BlackRock Private Credit Fund 10-Q: NAV $23.53 at Sep 30, 2026, 3,193,088 Shares Tendered and Paid in Full

Which filing says what

Four documents appeared in two days, and they overlap. The 424B3 is not a new disclosure: it attaches the 10-Q to the fund’s prospectus as a supplement.

The September offer: what the Schedule TO-I/A reports

The document filed on November 5 is the Final Amendment to the Schedule TO the fund filed on August 10, 2026. It “is being filed to report the results of the Offer.” It does not amend the terms, extend the offer or report a problem. It states five facts: the offer expired at 11:59 p.m. Eastern Time on September 4, 2026; 3,193,088 shares were validly tendered and not withdrawn; the fund “accepted for purchase 100% of the Shares of the Fund that were validly tendered and not withdrawn prior to the expiration of the Offer”; the NAV was calculated at September 30, 2026 as $23.53 per share; and the fund paid “a total of $75,124,957.22” on or about October 30, 2026 by non-interest-bearing, non-transferable promissory notes.

The cash is slightly under the product of shares and price. 3,193,088 shares at $23.53 is $75,133,360.64 (our arithmetic); the fund paid $8,403.42 less, 0.011%. That is the size of the 2% early repurchase deduction on a small number of shares (about 17,900 shares’ worth, our arithmetic), not a haircut on everyone: the 10-Q says shares that have been outstanding under one year are repurchased at 98% of NAV, with exceptions. Because nothing was prorated, no holder in this offer has unaccepted shares to retender.

Six offers in the 10-Q’s own table

The 10-Q (Note 8) lists the offers of the nine months to September 30, 2026 and 2025. It shows one thing the Schedule TO-I/As do not put side by side: the fund’s share of outstanding shares bought has moved from under 1% to 5%.

For June the table adds a footnote that the requests were about 5.3% of shares at March 31, above the 5% offered. The footnote for September says nothing of the kind, and the amount ($75,124,957) matches the Schedule TO-I/A. Our own percentages differ slightly from the fund’s because we divide by the share count the fund set the offer on: 5.25% in June (3,701,881 tendered of 70,448,679 shares at March 31) and 4.58% in September.

The fund’s repurchase policy has not changed in the 10-Q: it offers each quarter to repurchase up to 5% of shares outstanding at the close of the previous quarter, that “shares that have not been outstanding for at least one year will be repurchased” at 98% of NAV, and it does not intend to make an offer in a quarter in which liquid assets plus available and undrawn leverage are under 25% of net assets. Cash of $128.2 million plus $749.6 million of undrawn capacity is $877.9 million, 54.8% of net assets (our arithmetic). That is only a proxy: the fund’s test counts liquid assets, which are more than cash, and undrawn capacity depends on borrowing bases.

The next offer: what the numbers allow

No Schedule TO-I for a fourth-quarter 2026 offer is on EDGAR as of November 7, 2026. The 10-Q describes the program but gives no date. What can be computed from the filing is the room:

The offer limit shrinks with the share count: the September limit was 3,486,374 shares and a fourth-quarter 5% would be 3,406,892, 2.3% lower (our arithmetic). The same absolute request as in September would fill 4.69% of the new base. That is a mechanical observation, not a forecast of what holders will request.

NAV: $23.53, and what moved it

The September 30 figure is also in the Form 8-K filed October 23, 2026, which gives $23.53 for each class. NAV is down 1.8% from December 31, 2025 and 5.1% from December 31, 2024 (our arithmetic). The quarter itself was flat: net investment income of $35.8 million, net realized and unrealized gains of $2.3 million (realized losses of $2.4 million, unrealized gains of $4.6 million) and $35.8 million of dividends. The nine-month total return on NAV in the financial highlights is 5.26% for Institutional shares, 4.63% for Class S and 5.09% for Class D.

Money in, money out, quarter by quarter

The statements of changes in net assets give, for each quarter of 2026, the dollars of shares issued for cash, shares issued through the distribution reinvestment plan and shares repurchased (the repurchase line is the cash actually paid in that quarter, so it lags the offer by about a month).

Sums across Institutional, Class S and Class D are ours. The cash-flow statement tells the same story over nine months: $194.2 million of proceeds from share issuances and $181.4 million paid for repurchased shares, with $154.4 million of net credit-facility draws and $74.2 million of cash dividends. After quarter end, the 10-Q reports $12.2 million of subscriptions accepted on October 1, 2026 (price $23.53 fixed October 20), of which $5,894,457 was an unregistered sale of Institutional shares to feeder vehicles per the Form 8-K of October 23.

Distributions and how much of them income covers

For nine months the Institutional class declared $1.6795 a share, $106,543,131, and the 10-Q’s source table attributes all of it to net investment income. The note also says: “Through September 30, 2026 a portion of the Fund’s distributions resulted and future distributions may result from expense support from the Investment Adviser, which is subject to repayment by the Fund within three years from the date of payment.” It adds that a distribution “can only be sustained if the Fund achieves positive investment performance in future periods and/or the Investment Adviser continues to provide expense support.”

The quarterly expense payments by the adviser, with none reimbursed to date, were $3,096,173 (September 30, 2025), $7,682,911 (December 31, 2025), $10,208,957 (March 31, 2026), $8,586,633 (June 30, 2026) and $3,891,043 (September 30, 2026): $33,465,717 unreimbursed in all. The third-quarter payment is less than half of the second quarter’s, as portfolio income grew with the book (total investment income $59.4 million against $46.3 million a year earlier). The adviser can be repaid within three years of each payment from months in which operating funds exceed distributions, which would reduce distributions then.

Leverage and portfolio

The fund’s asset coverage ratio was 260% at September 30, 2026 against 264% at June 30 and a 150% requirement. Debt of $990.5 million is 61.8% of net assets (59.8% at June 30; our arithmetic). The portfolio was $2,492.7 million at fair value in 308 portfolio companies (295 at June 30), 100.0% in senior secured loans and 100.0% of debt investments floating-rate, with a weighted average effective yield of 8.9% (8.7% at June 30). In the quarter the fund invested about $167.5 million and received $193.5 million from sales and repayments, against $435.5 million invested a year earlier, so the book grew in number of companies while shrinking slightly in dollars (investments at fair value fell from $2,514.7 million to $2,492.7 million, our arithmetic). One portfolio company was on non-accrual at September 30, 0.0% of the portfolio at fair value and 0.1% at cost; the five largest positions were 9.5% of the portfolio and software the largest industry at 15.7%.

The one thing that changed this quarter

At June 30 the story was the first proration. At September 30 it is the reverse: the queue eased and the fund paid every share requested, while money kept leaving faster than it arrived and the fund’s own share count shrank. Shares outstanding went from 70,448,679 (March 31) to 69,727,483 (June 30) to 68,137,837 (September 30) to 65,637,852 (November 6, 2026). Reported income matches the distribution only after adviser support, and the distribution was lowered in June. The filings contain no sign of a change to the 5% framework, a suspension of the program or a new fee; they also contain nothing that rules those out, because the Board can amend, suspend or terminate the program at any time.

What a reader can do with this

• If you tendered in September: you were paid in full at $23.53 (98% of that for shares held under a year, with the exceptions in the offer) on or about October 30, 2026. Nothing remains to retender. The proceeds were paid by promissory note, so check that the cash arrived.
• If you did not tender and may in the next offer: the filing gives you the arithmetic, not the answer. A fourth-quarter 5% would be about 3.4 million shares (our arithmetic), against 3.19 million requested in September. The price will be the December 31 NAV, not the $23.53 above.
• If you hold Class S or D: the NAV is the same $23.53; what differs is the servicing fee deducted from the distribution ($0.1607 net for Class S against $0.1774 gross on the October declaration, $0.1725 for Class D).
• If you are comparing it with other funds: our private credit redemptions tracker and the list of non-traded BDCs put the 95.2% June result and the 100% September result next to the funds that prorated deeper, such as BCRED and HLEND. The earlier history of every offer since 2023 is on our BlackRock Private Credit Fund tender offers page.
• Taxes: on a GAAP basis the 10-Q’s source table attributes all of the nine-month distributions to net investment income; the character for tax purposes is on the year-end Form 1099-DIV, with due dates in our 1099-DIV page.
• Watch these: the Schedule TO-I for the fourth-quarter offer; the monthly 8-K with the October NAV (the earlier 8-Ks came on July 24, August 26, September 25 and October 23); the November 25 distribution payment; and the expense-payment line in the next filing.

If a large share of your savings sits in one private credit fund that pays its exit out of new subscriptions, it may be worth a conversation with a qualified adviser about how that position fits the rest of your holdings.

FAQ

All figures are from SEC EDGAR filings of BlackRock Private Credit Fund (CIK 1902649) read on November 7, 2026: the Form 10-Q for September 30, 2026 (accession 0001193125-26-451070) and for June 30, 2026 (0001193125-26-338073); the Form 424B3 of November 6, 2026 (0001193125-26-451694); the Schedule TO-I/A of November 5, 2026 (0001140361-26-042106) and Schedule TO-I of August 10, 2026 (0001140361-26-032018); and the Forms 8-K of September 11 (0001140361-26-036279) and October 23, 2026 (0001140361-26-040657). The last filing on this CIK was the Form 10-Q and 424B3 of November 6, 2026. Percentages, sums, coverage ratios and quarter-to-quarter changes labelled “our arithmetic” are ours. This is analysis of public documents, not investment, legal or tax advice.