v3.26.3
Unit Holder Transactions
 9 Months Ended
Sep. 30, 2026
Related Party Transactions [Abstract]  
Unit Holder Transactions

Note 3. Unit Holder Transactions

The Fund has the authority to issue an unlimited number of units. Units have no par value. The following table summarizes unit transaction activity for the three and nine months ended September 30, 2026 and 2025:

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

Units

 

 

Units

 

 

Units

 

 

Units

 

Units issued - contributions during the period

 

 

100,000

 

 ⁽²⁾

 

—

 

 

 

100,000

 

 ⁽²⁾

 

5,152,230

 

Adjustment of Units to reflect the Merger exchange ratio

 

 

(8,969,550

)

 ⁽¹⁾

 

—

 

 

 

(8,969,550

)

 ⁽¹⁾

 

—

 

Units repurchased

 

 

(562,000

)

 

 

(2,270,785

)

 

 

(562,000

)

 

 

(4,223,074

)

Distributions reinvested

 

 

1,259,994

 

 

 

1,390,086

 

 

 

3,568,832

 

 

 

3,633,043

 

Net increase (decrease)

 

 

(8,171,556

)

 

 

(880,699

)

 

 

(5,862,718

)

 

 

4,562,199

 
(1)
For the three and nine months ended September 30, 2026, net of 78,562,994 Units issued of the Fund and 87,532,544 Units retired of the Acquired Fund related to the Merger. For further details refer to “Note 1. Organization.” and “Note 10. Reorganization.”
(2)
Represents Units of the legal survivor related to the Merger.

As of the dates indicated, the Fund had aggregate Capital Commitments and unfunded Capital Commitments from investors as follows:

 

 

September 30, 2026

 

 

 

Capital Commitments

 

 

Unfunded Capital
Commitments

 

 

% Unfunded Capital
Commitments

 

Common Units

 

$

802,510,000

 

 

$

112,549,966

 

 

 

14.0

%

Total

 

$

802,510,000

 

 

$

112,549,966

 

 

 

14.0

%

 

 

 

December 31, 2025

 

 

 

Capital Commitments

 

 

Unfunded Capital
Commitments

 

 

% Unfunded Capital
Commitments

 

Common Units

 

$

765,510,000

 

 

$

76,549,966

 

 

 

10.0

%

Total

 

$

765,510,000

 

 

$

76,549,966

 

 

 

10.0

%

 

There were no Units issued related to capital drawdowns during the nine months ended September 30, 2026. The following tables summarize the total Units issued and proceeds related to capital drawdowns during the nine months ended September 30, 2025:

Unit Issue Date

 

Units Issued

 

 

Proceeds Received

 

For the Nine Months Ended September 30, 2025

 

 

 

 

 

 

February 24, 2025

 

 

2,588,127

 

 

$

25,286,000

 

March 28, 2025

 

 

2,564,103

 

 

 

25,000,000

 

 Total capital drawdowns

 

 

5,152,230

 

 

$

50,286,000

 

The following tables summarize distributions declared for the nine months ended September 30, 2026 and 2025:

Month

 

 

Distribution per Unit

 

 

Gross Distributions

 

 

Reinvestment of
Distributions

 

January 2026

 

 

$

—

 

 

$

—

 

 

$

—

 

February 2026

 

 

 

0.10

 

 

 

7,418,845

 

 

 

4,071,940

 

March 2026

 

 

 

0.10

 

 

 

7,626,759

 

 

 

4,203,790

 

April 2026

 

 

 

0.08

 

 

 

6,389,323

 

 

 

3,536,848

 

May 2026

 

 

 

0.11

 

 

 

8,557,193

 

 

 

4,753,892

 

June 2026

 

 

 

0.11

 

 

 

8,780,608

 

 

 

4,901,242

 

July 2026

 

 

 

0.10

 

 

 

15,110,155

 

 

 

8,492,413

 

August 2026

 

 

 

0.08

 

 

 

6,214,377

 

 

 

3,512,916

 

September 2026

 

 

 

0.12

 

 

 

9,085,486

 

 

 

—

 

 

 

$

0.80

 

 

$

69,182,746

 

 

$

33,473,041

 

 

Month

 

 

Distribution per Unit

 

 

Gross Distributions

 

 

Reinvestment of
Distributions

 

January 2025

 

 

$

—

 

 

$

—

 

 

$

—

 

February 2025

 

 

 

0.09

 

 

 

6,872,061

 

 

 

3,343,410

 

March 2025

 

 

 

0.10

 

 

 

8,426,153

 

 

 

4,211,266

 

April 2025

 

 

 

0.11

 

 

 

8,781,463

 

 

 

4,468,957

 

May 2025

 

 

 

0.10

 

 

 

8,583,617

 

 

 

4,392,023

 

June 2025

 

 

 

0.12

 

 

 

9,959,767

 

 

 

5,123,315

 

July 2025

 

 

 

0.09

 

 

 

7,351,036

 

 

 

3,804,303

 

August 2025

 

 

 

0.10

 

 

 

8,309,181

 

 

 

4,319,107

 

September 2025

 

 

 

0.12

 

 

 

9,788,635

 

 

 

5,113,394

 

 

 

$

0.83

 

 

$

68,071,913

 

 

$

34,775,775

 

The Private Offering

Pursuant to subscription agreements, investors make commitments to purchase Units of the Fund (“Capital Commitments”). The subscription agreements provide that investors are required to fund drawdowns on Capital Commitments each time the Fund delivers a drawdown notice. In connection with each drawdown, investors will receive a number of Units corresponding to the drawdown, 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 investors 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.

Prior to the Reorganization, 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.” Effective March 19, 2025, the Fund entered into the Second Amended and Restated Limited Liability Company Agreement to reflect the Adviser’s authority to forgive the Unit Holder’s unfunded Capital Commitments, in whole or in part, for the Fund.

On April 1, 2025, the Acquired Fund released unfunded Capital Commitments from a Unit Holder of $12.3 million.

The Fund’s Amended and Restated Limited Liability Company Agreement, dated as of March 18, 2026, continued as the limited liability company agreement of the Fund as the surviving company in the Merger, with the Fund’s name changed to Fidelity Private Credit Company LLC, and was further amended on July 31, 2026. As a result, 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.

Distribution Reinvestment Plan

The Fund has adopted an “opt out” distribution reinvestment plan (“DRIP”). As a result, if the Fund declares a cash dividend or other 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 dividend or other 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

Subject to market conditions and the approval of the Board, the Fund has initiated a repurchase program (“Repurchase Program”) pursuant to which it will repurchase Units on a quarterly basis pursuant to written tenders by 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 or other person holding Units acquired from a 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:

•
whether any Unit Holders have requested to tender or expressed an interest in tendering Units to the Fund;
•
the liquidity of the Fund’s assets (including fees and costs associated with redeeming or otherwise withdrawing from investment funds);
•
the investment plans and working capital and reserve requirements of the Fund;
•
the relative economies of scale of the tenders with respect to the size of the Fund;
•
the existing conditions of the securities markets and the economy generally, as well as political, national or international developments or current affairs;
•
any anticipated tax consequences to the Fund of any proposed repurchases of Units; and
•
the recommendations of the Adviser.

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.

The following tables summarize the Unit repurchases completed during nine months ended September 30, 2026 and 2025:

Repurchase deadline request

 

 

Percentage of Outstanding Units the Fund Offered to Repurchase

 

Average Price Paid Per Unit

 

 

Repurchase Pricing Date

 

Amount Repurchased

 

 

Number of Units
Repurchased

 

 

Percentage of Outstanding
Units Repurchased

September 28, 2026

 

 

2.50%

 

$

10.26

 

 

September 30, 2026

 

$

5,768,312

 

 

 

562,000

 

 

0.71% ⁽¹⁾
(1)
Percentage is based on total Outstanding Units as of the date on which the Tender Offer was first published. The Fund accepted for purchase 100.0% of the Units of the Fund that were validly tendered and not withdrawn prior to the expiration of the offer as permitted by Rule 13e-4(f)(1).

 

Repurchase deadline request

 

 

Percentage of Outstanding
Units the Fund Offered
to Repurchase

 

Average Price Paid Per Unit

 

 

Repurchase Pricing Date

 

Amount Repurchased

 

 

Number of Units
Repurchased

 

 

Percentage of Outstanding
Units Repurchased

March 27, 2025

 

 

2.50%

 

$

9.69

 

 

March 31, 2025

 

$

18,917,680

 

 

 

1,952,289

 

 

2.50% ⁽¹⁾

September 26, 2025

 

 

2.50%

 

$

9.47

 

 

September 30, 2025

 

$

21,512,513

 

 

 

2,270,785

 

 

2.72% ⁽²⁾
(1)
Percentage is based on total Units as of the close of the previous calendar quarter. The Fund accepted for purchase 33.3% of the Units of the Fund that were validly tendered and not withdrawn prior to the expiration of the offer as permitted by Rule 13e-4(f)(1).
(2)
Percentage is based on total Units as of the close of the previous calendar quarter. The Fund accepted for purchase 100.0% of the Units of the Fund that were validly tendered and not withdrawn prior to the expiration of the Offer as permitted by Rule 13e-4(f)(1). In accordance with rules promulgated by the U.S. Securities and Exchange Commission, the Fund determined to accept for purchase Units in excess of the Tender Cap of 2.5% of the Fund’s outstanding Units by up to, but not more than, 2.0% of the outstanding Units without amending or extending the Offer.