active investment teams for case-by-case analysis and decision making. Voting decisions are made by weighing the financial materiality of the proposal against any opposing rationale from company management, with the ultimate determination driven by the economic best interest of shareholders. While votes are generally cast consistently across the investment teams, there may be situations where portfolio managers holding the same security disagree on what is in the best interests of their shareholders.
Passive Strategy Voting
Our passively managed strategies follow the same voting philosophy as our actively managed strategies. In the absence of a determination by our active investment teams, our passive strategies will typically vote in alignment with management. We think managements and boards of directors should have comprehensive insights into the company's long-term strategy and operations. This insight puts them in a sound position to determine the financial materiality of proposals and their alignment with the economic interest of shareholders in the absence of an evaluation by our active teams.
We execute this philosophy through our Proxy Voting Guidelines as overseen by our Proxy Voting committee. Strategies are aligned to one of our custom Guidelines - Base, Sustainable and Board Aligned. We provide clients with transparency into our voting history and rationale via our interactive website. In most strategies, clients may also choose to vote their own shares or request a custom set of vote guidelines aligning with their own specific requirements.
ITEM 13 - PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES
This section contains information about portfolio managers and the other accounts they manage, their compensation, and their ownership of securities. The "Ownership of Securities" tables reflect the portfolio managers' beneficial ownership, which means a direct or indirect pecuniary interest.
Information in this section is as of March 31, 2026, unless otherwise noted.
(a)(1)
|
Matt Darrah
has served as portfolio manager for the Fund since its launch in 2024. He leads the Underwriting Team for Principal's Direct Lending strategy with responsibility for the team's underwriting philosophy and processes, as well as overseeing the underwriting of new direct loan investment opportunities. Mr. Darrah is a member of the Direct Lending Investment Committee and has been with PGI since 2020. He has 15 years of experience in direct lending, having previously started the strategy for Capital Southwest, a publicly traded, lower middle market business development company, and also as Portfolio Manager of the leveraged loan strategy for Petrus Asset Management, the primary investment vehicle for Ross Perot and his family. Mr. Darrah received a bachelor's degree in Finance from Southern Methodist University.
Tim Warrick
has served as portfolio manager for the Fund since its launch in 2024. He has been with Principal for over 30 years and leads its Direct Lending business and is the Portfolio Manager for the strategy. Mr. Warrick is a member of the Direct Lending Investment Committee. He has spent much of his career managing corporate and U.S. core plus portfolios and continues to manage select portfolios in these strategies. Mr. Warrick previously served as Portfolio Management Team Leader with responsibility for overseeing portfolio management functions for all total return fixed income products. He also oversaw the corporate trading desk, was one of the first Portfolio Managers for Principal's general account and began his career at Principal as a fixed income credit analyst focused on both private and public credit. In addition to his responsibilities with the firm, Mr. Warrick also spent two years with ReliaStar Investment Research, Inc., where he was an Analyst for multiple sectors, including mezzanine debt, leveraged bank loans, corporate bonds and asset-backed securities. Mr. Warrick received an MBA from Drake University and a bachelor's degree in Accounting and Economics from Simpson College. He holds the Chartered Financial Analyst designation and is a member of the CFA Institute.
|
(a)(2)
The following table provides information relating to other accounts managed by the Registrant's portfolio managers disclosed in (a)(1).
|
Other Accounts Managed
|
||||
|
Total Number
of Accounts |
Total Assets
in the Accounts |
Number of Accounts that Base the Advisory Fee on Performance
|
Total Assets of the
Accounts that Base the Advisory Fee on Performance |
|
|
Matt Darrah:
Principal Private Credit Fund
|
||||
|
Registered investment companies
|
0
|
$0
|
0
|
$0
|
|
Other pooled investment vehicles
|
11
|
$710.8 million
|
1
|
$96.2 million
|
|
Other accounts
|
1
|
$77.8 million
|
0
|
$0
|
|
Tim Warrick:
Principal Private Credit Fund
|
||||
|
Registered investment companies
|
0
|
$0
|
0
|
$0
|
|
Other pooled investment vehicles
|
11
|
$710.8 million
|
1
|
$96.2 million
|
|
Other accounts
|
1
|
$77.8 million
|
0
|
$0
|
Conflicts of Interest
Portfolio managers at PGI typically manage multiple accounts. These accounts may include, among others, mutual funds, proprietary accounts, and separate accounts (assets managed on behalf of pension funds, foundations, and other investment accounts). The management of multiple funds and accounts may give rise to potential conflicts of interest if the funds and accounts have different objectives, benchmarks, time horizons, and fees. In addition, the side-by-side management of these funds and accounts may raise potential conflicts of interest relating to cross trading, the allocation of investment opportunities, and the aggregation and allocation of trades. PGI seeks to provide best execution of all securities transactions and aggregate and then allocate securities to client accounts in a fair and timely manner. To this end, PGI has developed policies and procedures designed to mitigate and manage the potential conflicts of interest that may arise from side-by-side management.
(a)(3)
PGI offers the Fund's investment professionals a competitive compensation structure that is evaluated annually relative to other global asset management firms to ensure its continued competitiveness and alignment with industry best practices. The objective of the structure is to offer market competitive compensation that aligns individual and team contributions with firm and client performance objectives in a manner that is consistent with industry standards and business results.
Compensation for the Fund's investment team is comprised of base salary and variable incentive components. As team members advance in their careers, the variable component increases in its proportion commensurate with responsibility levels. The variable component is designed to reinforce delivery of investment performance, firm performance, team collaboration, regulatory compliance, operational excellence, client retention and client satisfaction. Investment performance for purposes of the variable component is measured on a pre-tax basis against relative client benchmarks and peer groups over one year, three-year and five-year periods, calculated quarterly, reinforcing a longer-term orientation.
Payments under the variable incentive plan are delivered in cash or as a combination of cash and deferred compensation . The amount of incentive delivered in the form of deferred compensation depends on the size of an individual's incentive award as it relates to a tiered deferral scale. Deferred compensation will be deferred into one or any combination of the following vehicles: cash, Principal Financial Group ("PFG") restricted stock units, and/or deferred cash. All payment vehicles are subject to a three-year vesting schedule. The overall measurement framework and the deferred component are well aligned with our desired focus on clients' objectives, alignment with Principal stakeholders, and talent retention.
In addition to deferred compensation obtained through their compensation programming, team members have investments acquired through their participation in the PFG's employee stock purchase plan, retirement plans, and direct personal investments. It should be noted that the Company's retirement plans and deferred compensation plans generally utilize its non-registered group separate accounts or commingled vehicles rather than the traditional mutual funds. However, in each instance these vehicles are managed in lockstep alignment with the mutual funds (i.e. "clones").
Finally, PGI may offer certain investment professionals the opportunity to participate in a carried interest program based on their expected contributions to the success of the strategy. Payments under the carried interest program are expected to be paid in the form of cash.
(a)(4)
The portfolio managers disclosed in (a)(1) above own shares of the Registrant as follows:
|
Portfolio Manager
|
Dollar Range of Securities
Owned by the Portfolio Manager |
|
Matt Darrah
|
$100,001 - $500,000
|
|
Tim Warrick
|
$100,001 - $500,000
|
(b) Not applicable.
ITEM 14 - PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS
Not applicable.
ITEM 15 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 16 - CONTROLS AND PROCEDURES
a) The registrant's principal executive officer and principal financial officer have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) are effective (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing).
(b) There have been no changes in the registrant's internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting.
ITEM 17 - DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES
Not applicable.
ITEM 18 - RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
(a) Not applicable.
(b)
Not applicable.
ITEM 19 - EXHIBITS
(a)(1) Code of Ethics required to be disclosed under Item 2 of Form N-CSR attached hereto as
Exhibit 99.CODE ETH
.
(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940 are attached hereto as
Exhibit 99.CERT
.
(b) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(b) under the Investment Company Act of 1940 is attached hereto as
Exhibit 99.906CERT
.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
(Registrant)
|
Principal Private Credit Fund
|
|
By
|
/s/ Barbara Wenig
|
Barbara Wenig, President and Chief Executive Officer (Principal Executive Officer)
|
Date
|
5/19/2026
|
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
By
|
/s/ Barbara Wenig
|
Barbara Wenig, President and Chief Executive Officer (Principal Executive Officer)
|
Date
|
5/19/2026
|
|
By
|
/s/ Michael Scholten
|
Michael Scholten, Chief Financial Officer (Principal Financial Officer)
|
Date
|
5/18/2026
|
[1]
Principal Global Investors, LLC ("PGI") began using Principal Asset Management ("Principal AM") as a DBA (doing business as) name and PGI will be referenced throughout this document as Principal AM (or "the Firm"). While Principal AM may include other entities, this Charter refers specifically to PGI and Principal Real Estate Investors, LLC.
Principal Private Credit Fund I published this content on May 28, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 28, 2026 at 12:08 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]