8-K: Current report
Published on October 29, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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(Exact name of Registrant as specified in Its Charter)
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code:
Not Applicable
(Former name or former address, if changed since last report)
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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 (see General Instruction A.2. below):
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: None
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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
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.
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Item 3.02. Unregistered Sales of Equity Securities.
On October 1, 2026, HPS Real Assets Lending Company LP (the “Company”) issued and sold the following unregistered limited partnership interests (the “Shares”) for both HPS Real Assets Lending Company LP- Series I (“Series I”) and HPS Real Assets Lending Company LP- Series II (“Series II”) (with the final number of Shares being determined on October 28, 2026) for cash (unless otherwise noted):
Class |
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Number of Shares Sold |
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Aggregate Consideration |
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Series I |
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I Shares |
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— |
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$ |
— |
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D Shares |
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— |
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$ |
— |
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S Shares |
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— |
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$ |
— |
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F-I Shares |
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30,092 |
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$ |
767,052 |
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F-D Shares |
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126,357 |
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$ |
3,220,840 |
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F-S Shares |
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319,733 |
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$ |
8,150,000 |
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E Shares |
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392 |
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$ |
10,000 |
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Series II |
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I Shares |
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— |
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$ |
— |
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D Shares |
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— |
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$ |
— |
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S Shares |
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— |
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$ |
— |
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F-I Shares |
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70,490 |
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$ |
1,802,417 |
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F-D Shares |
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1,379,424 |
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$ |
35,271,862 |
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F-S Shares |
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86,038 |
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$ |
2,200,000 |
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E Shares |
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— |
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$ |
— |
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The offer and sale of Shares above were exempt from the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(a)(2), including Regulation D (for sales to accredited investors) and/or Regulation S (for sales to non-U.S. investors outside of the United States) thereunder.
Item 8.01. Other Events.
Transactional Net Asset Value
On October 28, 2026, HPS Investment Partners, LLC (the “Manager”), the Company’s manager, determined the transactional net asset value (“Transactional Net Asset Value”) per Share, being the price at which sales of the Shares are made, of the following classes of Shares for both Series I and Series II as of September 30, 2026:
Class |
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Transactional Net Asset Value per Share |
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Series I |
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I Shares |
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$ |
25.49 |
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D Shares |
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$ |
25.49 |
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S Shares |
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$ |
25.49 |
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F-I Shares |
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$ |
25.49 |
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F-D Shares |
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$ |
25.49 |
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F-S Shares |
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$ |
25.49 |
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E Shares |
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$ |
25.49 |
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Series II |
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I Shares |
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$ |
25.57 |
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D Shares |
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$ |
25.57 |
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S Shares |
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$ |
25.57 |
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F-I Shares |
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$ |
25.57 |
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F-D Shares |
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$ |
25.57 |
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F-S Shares |
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$ |
25.57 |
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E Shares |
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$ |
25.57 |
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The Transactional Net Asset Value of the Company’s outstanding Shares is also available on its website at https://www.hreal.com, but the contents of the website are not incorporated by reference in or otherwise a part of this Current Report on Form 8-K.
For additional information, please see additional details included in Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Distributions
On October 28, 2026, the Company declared distributions for each class of Shares for both Series I and Series II in the amounts per Share set forth below:
Class |
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Distribution - Regular |
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Distribution - Variable Supplemental |
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Total Distribution |
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Series I |
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I Shares |
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$ |
0.1146 |
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$ |
0.0191 |
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$ |
0.1337 |
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D Shares |
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$ |
0.1103 |
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$ |
0.0191 |
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$ |
0.1294 |
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S Shares |
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$ |
0.1001 |
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$ |
0.0191 |
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$ |
0.1192 |
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F-I Shares |
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$ |
0.1146 |
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$ |
0.0191 |
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$ |
0.1337 |
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F-D Shares |
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$ |
0.1103 |
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$ |
0.0191 |
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$ |
0.1294 |
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F-S Shares |
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$ |
0.1001 |
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$ |
0.0191 |
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$ |
0.1192 |
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E Shares |
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$ |
0.1146 |
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$ |
0.0191 |
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$ |
0.1337 |
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Series II |
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I Shares |
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$ |
0.1458 |
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$ |
0.0243 |
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$ |
0.1701 |
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D Shares |
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$ |
0.1404 |
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$ |
0.0243 |
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$ |
0.1647 |
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S Shares |
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$ |
0.1273 |
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$ |
0.0243 |
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$ |
0.1516 |
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F-I Shares |
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$ |
0.1458 |
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$ |
0.0243 |
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$ |
0.1701 |
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F-D Shares |
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$ |
0.1404 |
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$ |
0.0243 |
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$ |
0.1647 |
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F-S Shares |
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$ |
0.1273 |
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$ |
0.0243 |
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$ |
0.1516 |
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E Shares |
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$ |
0.1458 |
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$ |
0.0243 |
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$ |
0.1701 |
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The distributions for each class of Shares are payable to shareholders of record as of October 31, 2026 and will be paid on or about November 30, 2026.
These distributions will be paid in cash or reinvested in additional Shares for shareholders participating in the Company’s distribution reinvestment program.
Special Note Regarding Forward-Looking Statements
Some of the statements in this Current Report on Form 8-K constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions may indicate a forward-looking statement, although not all forward-looking statements include these words. The forward-looking statements contained in this Current Report on Form 8-K involve risks and uncertainties, including factors outside of the Company’s control. The Company’s actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Item 1A. Risk Factors” and elsewhere in the Company’s latest registration statement on Form 10 and in the other reports and documents filed by the Company with the SEC. Although the Company believes that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. The Company assumes no duty and does not undertake to update the forward-looking statements, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
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Description |
99.1 |
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104 |
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Cover Page Interactive Data File, formatted in Inline XBRL |
SIGNATURE
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.
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HPS REAL ASSETS LENDING COMPANY LP |
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Date: October 29, 2026 |
By: |
/s/ Robert Busch |
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Name: |
Robert Busch |
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Title: |
Chief Financial Officer and Principal Accounting Officer (Principal Financial Officer) |