8-K: Current report
Published on January 7, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
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N/A
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Securities registered pursuant to Section 12(b) of the Act: None
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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
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| Item 8.01. | Other Events. |
On January 6, 2026, HPS Corporate Lending Fund (the “Fund”) priced an offering (the “Offering”) of (i) $350,000,000 in aggregate principal amount of its 5.150% notes due 2029 (the “2029 Notes”), and (ii) $400,000,000 in aggregate principal amount of its 5.650% notes due 2031 (the “2031 Notes” and together with the 2029 Notes, the “Notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The 2029 Notes will mature on April 2, 2029 and may be redeemed in whole or in part at the Fund’s option at any time prior to March 2, 2029 at par value plus a “make-whole” premium and at par value on or thereafter. The 2031 Notes will mature on April 2, 2031 and may be redeemed in whole or in part at the Fund’s option at any time prior to March 2, 2031 at par value plus a “make-whole” premium and at par value on or thereafter. The Offering is expected to close on January 13, 2026, subject to customary closing conditions.
The Fund expects to use the net proceeds of the Offering to make investments in accordance with its investment strategy and policies, to reduce borrowings and repay indebtedness incurred under various financing agreements the Fund has entered into and for general corporate purposes of the Fund and its subsidiaries.
In addition, the Fund estimates that approximately 18.8 million of its common shares, or 4.1% of its outstanding common shares as of September 30, 2025, were validly tendered and not withdrawn pursuant to the Fund’s offer to purchase shares that expired on December 2, 2025 under its share repurchase program. The purchase price per share for each share tendered and accepted for purchase by the Fund pursuant to such offer will be disclosed in February 2026 after the Fund determines its net asset value per share as of December 31, 2025.
This announcement does not constitute an offer to sell or a solicitation of an offer to buy any of the Notes, nor shall there be any offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements about the Fund’s business, including, in particular, statements about the Fund’s plans, strategies and objectives. You can generally identify forward-looking statements by the Fund’s use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue” or other similar words. These statements include the Fund’s plans and objectives for future operations, including plans and objectives relating to future growth, availability of funds and dividends/earnings, and are based on current expectations that involve numerous risks and uncertainties. Assumptions relating to these statements involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to accurately predict and many of which are beyond the Fund’s control. Although the Fund believes the assumptions underlying the forward-looking statements, and the forward-looking statements themselves, are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that these forward-looking statements will prove to be accurate and the Fund’s actual results, performance and achievements may be materially different from that expressed or implied by these forward-looking statements. In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of this information should not be regarded as a representation by the Fund or any other person that the Fund’s objectives and plans, which the Fund considers to be reasonable, will be achieved. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. Moreover, the Fund assumes no duty and does not undertake to update the forward-looking statements. You are advised to consult any additional disclosures that the Fund makes directly to you or through reports that the Fund has filed or in the future files with the Securities and Exchange Commission, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, HPS Corporate Lending Fund has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HPS CORPORATE LENDING FUND | ||||||
| Date: January 7, 2026 | By: | /s/ Robert Busch | ||||
| Name: | Robert Busch | |||||
| Title: | Chief Financial Officer and Principal Accounting Officer | |||||