CURRENT REPORT 

Pursuant to Section 13 or 15(d) 

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 28, 2025

(Registrant’s telephone number, including area code): (212) 720-0300

None 

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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 13(a) of the Exchange Act. o

Item 3.02 - Unregistered Sale of Equity Securities.

In connection with the continuous private offering (the “Private Offering”) of New Mountain Private Credit Fund, a Maryland statutory trust (the “Company”), as of July 1, 2025, the Company sold an aggregate of 508,432 of its common shares of beneficial interest for the month of July (the “Shares”), for aggregate consideration of approximately $12.5 million at a price per Share equal to $24.55 (with the final number of shares being determined on July 28, 2025). The offer and sale of the Shares was exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder.

Item 7.01 - Regulation FD Disclosure.

July 2025 Distribution

On July 24, 2025, the Board of Trustees of the Company declared a regular distribution in the amount of $0.19 per Share, payable to shareholders of record as of the open of business on July 31, 2025 to be paid on or about August 29, 2025.

This distribution will be paid in cash or reinvested in Shares for shareholders participating in the Company’s distribution reinvestment plan.

Item 8.01 - Other Events.

Net Asset Value

The net asset value (“NAV”) per Share as of June 30, 2025, as determined in accordance with the Company’s valuation policy, is $24.55.

As of June 30, 2025, the Company’s aggregate NAV was approximately $1,016.7 million, the fair value of its investment portfolio was approximately $1,502.9 million, and it had approximately $537.0 million of debt outstanding (at principal). The average debt-to-equity leverage ratio during June 2025 was approximately 0.53 times. As of June 30, 2025, the Company had approximately $1,160 million in committed debt capacity, with 100% in floating rate leverage, of which 100% was secured.

Status of Offering

The Company is currently offering Shares on a monthly basis as part of the Private Offering. The following table lists the Shares issued and total consideration for the Private Offering as of the date of this filing. The table below does not include Shares issued through the Company’s distribution reinvestment plan. The Company intends to continue selling Shares in the Private Offering on a monthly basis.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.