Fidelity Private Credit Fund Tender Offers: 13 of 13 Paid in Full

Which Fidelity private credit vehicle is this?

Search results for this fund mix up several Fidelity entities, so the structure comes first. The one sold to individuals is Fidelity Private Credit Fund, CIK 1920453. Its 10-K says the fund is “not a subsidiary of or consolidated with the Fidelity organization”; it is managed by Fidelity Diversifying Solutions LLC (FDS), a subsidiary of FMR LLC, and its managing dealer is Fidelity Distributors Company LLC. The prospectus has a separate subscription agreement for investors “subscribing through the Fidelity Brokerage Services LLC platform.”

Two points matter for a holder. First, the “Central Fund” in the old entity's name has nothing to do with the retail fund's holdings: the retail fund's central-fund position is the Floating Rate Central Fund, a Fidelity mutual-fund-complex vehicle, not the private BDC. Second, we found no position in either Company vehicle in the retail fund's 2025 10-K or its March and June 2026 10-Qs, so the August merger does not change what the retail fund owns. The private BDC is a smaller sibling run by the same adviser ($797 million against the retail fund's $1.34 billion). The retail fund also has an SEC exemptive order to co-invest with other funds the adviser manages. The fund complex also includes Fidelity Multi-Strategy Credit Fund, which is a separate fund on our interval fund list.

For where this fund sits among its peers, our non-traded BDC list ranks it 24th of 66 by net assets at June 30, 2026.

Thirteen offers, no proration yet

Each row is the result the fund filed in a final-amendment Schedule TO-I/A for that offer. The limit is 5% of shares outstanding at the previous quarter-end. The “tendered as % of shares” column uses the limit divided by 0.05 as the share count, which each Schedule TO-I describes as about 5% of shares outstanding (our arithmetic). The price is NAV per share at the quarter-end valuation date.

Three details sit behind the table. The first four offers were seed-sized: the fund had been open since March 2023 and the largest request was 22,576 shares. The “cash paid” in 2023 and early 2024 reflects the 2% early repurchase deduction: shares held less than a year are bought at 98% of NAV, and the filings report payment at 98% of NAV in the first three offers and 99% in the fourth. From May 2024 on the filings report 99.6% to 99.9%, because few tendered shares were under a year old. The May 2023 offer paid $50,866 on 2,049 shares.

Second, results arrive late. The fund files the final amendment about two months after the offer expires, in the last days of the first month after quarter-end, so a holder who tenders in August learns the exact fill in late October. The September 8 letter says: “The final details of the repurchases will be provided in the Fund’s standard filings in October,” after the September 30 NAV. Third, if requests ever exceed the limit the prospectus says shares are bought pro rata, and it adds: “All unsatisfied repurchase requests must be resubmitted in the next quarterly tender offer.” Nothing carries over.

Requests tripled in 2026, but the limit still has room

Between the offer that expired in November 2025 (0.97% of shares) and the one that expired in February 2026 (2.81%), requests roughly tripled in dollars and shares: 446,086 shares to 1,427,358, and $11.2 million to $35.6 million. May 2026 repeated it at 1,552,234 shares. The fund's own letters give the same percentages: about 2.8% (February), 2.9% (May) and 2.5% (August) of shares outstanding at the prior quarter-end.

That is a pattern worth separating from a run. (The $38.4 million for the May offer was still payable at June 30 and paid July 27, so cash paid lags the quarter in which it is recorded.) New money fell by two thirds, but it was still positive: the quarter's net share transactions were about +$20.4 million (our sum of the three classes), and the September 8 letter reports about $50.6 million of third-quarter subscriptions through September 1, which the fund says produced “both quarterly and year-to-date net inflows.” A 5% limit on 54.2 million shares is 2.71 million shares, about $67 million at today's NAV (our arithmetic), against requests of roughly $33 million (2.5% of shares at the June NAV, our arithmetic).

What would produce proration? Requests would have to climb from 2.9% to above 5.0% of shares, about 72% more than May's, or inflows would have to dry up while the base keeps asking out. Neither is visible in the filings yet. For comparison, our private credit redemptions tracker shows seven of the ten non-traded BDCs it follows prorated their latest completed offer, with requests of 10% to 38% of shares; this fund's requests are a fraction of that.

NAV per share by quarter

The fund started at $25.00. NAV per share (Class I) is below.

The monthly high was $25.93 on November 30, 2024 (8-K, accession 0000950170-24-140694). NAV at August 31, 2026 is 5.1% below that and 4.4% below the December 31, 2024 figure of $25.75 (our arithmetic). Class S is two to three cents lower than Class I and Class D in recent months ($24.60 against $24.62 in August) because of its servicing fee. The fund's own shareholder letter reports a total return since inception of 9.85% a year as of July 31, 2026, “net of all Fund expenses” but including adviser reimbursement, and says absent that reimbursement returns “would have been lower.”

The distribution: $0.2175 to $0.1910, and what covered it

Class I has two parts to its monthly payment: a base of $0.1750 that has not changed since April 2023 and a variable supplement. The supplement rose from $0.0250 (April 2023) to $0.0300, $0.0400 and $0.0425 (January 2024), then fell to $0.0275 (July 2025) and $0.0160 (September 2025 onward). That took the total from $0.2175 to $0.1910, a 12.2% cut (our arithmetic). A one-time special distribution of $0.1520 was declared with the December 2024 payout. At $0.1910 a month and the August NAV the annualized rate is 9.3% (our arithmetic; the fund states 9.28% on the July NAV).

The question for a holder is whether income paid for it. The table compares net investment income after taxes with distributions declared, across all share classes, and then removes the adviser support that was booked as an expense reduction (our arithmetic).

The 2023 row is the one to read twice. In the fund's first year the Adviser waived $2,505,275 of management fees and $2,683,195 of income-based incentive fees and paid $2,544,412 of expenses (our sum of the three: $7,732,882, 10-K). The fund reported 11.13% total return for Class I in 2023; without those waivers its income would have covered about two thirds of what it paid out. Waivers and expense support have since shrunk to almost nothing ($34,455 in the first half of 2026), and coverage sits near 100% on its own. The 2024 distributions include the $0.1520 special distribution: twelve monthly payments of $0.2175 plus $0.1520 is $2.762 a share, which matches the $2.76 in the 10-K (our arithmetic).

Fees: what the fee table says, what the 10-K shows, what the expense limit covers

Two things the fee table does not make obvious. The prospectus fee table shows incentive fees as zero for all three classes, and footnote 5 explains only that the fund “may have capital gains and investment income that could result in the payment of an incentive fee.” The 10-K shows the opposite in practice: $14,654,901 of income-based incentive fees in 2025 and $8,829,165 in the first half of 2026, about 1.4% of net assets in 2025 (our arithmetic, using the average of the two year-end figures). The 10-K's Class I expense ratio for 2025 (9.22% before reductions) is also above the fee table's 7.92%; we do not know the assumption behind the fee table's zero. Management fees were $13,358,297 in 2025.

Second, the expense limitation is narrower than the name suggests. It caps only “Other Operating Expenses,” which the 10-K defines to exclude management fees, incentive fees and interest, and the Adviser can recoup what it paid only “through the end of the fiscal year.” It runs by one-year terms from April 30, 2026. The 2023 waivers of the management and incentive fees were a separate, discretionary step that has not been repeated in 2024, 2025 or the first half of 2026.

Leverage, non-accruals and what the fund owns

At June 30, 2026 the fund had $1,180,639,167 of debt principal against $1,340,188,956 of net assets, a ratio of 0.88x (our arithmetic; the 8-K says approximately 0.88 times at August 31). Its asset coverage was 214% (222% at year-end) against a 150% legal minimum, and the 10-K notes the 1940 Act allows borrowing up to a 2x debt-to-equity ratio. Commitments total $2.0 billion, with $819 million unused: the JPMorgan facility ($445.6 million drawn of $1,140 million), two further facilities (BSPV, $300 million of $400 million, and CSPV, $225 million of $250 million) and two $105 million note series. The weighted average interest rate paid was 5.81% at June 30 against 6.18% at year-end.

Credit. The fund reported no non-accruals in any 10-Q or 10-K through December 31, 2025. At March 31, 2026 three investments in two broadly syndicated loan borrowers were on non-accrual; at June 30, five investments in one such borrower, “0.3% of Fair Value of the total debt portfolio.” The filings say no private credit borrowers were on non-accrual at either date. The portfolio is 105 companies, 90.3% of investments in first lien debt at fair value, with a weighted average yield on debt of 9.10% at fair value (9.77% a year earlier). Seven percent ($172.2 million) sits in the Fidelity Floating Rate Central Fund, which the fund files under Diversified Financial Services, and another 1.0% in money-market funds.

Share classes, minimums and who can buy

Subsequent purchases are at least $500. Suitability, per the April 2026 prospectus: gross annual income and net worth of at least $70,000 each, or net worth of at least $250,000, excluding home, furnishings and cars (stricter in some states). The money sits in Class I: in the first half of 2026 Class I sold $126,338,422 of shares against $363,171 for Class S and none for Class D (99.7% Class I, our arithmetic). The prospectus lets financial intermediaries set higher or lower minimums and waives the Class I minimum to $25,000 or less for fee-based programs and for brokers with alternative fee arrangements, so ask which class you are in and what fees apply. Fidelity's parent FMR LLC reported 2,376,107.59 Class I shares, 4.9% of the class, in a Schedule 13D/A of October 29, 2025, and the prospectus says the Adviser and affiliates made a seed investment of more than $32 million.

What a holder can do with this

• If you tendered in February or May 2026: the fund bought all of your shares, at $24.95 and $24.72, less 2% if you held under a year. Nothing is outstanding from those offers.
• If you tendered in the offer that expired August 31: the fund says it is filling all requests. The price is the September 30 NAV and the exact figures arrive in the October filings.
• If you are weighing a purchase: the quarterly offer is a policy, not a promise. The board can amend, suspend or end it, and the limit is 5% of shares. The 2% deduction applies for the first year. Past offers were small relative to the limit, but requests have been three times larger since February.
• If you hold and have not decided: the things that would change the picture are in the filings: requests moving from about 2.9% toward 5%, subscriptions falling below repurchases, non-accruals spreading beyond the one syndicated borrower, and NAV continuing to slide (from $25.10 to $24.62, $0.48, in eight months, our arithmetic).

This is analysis of public documents, not investment, legal or tax advice. If this is a large share of your portfolio, a fee-only advisor can look at the position against your whole plan.

FAQ

All figures are from SEC filings read on EDGAR on October 8, 2026: thirteen Schedule TO-I/A result filings (July 2023 to July 2026) and the matching Schedule TO-I offers, the August 3, 2026 Schedule TO-I, the Exhibit (a)(1)(vi) shareholder letters of March 9, June 5 and September 8, 2026, 85 Form 8-Ks (April 2023 to September 2026), the 2025 Form 10-K (accession 0001193125-26-119488), the Form 10-Qs for March and June 2026 (accessions 0001193125-26-214226 and 0001193125-26-346851), the April 23, 2026 prospectus (Form 486BPOS, 0001193125-26-172073), the Schedule 13D/A of October 29, 2025, and, for the related vehicles, the Fidelity Private Credit Company LLC 2025 10-K, March 2026 10-Q and Form 15-12G (CIK 1899996) and the August 3, 2026 8-K of CIK 2112554. Request percentages of shares outstanding, sums, coverage ratios, comparisons and debt-to-equity from the 10-Q are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.