May 13, 2026 - 10-Q: Quarterly report [Sections 13 or 15(d)]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________________

FORM 10-Q

_______________________________________________________________________

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 814-01700

_______________________________________________________________________

ANTARES PRIVATE CREDIT FUND

(Exact name of Registrant as specified in its Charter)

_______________________________________________________________________


Delaware		93-3416650
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

320 South Canal Street, Suite 4200 Chicago, IL		60606
(Address of principal executive offices)		(Zip Code)

312-638-4000

Registrant’s telephone number, including area code

_______________________________________________________________________

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

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

Class I Shares, par value $0.01 per share

Class S Shares, par value $0.01 per share

Class D Shares, par value $0.01 per share

(Title of class)

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ NO ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ NO ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
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. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒

The Registrant’s common shares of beneficial interest (“Common Shares”), $0.01 par value per share, outstanding as of May 13, 2026 was 32,520,661 of Class I Shares. No Class S or Class D Shares have been issued as of May 13, 2026. Common Shares outstanding exclude May 1, 2026 subscriptions and share issuance pursuant to the dividend reinvestment plan, as the issuance price is not yet finalized at this time.

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		Page
PART I	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements
	Consolidated Statements of Assets and Liabilities as of March 31, 2026 (Unaudited) and December 31, 2025	4
	Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 (Unaudited)	5
	Consolidated Statements of Changes in Net Assets for the three months ended March 31, 2026 and 2025 (Unaudited)	6
	Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (Unaudited)	7
	Consolidated Schedules of Investments as of March 31, 2026 (Unaudited) and December 31, 2025	8
	Notes to the Consolidated Financial Statements (Unaudited)	88
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	114
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	129
Item 4.	Controls and Procedures	130

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	131
Item 1A.	Risk Factors	131
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	131
Item 3.	Defaults Upon Senior Securities	131
Item 4.	Mine Safety Disclosures	131
Item 5.	Other Information	131
Item 6.	Exhibits	132
	Signatures	133

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this section should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report. In addition, some of the statements in this Quarterly Report (including in the following discussion) constitute forward-looking statements, which relate to future events or the future performance or financial condition of Antares Private Credit Fund (the “Company,” “we,” “us,” or “our”). The Company is externally managed by Antares Capital Credit Advisers LLC (the “Adviser”). The forward-looking statements contained in this report involve a number of risks and uncertainties, including statements concerning:

•

we have a limited operating history;

•

our, or our portfolio companies’, future business, operations, operating results or prospects;

•

the return or impact of current and future investments;

•

changes in the general economy, including those caused by tariffs and trade disputes with other countries, changes in inflation, risk of recession and a prolonged United States government shutdown;

•

the impact of changes in laws or regulations (including the interpretation thereof), including tax laws, governing our operations or the operations of our portfolio companies or the operations of our competitors;

•

the valuation of our investments in portfolio companies, particularly those having no liquid trading market;

•

market conditions and our ability to access different debt markets and additional debt and equity capital and our ability to manage our capital resources effectively;

•

our contractual arrangements and relationships with third parties;

•

the state of the general economy;

•

the impact of supply chain constraints on our portfolio companies and the global economy;

•

uncertainty surrounding global financial stability, including the liquidity of certain banks;

•

the financial condition of our current and prospective portfolio companies and their ability to achieve their objectives;

•

the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks;

•

our ability to raise capital in the private and public debt and equity markets;

•

our ability to anticipate and identify evolving market expectations with respect to environmental, social and governance matters, including the environmental impacts of our portfolio companies’ supply chain and operations;

•

the outcome and impact of any litigation or regulatory proceeding;

•

the adequacy of our cash resources and working capital;

•

the timing, form and amount of any dividend distributions;

•

the timing of cash flows, if any, from the operations of our portfolio companies; and

•

the ability of our adviser to locate suitable investments for us and to monitor and administer our investments.

We use words such as “anticipates,” “believes,” “expects,” “intends,” “project,” “estimates,” “will,” “should,” “could,” “would,” “may” and similar expressions to identify forward-looking statements, although not all forward-looking statements include these words. Our actual results and condition could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Risk Factors” on the Company's registration statement on Form N-2, the Company's Annual Report on Form 10-K, the Company's current reports on Form 8-K, and this Quarterly Report.

We have based the forward-looking statements included in this Quarterly Report on information available to us on the filing date of this Quarterly Report, and we assume no obligation to update any such forward-looking statements. Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, registration statement on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K.

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PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

ANTARES PRIVATE CREDIT FUND

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

(in thousands, except share and per share amounts)


	March 31, 2026			December 31, 2025
	(Unaudited)
ASSETS
Investments at fair value:
Non-controlled/non-affiliated investments, at fair value (amortized cost — $1,707,288 and $1,610,881 as of March 31, 2026 and December 31, 2025, respectively)	$	1,687,345		$	1,609,502
Short-term investments (amortized cost — $43,021 and $56,001 as of March 31, 2026 and December 31, 2025, respectively)		43,021			56,001
Total investments at fair value		1,730,366			1,665,503
Cash		17,877			8,960
Foreign currencies (cost — $8,903 and $10,099 as of March 31, 2026 and December 31, 2025, respectively)		8,874			10,387
Interest receivable from non-controlled/non-affiliated investments		7,197			7,230
Dividend receivable from non-controlled/non-affiliated investments		130			308
Deferred offering costs		727			525
Receivable from adviser (Note 3)		1,361			1,361
Receivable for investments sold / repaid		9,085			5,912
Prepaid expenses and other assets		383			541
Total assets	$	1,776,000		$	1,700,727

LIABILITIES
Debt outstanding	$	968,141		$	950,419
Less: Deferred financing costs		(7,443	)		(7,662	)
Total debt, net of deferred financing costs		960,698			942,757
Payable for investments purchased		1,338			6,536
Interest payable		3,569			2,823
Distributions payable		6,802			6,067
Administrative service fee payable		169			150
Accrued expenses and other liabilities		2,299			3,270
Management fees payable		2,431			2,283
Income based incentive fee payable		2,489			2,462
Payable for shares repurchased		49			—
Due to affiliates		595			1,311
Total liabilities		980,439			967,659
Commitments and contingencies (Note 7)
NET ASSETS
Common Shares, par value $0.01 (32,376,193 and 29,112,305 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively)		324			291
Paid-in capital in excess of par value		810,232			728,579
Accumulated net distributable earnings		(14,995	)		4,198
Total net assets		795,561			733,068
Total liabilities and net assets	$	1,776,000		$	1,700,727
Net asset value per share	$	24.57		$	25.18

See accompanying notes to the consolidated financial statements.

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ANTARES PRIVATE CREDIT FUND

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in thousands, except share and per share amounts)


	Three Months Ended March 31,
	2026			2025
Investment income:
From total investments:
Interest income	$	36,924		$	22,126
Payment-in-kind interest income		351			110
Payment-in-kind dividend income		204			—
Other income		684			1,139
Total investment income		38,163			23,375
Expenses:
Interest and debt expenses		14,197			4,258
Management fees (Note 3)		2,431			1,965
Income based incentive fee (Note 3)		2,489			2,269
Administrative service fee		182			156
Board of Trustees’ fee		41			40
Other general and administrative expenses		1,048			682
Organization and offering costs		303			500
Total expenses		20,691			9,870
Management fees waiver (Note 3)		—			(1,965	)
Incentive fees waiver (Note 3)		—			(2,269	)
Reimbursable expenses paid by adviser (Note 3)		—			(500	)
Net expenses, net of fee waivers		20,691			5,136
Excise tax expense		55			—
Net investment income (loss)		17,417			18,239

Net realized and change in unrealized gain (loss):
Net realized gain (loss):
Non-controlled/non-affiliated investments		(666	)		1
Foreign currency transactions		75			548
Total net realized gain (loss)		(591	)		549
Net change in unrealized appreciation (depreciation):
Non-controlled/non-affiliated investments		(18,564	)		(1,882	)
Translation of assets and liabilities in foreign currencies		562			(877	)
Total net change in unrealized appreciation (depreciation)		(18,002	)		(2,759	)
Total net realized and change in unrealized gain (loss)		(18,593	)		(2,210	)
(Provision) benefit for taxes on unrealized appreciation (depreciation) of assets		289			—
Net increase (decrease) in net assets resulting from operations	$	(887	)	$	16,029

Per share information
Net investment income (loss) per share (basic and diluted)	$	0.55		$	0.72
Earnings per share (basic and diluted)	$	(0.03	)	$	0.63
Distributions declared per share	$	0.58		$	0.61
Weighted average shares outstanding (basic and diluted)		31,589,782			25,416,297

See accompanying notes to the consolidated financial statements.

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ANTARES PRIVATE CREDIT FUND

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)

(in thousands, except shares)

Three Months Ended March 31, 2026


									Accumulated Net
	Common Shares					Paid-in-Capital in			Distributable Earnings			Total
	Shares			Par Value		Excess of Par Value			(Losses)			Net Assets
Net assets at beginning of period		29,112,305		$	291	$	728,579		$	4,198		$	733,068
Operations:
Net investment income (loss)		—			—		—			17,417			17,417
Net realized gain (loss)		—			—		—			(591	)		(591	)
Net change in unrealized appreciation (depreciation)		—			—		—			(18,002	)		(18,002	)
(Provision) benefit for taxes on unrealized appreciation (depreciation) of assets		—			—		—			289			289
Net increase (decrease) in net assets resulting from operations		—			—		—			(887	)		(887	)
Capital Transactions:
Issuance of shares		3,222,374			32		80,615			—			80,647
Common Shares issued from reinvestment of distributions		43,497			1		1,087			—			1,088
Distributions to shareholders		—			—		—			(18,306	)		(18,306	)
Repurchase of shares (net of early repurchase deduction)		(1,983	)		—		(49	)		—			(49	)
Net increase (decrease) in net assets resulting from capital transactions		3,263,888			33		81,653			(18,306	)		63,380
Total net increase (decrease)		3,263,888			33		81,653			(19,193	)		62,493
Net assets at end of period		32,376,193		$	324	$	810,232		$	(14,995	)	$	795,561

Three Months Ended March 31, 2025


							Accumulated Net
	Common Shares				Paid-in-Capital in		Distributable Earnings			Total
	Shares		Par Value		Excess of Par Value		(Losses)			Net Assets
Net assets at beginning of period		25,405,674	$	254	$	635,495	$	1,710		$	637,459
Operations:
Net investment income		—		—		—		18,239			18,239
Net realized gain (loss)		—		—		—		549			549
Net change in unrealized appreciation (depreciation)		—		—		—		(2,759	)		(2,759	)
Net increase (decrease) in net assets resulting from operations		—		—		—		16,029			16,029
Capital Transactions:
Issuance of shares		31,183		—		783		—			783
Distributions to shareholders		—		—		—		(15,583	)		(15,583	)
Net increase (decrease) in net assets resulting from capital transactions		31,183		—		783		(15,583	)		(14,800	)
Total net increase (decrease)		31,183		—		783		446			1,229
Net assets at end of period		25,436,857	$	254	$	636,278	$	2,156		$	638,688

See accompanying notes to the consolidated financial statements.

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ANTARES PRIVATE CREDIT FUND

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in thousands)


	Three Months Ended March 31,
	2026			2025
Cash flow from operating activities
Net increase (decrease) in net assets resulting from operations	$	(887	)	$	16,029
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Accrued interest and dividends received in-kind		(726	)		(110	)
Net accretion of discounts and amortization of premiums on investments		(957	)		(267	)
Proceeds from sale of investments and principal repayments		108,719			28,305
Purchases of investments		(204,109	)		(285,404	)
Purchase/sale of short-term investments, net (1)		12,980			—
Net realized (gains) losses on investments		666			(1	)
Net change in unrealized (appreciation) depreciation on investments		18,564			1,882
Net change in unrealized (appreciation) depreciation on translation of assets and liabilities in foreign currencies		(525	)		—
Amortization of deferred financing costs		463			201
Amortization of deferred offering costs		303			476
(Increase) decrease in operating assets:
Interest receivable from non-controlled/non-affiliated investments		33			(1,510	)
Dividend receivable from non-controlled/non-affiliated investments		178			—
Receivable from adviser		—			1,661
Receivable for investments sold / repaid		(3,173	)		(529	)
Prepaid expenses and other assets		158			130
Increase (decrease) in operating liabilities:
Due to affiliates		(716	)		(1,435	)
Payable for investments purchased		(5,198	)		(79,973	)
Management fees payable		148			—
Income based incentive fee payable		27			—
Interest payable		746			997
Administrative service fee payable		19			156
Accrued expenses and other liabilities		(971	)		1,738
Net cash provided by (used in) operating activities		(74,258	)		(317,654	)
Cash flow from financing activities
Proceeds from issuance of shares		80,647			783
Debt borrowings		178,922			345,955
Debt repayments		(160,358	)		—
Distributions paid		(16,483	)		(18,447	)
Deferred offering costs paid		(505	)		(679	)
Deferred financing costs paid		(244	)		(2,815	)
Net cash provided by (used in) financing activities		81,979			324,797
Net increase (decrease) in cash		7,721			7,143
Effect of foreign exchange rate changes on cash		(317	)		—
Cash and foreign currencies at the beginning of period (1)		19,347			62,340
Cash and foreign currencies at the end of period (1)	$	26,751		$	69,483
Supplemental disclosure of cash flow information
Cash paid for interest	$	12,988		$	3,060
Cash paid for taxes		300			—
Distributions payable		6,802			5,426
Reinvestment of distributions		1,088			—
Payable for shares repurchased		49			—

(1)

The Company has made a prospective presentation change to reclassify money market fund investments as short-term investments, resulting in their exclusion from cash and cash equivalents beginning in the reporting period ended June 30, 2025. As a result, cash as of the beginning of the three months ended March 31, 2025 includes $39,527 of money market fund investments. As of the beginning of the three months ended March 31, 2026, short-term investments are excluded from cash. See Note 2 for additional detail.

See accompanying notes to the consolidated financial statements.

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ANTARES PRIVATE CREDIT FUND

CONSOLIDATED SCHEDULE OF INVESTMENTS (Unaudited)

March 31, 2026

(in thousands)

     Investments (1)

     Footnotes

     Asset Type

     Reference Rate and Spread (2)

     Interest Rate

     Maturity Date

     Par Amount / Shares

     Amortized Cost (4)

     Fair Value

     Percentage of Net Assets

     Investments - non-controlled/non-affiliated

     Secured Debt

Form: 10-Q

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