Goldman Sachs Nontraded BDC Q2 Tender to Test Its Peer-Comparison Claims

Goldman Sachs Private Credit Corp.’s second-quarter 2026 tender offer is well underway with a repurchase window that closes June 23 – the first quarterly liquidity event since Goldman published a pointed argument that its nontraded business development company stands apart from a sector under significant pressure.

The offer, filed with the U.S. Securities and Exchange Commission on May 20, covers all three of GS Credit’s share classes: Class I, Class S, and Class D. The fund had 372,733,420 shares outstanding as of March 31, 2026, putting the maximum repurchase at approximately 18.6 million shares.

The Q2 2026 offer’s expansion to all three share classes is a structural development. GS Credit began issuing Class S shares in February 2026 and Class D shares in March, broadening distribution to investors in fee-based accounts and direct channels. Neither class was included in the Q1 tender offer, meaning the Q2 program covers the fund’s full shareholder base for the first time – a change that could affect both the volume and composition of redemption requests.

The second-quarter window opened against the backdrop of a shareholder letter Goldman filed in April alongside its Q1 2026 tender results – a document that made unusually direct competitive claims. Goldman said GS Credit was the only nontraded BDC in its self-defined peer group whose first-quarter repurchase requests came in below the standard 5% quarterly cap, with the fund’s inflow-to-repurchase ratio of approximately 2.4x running more than five times the peer group average.

Every peer fund, Goldman said, experienced negative net flows in the first quarter. GS Credit posted positive net flows of approximately 7.1% of its Dec. 31, 2025, net asset value.

Those Q1 results landed as elevated redemption pressure was weighing on the nontraded BDC sector broadly. Goldman said the divergence was structural rather than situational, attributing GS Credit’s relative position to its institutionally oriented capital base – roughly 40% of Q1 2026 subscriptions came from institutional investors, many of them first-time GS Credit allocators – and to the Goldman Sachs ecosystem’s role in sourcing, monitoring, and working out credits.

Q2 2026 will provide the first data point on whether those advantages hold.

The tender offer is priced at NAV as of June 30, 2026, with final results to be disclosed in a subsequent amendment after the window closes. In the first quarter, GS Credit received tenders for approximately 17.28 million shares – just under the 5% cap – and fulfilled 100% of repurchase requests.

GS Credit raised $750 million in an investment-grade bond sale in April, part of a debt financing strategy that has included multiple unsecured note issuances across maturities ranging from 2028 to 2031. Goldman characterized the laddered maturity profile and absence of near-term unsecured maturities as a liquidity buffer relative to sector peers.

The fund’s total return for Class I shares was 0.4% through the end of February – toward the high end of the peer group, Goldman said – outperforming the leveraged loan index by 148 basis points. Portfolio quality metrics as of Dec. 31, 2025, showed 97.8% of the portfolio in first-lien investments, a weighted average loan-to-value of 42.1%, and a non-accrual rate of 0.2% of amortized cost, which Goldman described as among the lowest in its peer group.

Goldman’s April letter argued that the retreat of retail capital from private credit – with industry-wide monthly subscriptions below 2025 averages and peer repurchase requests averaging more than 10% of shares outstanding – was creating a more attractive deployment environment for well-capitalized lenders. Spreads were widening, Goldman said, and documentation terms were improving as borrowers lost negotiating leverage.

Whether that thesis is translating into new originations at the fund level, and whether Q2 investor behavior reflects continued confidence in the platform, will become clearer when final results are filed — expected in late June or early July.

Goldman Sachs Asset Management L.P. serves as investment adviser to GS Credit.

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