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SC TO-I ·Filed Oct 29, 2026
FI

Fidelity Private Credit Fund

NEUTRAL
Impact 4/10
Horizonweeks Processed3d 9h ago SEC0001193125-26-437288
Tender offer (issuer buyback)
Actionable Insight • Neutral

Monitor the December 31, 2026 NAV determination and the final tender results to gauge actual shareholder demand for liquidity. The 5% tender cap and pro-rata allocation in case of oversubscription mean partial fulfillment is possible. The fund's ability to fund repurchases from cash, borrowings, or asset sales may signal portfolio liquidity conditions.

DirectionNeutral
Confidencehigh
Horizonweeks

Executive Summary

Fidelity Private Credit Fund is offering to repurchase up to 2,778,438 of its own shares (approximately 5% of outstanding shares as of September 30, 2026) at net asset value per share as of December 31, 2026. The tender offer provides liquidity to shareholders in the absence of a secondary trading market, with no recommendation from the fund on whether to tender. The offer is funded from cash on hand, borrowings, or portfolio sale proceeds.

Key Financial Metrics

Deal Value
$68.0M

Key Facts

  • Fidelity Private Credit Fund offers to repurchase up to 2,778,438 shares (5% of outstanding shares as of September 30, 2026).
  • Purchase price equals net asset value per share as of December 31, 2026 (or later if extended).
  • Offer expires at 4:00 p.m. ET on November 30, 2026, unless extended.
  • Shares issued on or after January 1, 2026 (except DRIP shares) are subject to a 2.0% early repurchase deduction.
  • As of September 30, 2026, there were 55,568,762 shares outstanding; NAV per share was $24.48 for Class I and Class D, $24.46 for Class S.
  • Transaction valuation based on maximum purchase price is $68,016,165.
  • None of the fund's trustees, officers, or affiliates intend to tender shares in the offer.
  • The fund expects to conduct quarterly repurchase offers but is not required to do so.

Financial Impact

Maximum aggregate purchase price of $68,016,165 based on 2,778,438 shares at $24.48 NAV per share as of September 30, 2026.

dilutioncash_flowexpense_ratios

Risk Factors

  • Repurchases may require the fund to liquidate portfolio holdings earlier than planned, potentially causing losses and higher portfolio turnover.
  • Remaining shareholders may face increased expense ratios and reduced diversification due to asset shrinkage.
  • The fund may cancel, amend, or postpone the offer under certain conditions, including market disruption or a material decrease in NAV.

Documents Analyzed

This report is based on 10 SEC documents filed with EDGAR.

DocumentAccession Number
SC TO-I Filing (Primary)0001193125-26-437288
Document: d184721dsctoi.htm0001193125-26-437288
Document: d184721dex99a1iii.htm0001193125-26-437288
Document: d184721dexfilingfees.htm0001193125-26-437288
Document: d184721dex99a1v.htm0001193125-26-437288
Document: d184721dex99a1i.htm0001193125-26-437288
Document: d184721dex99a1iv.htm0001193125-26-437288
Document: 0001193125-26-437288-index-headers.html0001193125-26-437288
Document: 0001193125-26-437288-index.html0001193125-26-437288
Document: 0001193125-26-437288.txt0001193125-26-437288

US Market Status

Market Closed · Opens Tue (13h 53m)

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Report published Oct 29, 2026