Pre-Effective Amendment No. 

     ¨ 

Post-Effective Amendment No. 3 

     x 

Benjamin C. Wells, Esq. 

Simpson Thacher & Bartlett LLP 

425 Lexington Avenue 

New York, New York 10017 

Jacqueline Edwards, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017 

Ryan P. Brizek, Esq. 

Simpson Thacher & Bartlett LLP 

900 G Street, N.W. 

Washington, DC 20001 

¨ 

Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans. 

x 

Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a dividend reinvestment plan. 

¨ 

Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto. 

¨ 

Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act. 

¨ 

Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act. 

¨ 

when declared effective pursuant to Section 8(c) of the Securities Act. 

¨ 

This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement]. 

¨ 

This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:                 . 

¨ 

This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is:                 . 

x 

This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: 333-268093 

¨ 

Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“Investment Company Act”)). 

x 

Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act). 

¨ 

Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act). 

¨ 

A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form). 

¨ 

Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act). 

x 

Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”). 

¨ 

If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. 

¨ 

New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing). 

(a)(1) 

Certificate of Amendment to the Certificate of Trust of the Registrant. Incorporated herein by reference to the corresponding exhibit of the Registrant’s Registration Statement on N-2 (File No. 333-268093), filed on November 1, 2022. 

(a)(2) 

Third Amended and Restated Agreement and Declaration of Trust of the Registration. Incorporated herein by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed on July 16, 2024. 

(b)(1) 

Amended and Restated Bylaws of the Registrant. Incorporated herein by reference to Exhibit 3.3 of the Registrant’s Annual Report on Form 10-K, filed on March 25, 2024. 

(c) 

Not Applicable. 

(d) 

Form of Subscription Agreement. Incorporated herein by reference to Exhibit 4.1 of the Registrant’s Annual Report on Form 10-K, filed on March 19, 2025. 

(e) 

Form of Distribution Reinvestment Plan. Incorporated herein by reference to the corresponding exhibit of the Registrant’s Registration Statement on N-2 (File No. 333-268093), filed on November 1, 2022. 

(f) 

Not Applicable. 

(g)(1) 

Amended and Restated Management Agreement between PGIM Private Credit Fund and PGIM Investments LLC, dated March 22, 2024. Incorporated herein by reference to the corresponding exhibit of the Registrant’s Registration Statement on N-2 (File No. 333-268093), filed on April 5, 2024. 

(g)(2) 

Amended and Restated Subadvisory Agreement between PGIM Investments LLC and PGIM, Inc., dated November 15, 2024. Incorporated herein by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, filed on December 19, 2024.  

(h)(1) 

Second Amended and Restated Intermediary Manager Agreement between PGIM Private Credit Fund and Prudential Investment Management Services, LLC, dated November 1, 2024. Incorporated herein by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q, filed on November 12, 2024. 

(h)(2) 

Form of Selected Intermediary Agreement. Incorporated herein by reference to the corresponding exhibit of the Registrant’s Registration Statement on N-2 (File No. 333-268093), filed on November 10, 2022. 

(h)(3) 

Distribution and Service Plan, dated June 20, 2023. Incorporated herein by reference to Exhibit 10.8 of the Registrant’s Quarterly Report on Form 10-Q, filed on August 11, 2023. 

(i) 

Not Applicable. 

(j) 

Custodian Agreement between PGIM Private Credit Fund and State Street Bank and Trust Company, dated October 28, 2022. Incorporated herein by reference to Exhibit 10.15 of the Registrant’s Annual Report on Form 10-K, filed on March 25, 2024. 

(k)(1) 

Administration Agreement between PGIM Private Credit Fund and State Street Bank and Trust Company, dated November 7, 2022. Incorporated herein by reference to Exhibit 10.16 of the Registrant’s Annual Report on Form 10-K, filed on March 25, 2024. 

(k)(2) 

Transfer Agency and Service Agreement between PGIM Private Credit Fund and Prudential Mutual Fund Services LLC, dated April 3, 2023. Incorporated herein by reference to Exhibit 10.7 of the Registrant’s Quarterly Report on Form 10-Q, filed on August 11, 2023. 

(k)(3) 

Multi-Class Plan, dated June 20, 2023. Incorporated herein by reference to Exhibit 10.9 of the Registrant’s Quarterly Report on Form 10-Q, filed on August 11, 2023.   

(k)(4) 

Expense Limitation and Reimbursement Agreement between PGIM Private Credit Fund and PGIM Investments LLC, dated May 5, 2023. Incorporated herein by reference to Exhibit 10.5 of the Registrant’s Quarterly Report on Form 10-Q, filed on August 11, 2023. 

(k)(5) 

Management Fee Waiver Letter between PGIM Private Credit Fund and PGIM Investments LLC, dated December 13, 2024. Incorporated herein by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K, filed on December 19, 2024.  

(k)(6) 

Subadvisory Fee Waiver Letter between PGIM Investments LLC and PGIM, Inc., dated December 13, 2024. Incorporated herein by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K, filed on December 19, 2024. 

(k)(7)(i) 

Senior Secured Revolving Credit Agreement, dated as of October 30, 2023, by and among PGIM Private Credit Fund and Sumitomo Mitsui Banking Corporation as administrative agent, collateral agent, syndication agent, lead arranger and joint book runner. Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on November 1, 2023. 

(k)(7)(i) 

Response to Notice of Commitment Increase Request, dated January 17, 2025, by and among the PGIM Private Credit Fund and Natixis, New York Branch. Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on January 23, 2025. 

(l) 

Opinion of Morris, Nichols, Arsht & Tunnell LLP. Incorporated herein by reference to the corresponding exhibit of the Registrant’s Registration Statement on N-2 (File No. 333-268093), filed on April 5, 2023. 

(m) 

Not Applicable. 

(n) 

Consent of Independent Registered Public Accounting Firm. Filed herewith. 

(o) 

Not Applicable. 

(p) 

Not Applicable. 

(q) 

Not Applicable. 

(r)(1) 

Code of Ethics of the Fund. Incorporated herein by reference to the corresponding exhibit of the Registrant’s Registration Statement on N-2 (File No. 333-268093), filed on April 30, 2024. 

(r)(2) 

Code of Ethics of the Manager. Incorporated herein by reference to the PGIM Credit Income Fund Registration Statement on Form N-2 filed via EDGAR on March 27, 2025 (File No. 333-274044). 

(r)(3) 

Code of Ethics of the Subadviser. Incorporated herein by reference to the corresponding exhibit of the Registrant’s Registration Statement on N-2 (File No. 333-268093), filed on April 30, 2024. 

(s) 

Filing Fee Exhibit. Incorporated herein by reference to the corresponding exhibit of the Registrant’s Registration Statement on N-2 (File No. 333-268093), filed on April 5, 2023.  

(t) 

Power of Attorney. Filed herewith. 

PGIM PRIVATE CREDIT FUND 

By: 

/s/ Stuart S. Parker* 

Name: 

Stuart S. Parker 

Title: 

President and Principal Executive Officer 

Signature 

Title 

Date 

/s/ Morris L. McNair, III* 

Trustee 

March 31, 2025 

Morris L. McNair, III 

/s/ Mary Lee Schneider* 

Trustee 

March 31, 2025 

Mary Lee Schneider 

/s/ Thomas M. Turpin* 

Chairperson and Trustee 

March 31, 2025 

Thomas M. Turpin 

/s/ Scott Benjamin* 

Trustee and Vice President 

March 31, 2025 

Scott Benjamin 

/s/ Stuart S. Parker* 

President and Principal Executive Officer 

March 31, 2025 

Stuart S. Parker 

/s/ Christian J. Kelly* 

Chief Principal Financial Officer (Principal Financial Officer) 

March 31, 2025 

Christian J. Kelly 

/s/ Elyse McLaughlin* 

Treasurer and Principal Accounting Officer 

March 31, 2025 

Elyse McLaughlin 

*By: 

/s/ George Hoyt 

George Hoyt 

As Agent or Attorney-in-Fact 

March 31, 2025