UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Exchange Act:
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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 Instructions A.2. below):
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Emerging growth company
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.
| Item 3.02 | Unregistered Sales of Equity Securities. |
As of July 1, 2025, Stepstone Private Credit Fund LLC (the “Company”) sold 1,526,434 unregistered shares (the “Sold Shares”) of the Company’s limited liability company interests (the “Shares”) (with the final number of Sold Shares issued being determined on July 29, 2025) pursuant to subscription agreements entered into with the participating investors for aggregate consideration of $39.7 million.
The offer and sale of the Sold Shares were conducted in connection with the Company’s continuous private offering of Shares in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act, Regulation D promulgated thereunder and/or Regulation S under the Securities Act (the “Private Offering”).
| Item 8.01 | Other Events. |
Net Asset Value
The Company’s net asset value per Share as of June 30, 2025, as determined in accordance with the Company’s valuation policy, was $25.98.
As of June 30, 2025, the Company’s aggregate net asset value was approximately $1,254.9 million, the fair value of its investment portfolio was approximately $2,137.9 million, and it had $924.2 million in debt outstanding (at principal).
Net Investment Income
The Company’s net investment income per Share for the three months ended June 30, 2025 is $0.67 using weighted average Shares outstanding for the period.
Status of Offering
The Company is currently conducting the Private Offering on a continuous basis for up to $10 billion in Shares. As of the date hereof, the Company has issued an aggregate of 47,989,212 Shares in the Private Offering for total consideration of approximately $1,249.8 million. These figures do not include any Shares issued in connection with the Company’s distribution reinvestment plan (if any) and do not account for Shares repurchased by the Company in connection with the Company’s discretionary quarterly share repurchase program. The Company intends to continue selling Shares in the Private Offering on a monthly basis.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 29, 2025
| StepStone Private Credit Fund LLC | ||
| By: | /s/ Joseph Cambareri | |
| Name: | Joseph Cambareri | |
| Title: | Chief Financial Officer | |