Partners Group Lending Fund, LLC

8-K · fp0099279-1_8kixbrl.htm iXBRL

0001938649

 2026-05-28
 2026-05-28

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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

  

  

 FORM 8-K

  

  

 CURRENT REPORT

 Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934

  

 Date of Report (Date of earliest event reported):

 May 28, 2026

  

  

 Partners Group Lending
Fund, LLC

 (Exact name of registrant as specified in its charter)

  

  

  

 Delaware
 000-56792
 88-3153051

 (State or other jurisdiction of

 incorporation or organization)

 (Commission

file number)

 (I.R.S. Employer

 Identification No.)

  

 1114 Avenue of the Americas , 37th Floor , New York , NY
  
 10036

 (Address of principal executive officers)
  
 (Zip Code)

  

 ( 877 ) 748-7209

Registrant’s telephone number, including area code

  

 Not Applicable

 (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:

  

 [   ]
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 [   ]
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 [   ]
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 [   ]
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities Registered pursuant to section 12(b) of the Act:

  

 Title of each class
 Trading Symbol(s)
 Name of each exchange on which registered

 N/A
 N/A
 N/A

  

 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. [   ]

  

  

  

 Item 3.02 Unregistered Sales of Unregistered Securities. 

  

 As of May 1, 2026, Partners Group Lending Fund,
LLC (the “Fund”) sold its Class M and Class I units (the “Units”) as listed in the table below. The number of
Units to be issued was finalized on May 28, 2026. The offer and sale of the Units was made pursuant to Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”), Regulation D promulgated thereunder and other available exemptions from the
registration requirements of the Securities Act to investors who are “accredited investors” within the meaning of Regulation
D under the Securities Act.

  

 Unit Class
 Number of Units 1
 Total Consideration

 Class I Units
 13,322
 $
 20,000

 Class M Units
 26,549
 $
 39,858

  

  

 1 Figures rounded to the nearest whole Unit

  

 Item 8.01 Other Events.

  

 Net Asset Value 

  

 The NAV per Unit as of April 30, 2026, as determined
in accordance with the valuation policies and procedures approved by the Fund’s board of directors, was as follows: 

  

  
  
 NAV as of

 Unit Class
  
 April 30, 2026

 Class I Units
  
 $
 1.5013

 Class M Units
  
 $
 1.5013

  

 As of April 30, 2026, the Fund’s aggregate
NAV was approximately $317.2 million including approximately $209.0 million of debt outstanding.

  

 Portfolio and Business Commentary

  

 Portfolio Statistics

  

 As
of April 30, 2026, the Fund had investments in 59 portfolio companies 1 . The geographic allocations of the Fund’s portfolio
companies, represented as a percentage of fair value, were as follows: 97% in North America, 0% in Europe, and 3% in Asia and Rest of
World 1 .

  

 Portfolio Summary as of April 30, 2026

 Total Portfolio Size
 $501.1 million

 Borrowers 1
 59

 Weighted Average Credit Spread 2
 5.1%

 Median LTM EBITDA (at entry) 3
 $100.0 million

 Weighted Average First Lien Net Leverage Ratio (at entry) 3
 5.9x

 Weighted Average Total Net Leverage Ratio (at entry) 3
 6.1x

 Weighted Average loan to value ("LTV") (at entry) 3
 39.9%

  

  

  

 Asset Allocations

  

 As of April 30, 2026, based on fair value, the Fund’s
portfolio investments consisted of the following:

  

 Portfolio Investments
  

 First Lien / Unitranche Loans
 93.2%

 Opportunistic Credit
 1.7%

 CLO debt tranches
 5.1%

 Total
 100.0%

  

 As
of April 30, 2026, the ten largest industries in which the Fund was invested, represented as a percentage of fair value 1 ,
were as follows:

  

 Industry
  

 Software
 26.0%

 Health Care Providers & Services
 11.0%

 Professional Services
 10.5%

 IT Services
 9.1%

 Trading Companies & Distributors
 6.9%

 Diversified Consumer Services
 5.7%

 Capital Markets
 5.0%

 Commercial Services & Supplies
 3.9%

 Electrical Equipment
 3.0%

 Machinery
 2.9%

  

 As of April 30, 2026, the ten largest portfolio company investments
in which the Fund was committed, based on par value or, in the case of equity investments, cost, were as follows:

  

 Issuer
  
  Par or Cost ($ in millions)
  % of Total

 PT Intermediate Holdings III, LLC
  
 21.0
 3.5%

 PMA Parent Holdings, LLC
  
 20.7
 3.5%

 Diligent Corporation
  
 19.7
 3.3%

 DigiCert, Inc.
  
 19.5
 3.3%

 Ascend Partner Services LLC
  
 18.5
 3.1%

 Optimizely North America Inc.
  
 18.2
 3.1%

 Ruby Buyer, LLC
  
 15.9
 2.7%

 MRI Software LLC
  
 15.0
 2.5%

 CSafe Acquisition Company, Inc.
  
 14.9
 2.5%

 XCL Education Holdings Pte Ltd
  
 14.6
 2.4%

  

 As of April 30, 2026, based on fair value, investments by vintage
year were as follows 1 :

  

 Investments Split by Year
  

 2023
 14.0%

 2024
 41.9%

 2025
 32.9%

 2026
 11.2%

  

  

 1 Calculation excludes CLO debt tranches

 2 Calculation includes all instruments with floating rate spreads

 3 Calculation excludes CLO debt tranches, opportunistic credit,
and recurring revenue loans

  

  

  

 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.

  

  

  
  
 Partners Group Lending Fund, LLC
  

  
  
  
  
  

  
  
 By:
 /s/ Brian Igoe
  

 Dated:
 June 2, 2026
  

 Brian Igoe

 Chief Financial Officer