Pearl Diver Credit Company (PDCC) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on December 4, 2025, at 10:30 a.m. ET, allowing shareholders to vote and submit questions online.

• Shareholders will vote on the election of two Class II Directors: Martin Mellish (preferred stockholders only) and Gary Wilder (all stockholders as a single class).

• The Board unanimously recommends voting FOR both nominees, who are currently serving and have agreed to continue if elected.

• The record date for voting eligibility is October 15, 2025.

• Proxy materials and annual reports are available online and by request.

Voting matters and shareholder proposals

• Election of Martin Mellish by preferred stockholders and Gary Wilder by all stockholders as Class II Directors, each to serve until the 2028 annual meeting.

• Plurality of votes cast is required for election; withhold votes and broker non-votes have no effect.

• Shareholders may submit proposals for the 2026 annual meeting by July 2, 2026, for inclusion in proxy materials.

• Procedures for nominating directors and submitting proposals are detailed, including advance notice and required information.

Board of directors and corporate governance

• The Board consists of five directors: four independent and one interested (the CEO).

• Directors are divided into three classes with staggered three-year terms.

• Two standing committees: Audit Committee and Governance and Nominating Committee, both composed of independent directors.

• The Board reviews its leadership structure periodically and values a majority of independent directors.

• Stockholders can communicate with the Board or individual directors via the Secretary.