SC TO-I/A

GOLDMAN SACHS PRIVATE CREDIT CORP.

Dated: October 31, 2025

/s/ Stanley Matuszewski

Name: Stanley Matuszewski

Title: Chief Financial Officer and Treasurer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Amendment No. 1)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

Goldman Sachs Private Credit Corp.

(Name of Subject Company (Issuer))

Goldman Sachs Private Credit Corp.

(Name of Filing Persons (Offeror and Issuer))

Class I Shares of Common Stock, par value $0.001 per share

(Title of Class of Securities)

N/A

(CUSIP Number of Class of Securities)

Caroline Kraus

Stanley Matuszewski

Goldman Sachs Asset Management, L.P.

200 West Street

New York, NY 10282

(312) 655-4419

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

With copies to:


Joshua Wechsler, Esq.		Thomas J. Friedmann, Esq.
Fried, Frank, Harris, Shriver &		William J. Bielefeld, Esq.
Jacobson LLP		Darius I. Ravangard, Esq.
One New York Plaza		Dechert LLP
New York, New York 10004		One International Place
Telephone: (212) 859-8000		40th Floor
Facsimile: (212) 859-4000		100 Oliver Street
		Boston, MA 02110
		Telephone: (617) 728-7100
		Facsimile: (617) 426-6567

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

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

☐

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

☒

issuer tender offer subject to Rule 13e-4.

☐

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

☐

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

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

FINAL AMENDMENT TO TENDER OFFER STATEMENT

This Amendment No. 1 amends and supplements the Issuer Tender Offer Statement on Schedule TO (the “Statement”) originally filed with the Securities and Exchange Commission on August 25, 2025 by Goldman Sachs Private Credit Corp. (the “Fund”) in connection with an offer by the Fund to purchase up to 13,963,983 of its outstanding Class I shares of common stock, par value $0.001 per share (the “Shares”), at a price equal to the net asset value per Share as of September 30, 2025 (the “Valuation Date”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 25, 2025 (the “Offer to Purchase”), and the related Letter of Transmittal (together with the Offer to Purchase and the tender offer made thereby, the “Offer”).

This is the Final Amendment to the Statement and is being filed to report the results of the Offer. Except as otherwise set forth herein, the information set forth in the Statement, including the Offer to Purchase and the related Letter of Transmittal, remains unchanged. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase.

1. The following information is furnished pursuant to Rule 13e-4(c)(4): The Offer expired at 11:59 p.m., Eastern Time, on September 22, 2025.

2. 3,697,003.472 Shares were validly tendered and not withdrawn prior to the expiration of the Offer. The Company accepted for purchase 100% of such Shares.

3. The net asset value of Shares tendered pursuant to the Offer was calculated as of the Valuation Date in the amount of $92,572,966.94, or $25.04 per Share.

4. The Fund paid, on or about October 30, 2025 to the tendering stockholders a total of $92,567,194.89 (net of the 2% Early Repurchase Deduction applicable to the Shares repurchased by the Fund), which represents the net asset value as of the Valuation Date of the total amount of Shares tendered by stockholders upon the terms and subject to the conditions of the Offer.

SIGNATURE

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