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SCHEDULE 13D/A 0001018327 XXXXXXXX LIVE 1 Common shares of beneficial interest, par value $0.001 per share 02/14/2025 false 0002037804 000000000 New Mountain Private Credit Fund 1633 BROADWAY, 48TH FLOOR NEW YORK NY 10019 Steven Klinsky 212-720-0300 1633 Broadway, 48th Floor NEW YORK NY 10019 Y New Mountain GP Holdings, L.P. b OO N DE 0.00 3676696.51 0.00 3676696.51 3676696.51 N 9.4 PN 0001776766 N NM Holdings GP, L.L.C. b OO N DE 0.00 3676736.51 0.00 3676736.51 3676736.51 N 9.4 OO 0001527830 N New Mountain Finance Advisers, L.L.C. b OO N DE 0.00 40.00 0.00 40.00 40.00 N 0 OO 0001777024 N New Mountain Capital Group, L.P. b OO N DE 0.00 40.00 0.00 40.00 40.00 N 0 PN 0001018327 N KLINSKY STEVEN B b OO N X1 0.00 6017787.95 0.00 6017787.95 6017787.95 N 15.4 IN Common shares of beneficial interest, par value $0.001 per share New Mountain Private Credit Fund 1633 BROADWAY, 48TH FLOOR NEW YORK NY 10019 This Amendment No. 1 (the "Amendment No. 1") amends the Schedule 13D initially filed on December 23, 2024 (as amended the "Schedule 13D") relating to the common shares of beneficial interest, par value $0.001 per share (the "Shares") of New Mountain Private Credit Fund (the "Issuer"). The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Schedule 13D. The original Schedule 13D filed on December 23, 2024 disclosed an estimated number of Shares received based on calculations available as of the date of the filing, and, as a result of such estimation, overstated the number of Shares received by Mr. Klinsky by 71,553.888 Shares and overstated the number of Shares received by New Mountain GP Holdings, L.P. by 114,486.750 Shares. This Amendment No. 1 is being filed to correct the number of Shares received by the Reporting Persons and the amount of securities beneficially owned following the reported transaction based on the final calculation. The fifth paragraph of Item 3 of this Schedule 13D is amended and restated as follows: New Mountain Guardian Investments III, L.L.C. ("NMG"), a former unitholder of GIII of which New Mountain GP Holdings L.P. and Mr. Klinsky were members, executed a subscription agreement for their entire ownership of Units to be exchanged for Shares in the Rollover Transaction and, effective as of the Closing Date, distributed the Shares received to its members pro rata (the "Distribution"). New Mountain GP Holdings L.P. and Mr. Klinsky, respectively, received 3,676,696.506 and 2,290,651.440 Shares from the Distribution. Item 5(a) of this Schedule 13D is hereby amended and restated as follows: The Information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference to this Item 5. As of the date hereof, Mr. Klinsky may be deemed to beneficially an aggregate of 6,017,787.946 Shares representing approximately 15.4% of the outstanding Shares as follows: (i) 2,290,651.440 Shares held directly, (ii) 3,676,696.506 Shares held directly by New Mountain GP Holdings, L.P., (iii) 40 Shares held directly by New Mountain Finance Advisers, LLC and (iv) 50,400 Shares held in trusts established for the benefit of immediate family members for which Mr. Klinsky serves as trustee of the and, in such capacity, has investment and voting discretion over shares held by each trust. The beneficial ownership percentage is based on 39,025,004.90 Shares outstanding as of December 17, 2024 as disclosed by the Issuer. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such Shares. New Mountain GP Holdings, L.P. /s/ Joseph Hartswell Joseph Hartswell, Authorized Signatory 02/14/2025 NM Holdings GP, L.L.C. /s/ Joseph Hartswell Joseph Hartswell, Authorized Signatory 02/14/2025 New Mountain Finance Advisers, L.L.C. /s/ Joseph Hartswell Joseph Hartswell, Authorized Signatory 02/14/2025 New Mountain Capital Group, L.P. /s/ Joseph Hartswell Joseph Hartswell, Authorized Signatory 02/14/2025 KLINSKY STEVEN B /s/ Joseph Hartswell Joseph Hartswell, Attorney-in-Fact for Steven B. Klinsky 02/14/2025