Note 3. Unit Holder Transactions

There were no Units issued related to capital drawdowns during the three months ended March 31, 2026. The following table summarizes the total Units issued and proceeds related to capital drawdowns during the three months ended March 31, 2025:

The Private Offering

Prior to the BDC Conversion (as defined below), the Fund entered into separate subscription agreements (each, a “Subscription Agreement”) with investors who were admitted as limited partners. “BDC Conversion” refers to the conversion by operation of law of Fidelity Direct Lending Fund, LP to Fidelity Private Credit Central Fund LLC by the filing of a Certificate of Conversion to a limited liability company on January 31, 2023, and the Fund’s subsequent election to be regulated as a BDC. Following the BDC Conversion, the Fund continues to enter into separate Subscription Agreements with a number of investors who will be admitted as Unit Holders providing for the private placement of the Fund’s Units. Each subscriber makes a capital commitment (“Capital Commitment”) to purchase Units of the Fund pursuant to the Subscription Agreement. Subscribers are required to make capital contributions (“Capital Contributions”) to purchase Units of the Fund each time the Fund delivers a drawdown notice.

The first closing date occurred on December 9, 2021, on which initial capital was contributed by investors. Additional closings are expected to occur from time to time as determined by the Fund (each, a “Subsequent Closing”). Capital Commitments will be drawn in such amounts and proportions as will be required by the Fund in its sole discretion, provided however, the Fund expects drawdowns to generally be made pro rata in accordance with each Unit Holder’s unfunded Capital Commitments.

In connection with each drawdown, Unit Holders will receive a number of Units corresponding to the Capital Contribution, with such Units issued at a per-share price that will be determined prior to the issuance of such Units and in accordance with the 1940 Act, subject to a determination by the Board (including any committee thereof) or the officers of the Fund that such offer price is not below the Fund’s then current NAV per Unit of the Fund as required pursuant to the 1940 Act. Capital Commitments will generally be drawn from Unit Holders by the Fund as needed, upon 10 business days’ prior written notice, in such amounts as will be required by the Fund in its sole discretion.

Effective March 11, 2024, the Board approved the Fund entering into the First Amended and Restated Limited Liability Company Agreement which made eligible to invest any “accredited investor” (as enumerated in Rule 502 under Regulation D of the Securities Act of 1933 (the “Securities Act”)) who has committed to a strategic relationship with Fidelity. In addition, the Board approved the Fund entering into a Placement Agent Agreement with Fidelity Distributors Company LLC, with respect to the private placement of its Units as described in “Note 4. Expenses and Transactions with Affiliates.”

On February 11, 2025, the Fund entered into the Second Amended and Restated Limited Liability Company Agreement, in which the Fund expects that it will commence drawdowns of Capital Commitments from subscribers who make a Capital Commitment to the Fund on or after March 1, 2025 only after the Fund has drawn down 90% of the Capital Commitments of each subscriber admitted prior to March 1, 2025. The Fund expects that it will draw down Capital Commitments pro rata in accordance with each subscriber’s unfunded Capital Commitment. The Fund expects to cease drawing down Capital Commitments from each subscriber once the Fund has drawn 90% of the Capital Commitment(s) of such subscriber, however the Fund may draw down additional Capital Commitments as necessary in its sole discretion. In addition, the Second Amended and Restated Limited Liability Company Agreement reflects the Adviser’s authority to forgive a Unit Holder’s unfunded capital commitments, in whole or in part, for the Fund and certain non-material changes.

On April 1, 2025, the Fund released unfunded capital commitments from a Unit Holder of $12.3 million.

Distribution Reinvestment Plan

The Fund has adopted an “opt out” distribution reinvestment plan (“DRIP”), which became effective upon the filing of the election to be regulated as a BDC. As a result of adopting the plan, if the Board authorizes, and the Fund declares, a cash dividend or distribution, Unit Holders will have their cash dividends or distributions automatically reinvested in additional Units, rather than receiving cash, unless they “opt out.” Unit Holders who make an affirmative election to “opt out” will receive their distributions in cash. Units issued pursuant to the DRIP will not reduce a Unit Holder’s Capital Commitments to the Fund.

The Fund may terminate the DRIP upon notice in writing to each participant at least 30 days prior to any record date for the payment of any distribution by the Fund.

Repurchase Program

The Fund has implemented a Unit repurchase program under which, subject to market conditions and the approval of the Board, the Fund may from time to time offer to repurchase Units pursuant to written tenders from the Unit Holders. The Fund currently expects to make tender offers of up to 10% per year. With respect to any such repurchase offer, Unit Holders tendering Units must do so by a date specified in the notice describing the terms of the repurchase offer. No Unit Holder has the right to require the Fund to repurchase any Units.

There is no minimum portion of a Unit Holder’s Units which must be repurchased in any repurchase offer. The Fund has no obligation to repurchase Units at any time; any such repurchases will only be made at such times, in such amounts and on such terms as may be determined by the Fund, in its sole discretion. In determining whether the Fund should offer to repurchase Units, the Fund will consider the timing of such an offer, as well as a variety of operational, business and economic factors. In determining whether to accept a recommendation to conduct a repurchase offer at any such time, the Fund will consider the following factors, among others:

The Fund will repurchase Units from Unit Holders pursuant to written tenders on terms and conditions that the Adviser determines are fair to the Fund and to all Unit Holders. Notice will be provided to Unit Holders describing the terms of the offer, containing information Unit Holders should consider in deciding whether to participate in the repurchase opportunity and containing information on how to participate.

Units that have not been outstanding for at least two years will be repurchased at 98% of such net asset value (the “Early Repurchase Deduction”). The Early Repurchase Deduction may be waived at the Fund’s discretion. The Fund does not impose any charges in connection with repurchases of Units.

If a repurchase offer is oversubscribed by Unit Holders who tender Units, the Fund will repurchase a pro rata portion by value of the Units tendered by each Unit Holder, extend the repurchase offer, or take any other action with respect to the repurchase offer permitted by applicable law. The Fund also has the right to repurchase all of a Unit Holder’s Units at any time if the aggregate value of such Unit Holder’s Units is, at the time of such compulsory repurchase, less than the minimum initial investment applicable for the Fund.

During the three months ended March 31, 2026, there were no repurchases of Units.