PGIM Strategic Investments SC 13D/APGIM Credit Income Fund / PGIM Strategic Investments ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

PGIM Credit Income Fund

(Name of Issuer)

Class Z common shares of beneficial interest, par value $0.001
Class A common shares of beneficial interest, par value $0.001
Class C common shares of beneficial interest, par value $0.001
(Title of Class of Securities)

69434A108 (Class Z)

69434A207 (Class A)

69434A306 (Class C)

(CUSIP Number)

Andrew French

c/o PGIM Strategic Investments, Inc.

655 Broad Street

Newark, NJ 07102

(973) 367-2396

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 2, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the following box. ¨

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d–7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Explanatory Note

This amendment No. 1 (“Amendment No. 1”) amends the statement on Schedule 13D filed with the Securities and Exchange Commission on December 21, 2023 (as amended, the “Schedule 13D”) related to the Class Z common shares of beneficial interest, par value $0.001 per share (the "Class Z Shares"), Class A common shares of beneficial interest, par value $0.001 per share (the "Class A Shares") and Class C common shares of beneficial interest, par value $0.001 per share (the "Class C Shares” and collectively, the “Common Shares”) of PGIM Credit Income Fund, a Delaware statutory trust (the “Issuer”). The Issuer’s principal executive offices are at 655 Broad Street, Newark, New Jersey 07102.

The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Schedule 13D.

 Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

On January 2, 2024, PGIM Strategic Investments, Inc. purchased 1,191,895.113 Class Z Shares at $25.17 per Class Z Share for an aggregate purchase price of $30,000,000, which was paid for from PGIM Strategic Investments, Inc.’s invested capital.

PGIM Strategic Investments, Inc. participates in the dividend reinvestment plan (the “DRIP”) of the Issuer, through which holders of Common Shares may choose to have cash dividends or cash distributions automatically reinvested in Common Shares and, consequently, was issued additional Common Shares in lieu of receiving cash payments as follows:

Item 5 (a)-(c) of the Schedule 13D is hereby amended and restated as follows:

The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.

(a) and (b). As of the date hereof, PGIM Strategic Investments, Inc. directly holds an aggregate of 4,056,631.689 Class Z Shares, representing 99.9% of the outstanding Class Z Shares; an aggregate of 406.570 Class A Shares, representing 100% of the outstanding Class A Shares and an aggregate of 405.965 Class C Shares, representing 100% of the outstanding Class C Shares. PGIM Strategic Investments, Inc. is an indirect wholly owned subsidiary of Prudential Financial, Inc. and as such, Prudential Financial, Inc. may be deemed the beneficial owner of the securities reported herein. The filing of this Schedule 13D shall not be construed as an admission that Prudential Financial, Inc. is the beneficial owner of any securities covered by this Schedule 13D.

(c) Except as otherwise set forth in this Schedule 13D, none of the Reporting Persons or, to the best knowledge of such persons, the persons named in Annex A, has effected any transactions in the Common Shares during the past 60 days.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 18, 2024

Annex A

Directors and Executive Officers of the Reporting Persons

The following sets forth certain information regarding the directors and executive officers of PGIM Strategic Investments, Inc. Unless otherwise noted, the business address of each director and executive officer of PGIM Strategic Investments, Inc. is 655 Broad Street, Newark, NJ 07102.

Directors:

Officers:

The following sets forth certain information regarding the directors and executive officers of Prudential Financial, Inc. Unless otherwise noted, the business address of each director and executive officer of Prudential Financial, Inc. is 751 Broad Street, Newark, NJ 07102.

Directors:

Officers:

Except as set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, none of the individuals listed above beneficially owns any Common Shares.